terms and conditions
Last updated March 21, 2022

YOUR USE OF AND ACCESS TO THE SERVICES (AS DEFINED BELOW)ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE YOUR USE OF AND ACCESSTO THE SERVICES (AS DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOUDO NOT AGREE SERVICES IN ANY MANNER.

There are additional documents linked within these terms, please be sure to thoroughly review each item prior to agreeing to our terms and conditions.

These Terms and Conditions (these “Terms“) represent anagreement between you and Signify Holdings Inc., and contain the terms andconditions governing your use of and access at Terms and Conditions and allaffiliated websites and applications (including mobile) owned and operated byus (collectively, the"Website" and our products, services, andapplications (together with the Website, the "Services")."You" and "your" mean the person who uses or accesses theServices. The "Company", "Rain", "we","us", and "our" mean Signify Holdings Inc. and itssuccessors, affiliates, and assignees.

Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understand these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not useor access the Services.

AMONG OTHER MATTERS, THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER

Consent to Use Electronic Signatures and ElectronicCommunications

"Communications" means any and all agreements,communications, disclosures, notices, records, documents and/or other itemsthat means any and all agreements, communications, disclosures, notices, records,documents and/or other items. "Contacting us" means emailing us atcontact@getrain.xyz

"Current version" means a version of anyparticular software or application that is currently being supported by itspublisher."Electronic Communications" means any and allCommunications that we provide to you in electronic form, and/or any and allCommunications that you consent or agree to in electronic form, including butnot limited to by means of your Electronic Signature.

"Electronic Media" means the internet, a website,email, messaging services (including SMS and/or any other form of textmessaging), software and/or applications (including applications for mobiledevices, hand-held devices and/or other devices), and/or any other form ofelectronic media, whether existing now and/or that may exist in the future.

“Electronic Product or Service” means each and every productand/or service we offer that you apply for, use or access using any ElectronicMedia.

"Electronic signature" means any means that isused to indicate your consent and/or agreement by means of any ElectronicMedia, which may include, but is not limited to, clicking a button or checkinga box on or taking any other action to indicate your consent and/or agreementon or in any Electronic Media.

Electronic Signatures and Electronic Communications. Subjectto applicable law, you consent and agree:

(a) Electronic Signatures. To use Electronic Signatures toindicate that you have read and understand, and that you agree and consent tothese Terms, our Privacy Policy, and any and all other terms and conditionsand/or any other agreements that we may provide on any form of ElectronicMedia.

(b) Electronic Communications That any and all Communicationsthat we may send or provide to you (even Communications that we may otherwisebe required to send or provide you in paper form) shall be in the form ofElectronic Communications.

(c) When Deemed Received. Each Electronic Communication willbe considered to be received by you at the time that we first attempt to sendit to you, or if posted on the internet or on a website, within 24 hours afterthe time that it is posted.

(d) Printing, Saving and Storing. To print and save and/orelectronically store a copy of all Electronic Communications that we send toyou.

(e) Updating of Contact Information. To notify us of anyRain changes in your email address or your mobile device number or other textmessage address by Contacting Us.

(f) Withdrawal. That the foregoing consents and agreementswill remain in effect unless and until you withdraw them in accordance withthese Terms.

(g) That you represent and warrant to us that you have readand understand this Consent to Use Electronic Signatures and Electronic Communications.

Hardware and Software Requirements. In order to access andretain our Electronic Communications, you need to have, and you represent andwarrant to us that you do have, and you consent and agree that at all times youwill have, all of the following: (1) a valid email address; (2) a computer,laptop, tablet, smartphone or other device that is Internet-enabled and isconnected to the internet: (3) a web browser that includes 128-bit encryption,such as a Current Version of Chrome, Internet Explorer, Firefox or Safari, withcookies enabled; (4) a Current Version of a program that accurately reads anddisplays PDF files, such as Adobe Acrobat Reader version 7 or higher; (5) acomputer or device and an operating system capable of supporting all of theabove; and (6) data storage to electronically save Communications or aninstalled printer to print them.

Withdrawal of Consent. You may withdraw your consent toreceive Electronic Communications by Contacting Us. Such withdrawal will beeffective only after we have had a reasonable time period to process suchwithdrawal, and will not apply to Electronic Communications provided by us toyou before the withdrawal of your consent becomes effective. If you withdrawyour consent, then, except as may be expressly provided otherwise in theseTerms, (a) we will terminate your access to, and your ability to use, theServices, and (b) we will close any account that you may have with us and willreturn to you any balance that you may have therein.

Changes. We reserve the right, in our sole discretion, (a)to communicate with you in paper form and/or (b) to discontinue to provide youwith Electronic Communications, and/or (c) to terminate our terms andconditions with respect to Electronic Signatures and Electronic Communications.Subject to any applicable law, we may notify you of any such discontinuance,termination or Rain by means of Electronic Communications, by updating theseTerms on the Website, or by delivering notice by email or text message, or byany other means of Electronic Communications that we may choose in ourdiscretion.

Requesting Paper Copies. You may request a paper copy of anyElectronic Communication that we provided to you by Contacting Us. We will mailthe paper copy to your mailing address that we have on file.

Contacting Us Regarding Electronic Signatures and ElectronicCommunications. Please feel free to request information or ask questionsregarding our policy on Electronic Signatures and Electronic Communications byContacting Us.

Use of Website and Services

Subject to the terms and conditions set forth herein, youmay access and use the Website for the purpose of using the Services on anon-exclusive basis. When sharing, transferring or otherwise using the Websiteor any of our Services, you will be required to, and responsible for, ensuringthe acceptance of any party you send to, share with, or otherwise use theWebsite or Services, with the Terms. You acknowledge that the Company may, inits sole discretion and at any time without prior notice, modify, update orotherwise change the Website or Services, including discontinuing any part ofthe Website and/or Services or to modify or delete any content availablethrough the Website or Services, including these Terms and/or any other legalterms, and conditions, or terms of use that are found in any part of theWebsite and/or with respect to any or all of the Services. To the extent of anysuch discontinuance, deletion or modification, the use of the Website and/orServices shall be void.

By using the Website and Services, you represent and warrantthat: (a) any information you submit is truthful and accurate; (b) you have theright and authority to submit or otherwise provide us with any documents forthe provision of the Services, including but not limited to any invoices,orders, agreements and other documents related to your affairs and operations(the “Documents“); (c) you are the rightful owner and holder of your bankaccounts (the “Bank Accounts“) and credit card accounts (collectively, the“Financial Accounts“) in which your financial operations are being managed andwith respect to the Services that shall be provided; (d) you have the right andauthority to provide us access to the Financial Accounts for the purposeshereof; (e) you will maintain the accuracy of the information detailed insub-section (a) above and such Documents; (f) you are at least 18 years of ageor, if higher, the age of majority in your jurisdiction; (g) your use of theWebsite or Services does not violate or promote the violation of any applicablelaw or regulation or any legal or contractual obligation you may have to athird party and you have and will at all times comply with all applicable laws,rules and regulations in connection with your use of the Services and Website,any services arranged through the Services and Website, and any interactionswith other Users; (h) you are a U.S. citizen (or a legal U.S. resident); (i)the applicable Financial Accounts are located in the United States; and (j) you(i) have not been the subject of a complaint, investigation, or any other legalaction (either by any governmental authority or otherwise) involving fraud orlarceny; and (ii) have not been convicted of a crime of any nature, includingany felony or misdemeanor of any kind, including without limitation any moneylaundering offenses.

Subsections (a)-(j) above shall be referred to, jointly, asthe “User’s Undertakings and Warranties“.

By using the Website and Services, (1) you agree to provideus with all information and documentation requested by us, such as your name;email address; mobile device number; online credentials for your FinancialAccounts; and/or any other information that we may require from time to time(collectively, “User Information”); and (2) you authorize us to, directly orthrough a third-party or from the financial institution holding your FinancialAccounts or through third-party websites and databases to obtain, verify, andrecord any User Information.

The information you provide us is subject to our PrivacyPolicy.

By using the Services, you understand and agree that theCompany may in its sole discretion, but is not required to, verify that any orall of the User’s Undertakings and Warranties are met by any User and youfurther agree that the Company is not responsible for assuring that the User’sUndertakings and Warranties are met or for any failure to suspend, terminate orprevent the use of the Services and Website by Users who do not meet the User’sUndertakings and Warranties.

You understand that you are solely responsible for makingyour own evaluations, decisions and assessments about the Documents and theirprovision to the Company, the Financial Accounts and the provision of access tosuch Financial Accounts, use of the Services and use of any informationprovided to you by the Company. If you become aware of any violation orpossible violation of the User’s Undertakings and Warranties, you will reportit to the Company. If the Company becomes aware of any violation or possible violationof the User’s Undertakings and Warranties (either by reports provided to it byother Users or any other means) by you or any other User, it may suspend and/orterminate your or such User’s membership with or without notice in its solediscretion. If your membership is suspended and/or terminated, you agree not toaccess the Website and to make no further use of the Services and Website aftertermination or during the suspension.

Without derogating from the above, the Company expressly disclaims, and you expressly release the Company from, any and all liabilitywhatsoever for any controversies, claims, suits, injuries, loss, harm and/ordamages arising from and/or in any way related to: (i) any inaccuracy or incompleteness of a User’s representations regarding or non-compliance with the User’s Undertakings and Warranties; and (ii) misstatements and/ormisrepresentations made by any Users.

By using the Website and Services you understand and agree that the Services merely offer a platform designated to assist you in better managing financial behavior and day-to-day spending. You understand and agree that the Company: (a) may address any third party which is associated with you for the provision of the Services and to receive and/or provide any information related to you for such purpose, unless you specifically asked us to refrain from such action by contacting us at contact@getrain.xyz in whichcase this service shall be excluded from the Services upon confirmation ofreceipt of your request; (b) does not employ, recommend or endorse any User,vendor, supplier, service provider or any other third party, including thethird parties referred to in sub-Section (a), which is referred or linked tothrough the Services (each, a “Third Party“), and has no control over theacts or omissions of any such Third Party; (c) makes no representations orwarranties about the identity or other characteristics of any Third Party, thequality, suitability or any other feature of the information or about your interactionsor dealings with Third Parties; (d) makes no representations or warrantiesabout the information provided by or obtained from such Third Parties relatingto the User; and (e) is not responsible for the performance or conduct of anyUser or Third Party in any way using or having used the Services and/orWebsite.

Further, although the Company may from time to time, in its sole discretion, facilitate and make available to you through the Services and/or Website various third-party information-related services, including assessment and/or suitability services, quotes, commercial offers, etc., theCompany does not undertake to provide such services or otherwise conduct any kind of checks, and even if providing such services or doing such checks, the Company may cease from doing so at any time in its sole discretion without providingany notice, not in advance nor otherwise, and the Company shall not beresponsible for any loss or damage arising from or connected to the performanceor nonperformance of such services or checks. For the avoidance of doubt, theWebsite and Services are providing, in essence, tips, how-to and guidance(“Information“) in respect of ways and methods to enhance and improve financialbehavior utilizing several inputs that you shall provide, such as, but not limited to, Financial Accounts information, by providing various recommendations and suggestions to use certain Third Parties through the algorithms operated by the Company.

The Company is not, and shall not be held liable for any Information provided to you. Any Information provided is strictly the Company’s opinion, expressed through its algorithms as such, and you are responsible for examining such Information, assessing it including its suitability for yourneeds, and deciding whether to use it and to what extent. By using the Services or Website, you acknowledge that you are solely responsible for such use andthat all use of the Services and Website is at your sole risk. As such, youshould exercise caution, use good judgment, perform your own assessment and dosuitability checks before using any Information. The Company expresslydisclaims, and you expressly release the Company from, any and all liabilitywhatsoever for any controversies, claims, suits, injuries, loss, harm and/ordamages arising from and/or in any way related to the Services and Website oryour use of the Information or any interaction with Third Parties, includingwithout limitation any acts and/or omissions of Third Parties or any otherthird party in any way using or having used the Services or Website in anymeans. By using the Services or Website, you acknowledge that you are solelyresponsible for such use and that all use of the Services and Website is atyour sole risk. The Company reserves the right but has no obligation, tomonitor any interactions between you and Third Parties and/or other Users. Further, the Company is not responsible for ensuring that your Bank Accounts have sufficient funds for your needs, purposes, or transactions. Before usingthe Services, you should consider obtaining additional information and advicefrom a financial adviser. The Company is neither a financial adviser nor afinancial planner. We do not make any representations, warranties, orguarantees of any kind that the Services are appropriate for you. Before usingthe Services, you should consider obtaining additional information and advicefrom a financial adviser and/or financial planner and/or tax advisor.

Rain User Accounts

By using the Website and/or Services, you automaticallyauthorize us to obtain, directly or indirectly through our third-party serviceproviders, such as but not limited to Plaid, the Application ProgrammingInterface utilized by the Website and Services, and without any time limit orthe requirement to pay any fees, information about you and your FinancialAccounts from the financial institution holding your Financial Accounts andother third-party websites and databases as necessary to provide the Servicesto you. For purposes of such authorization, you hereby grant the Company andour third-party service providers a limited power of attorney, and you herebyappoint the Company and our third-party service providers as your true andlawful attorney-in-fact and agent, with full power of substitution andresubstitution for you and in your name, place, and stead, in any and allcapacities, to access third-party websites, servers, and documents; retrieveinformation; and use your User Information, all as described above, with thefull power and authority to do and perform each and every act requisite andnecessary to be done in connection with such activities, as fully to allintents and purposes as you might or could do in person.

YOU ACKNOWLEDGE AND AGREE THAT WHEN THE COMPANY OR OURTHIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCHTHIRD-PARTY WEBSITES, THE COMPANY AND OUR THIRD-PARTY SERVICE PROVIDERS AREACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY.

You agree that other third parties shall be entitled to relyon the foregoing authorization, agency, and power of attorney granted by you.You understand and agree that the Services are not endorsed or sponsored by anythird party account providers accessible through the Services. We may, but arenot required and do not undertake, to review and assess information obtainedfrom the financial institution holding your Financial Accounts and otherthird-party websites and databases for any purpose, including, but not limitedto, accuracy, legality, or non-infringement.

No Exclusivity

You acknowledge and agree that the Company is in thebusiness of providing the Services and that the Company may provide theServices or such services as it shall provide from time to time in accordancewith its sole discretion to third parties, including any corporate body orother entity involved in the business or providing services similar to theServices.

Restrictions

Without derogating from the provisions of Section 1 thereof,you shall not, and shall not permit any third party, to (a) reverse engineer orattempt to find the underlying code of the Website and/or Services; (b) use theWebsite and/or Services in violation of any applicable law or regulation,including but not limited to, post, publish, share or otherwise transfer anyillegal or offensive material; (c) copy, modify, or create derivative works ofthe Website, Services or content of any of the Website or Services; (d) attemptto disable or circumvent any security or access control mechanism of theWebsite or Services; (e) design or assist in designing cheats, exploits,automation software such as but not limited to spiders, bots, hacks, mods orany other unauthorized third-party software to modify or interfere with theWebsite or Services; (f) use the Website or Services or engage with other Usersor any third parties for any purpose that is in violation of any applicable lawor regulation; (g) attempt to gain unauthorized access to the Website orServices, other Rain User Accounts, as defined below, or other devices,computer system, phone systems, or networks connected to the Website orServices; and (h) harvest or otherwise collect information about Users withouttheir consent.

Without derogating from the foregoing, if you post, publish,share or otherwise transfer through the Website and/or by using the Servicesany content or other information, including without limitation by providing theDocuments (the “Content“), you represent and warrant that such Content providesan accurate and complete picture of any information or services describedtherein, complies with these Terms herein, and does not: (a) infringe the intellectualproperty, moral or publicity rights of any third party; (b) contain anydefamatory, libelous, obscene, sexually suggestive or otherwise offensivecontent (including material promoting or glorifying hate, violence, orbigotry); (c) contain any worms, viruses or otherwise malicious software; (d)violate any applicable law or regulation, including any law or regulationconcerning advertising or marketing; (e) attempt to gain control of anotherRain User Account for any reason; (f) connect any Rain User Account that you donot rightfully and lawfully control; (g) impersonate or misrepresent youraffiliation with any person or entity; (h) take any action that imposes anunreasonable or disproportionately large load on our infrastructure; and (i)encourage or enable any other individual to do any of the foregoing.

By posting, uploading, publishing, sharing or otherwisetransferring any Content using the Website and/or Services, you herebyirrevocably grant the Company and any of its affiliates and/or sublicenses aworldwide, non-exclusive, perpetual, royalty-free license to publish, share,display and otherwise transfer such Content, except when such content concernsthe Documents or any financial information, in any reasonable form as shall bein the Company’s sole discretion. The Company reserves the right to remove,suspend access to or permanently delete any Content in accordance with its solediscretion without prior notice, including without limitation any Content thatviolates the warranties set forth above or the Company’s business interests,you shall have no right or claim in respect of any such decisions and actionsand will hold the Company harmless for any damage or loss arising from theabove. Without derogating from the foregoing, the Company is not, and shall notbe, liable for any Content provided, posted, uploaded, shared or otherwise madeavailable by Users, directly or indirectly, or any interactions engaged by anyUsers or with Third Parties. Each User using the Website and/or Services herebyrepresents to take full responsibility in respect thereof, and the Companyshall bear no liability with respect to the foregoing.

Rain User Account Registration

Users wishing to use the Website, App and Services must complete a registration process and create a user account (the “Rain User Account“). The Rain User Account allows the use of the Website, App and Services, subject to these Terms. To create a Rain User Account, User must provide truthful and accurate information and keep such information up-to-date,and select a password or a pin. You agree that you will supply accurate and complete information to us in the creation of your Rain User Account and the use of the Services, and that you will update such information promptly after it changes. You shall have all responsibility for any inaccuracies in any information you provide to us, or in respect of your failure to keep such information up-to-date. When you complete the registration process, you createa Rain User Account. The Company reserves the right for any reason at its sole discretion, (a) to refuse to allow anyone wishing to use the Website, App or Services to open a Rain User Account, or (b) to close any Rain User Account without notice or warning. You may not provide false information during the registration process. You shall not share your Rain User Account or logininformation with any third party, nor let any third party access your Rain UserAccount, and are responsible for maintaining the confidentiality of the logininformation for your Rain User Account. You are fully and solely responsiblefor the security of your computer system, mobile device and all activity onyour Rain User Account, even if such activities were not committed by you. The Company will not be liable for any losses or damages incurred by unauthorized use of your Rain User Account or password, either to you or to any other User or third party, and you agree to indemnify and hold the Company harmless forany improper or illegal use of your Rain User Account, including any content shared or otherwise made available, unless you have notified the Company via e-mail to contact@getrain.xyz that your Rain User Account has been compromised, that you have modified your login information, have requested the Company to block access to it, and the Company has had a reasonable amount of time to review and act on such notification. Without derogating from the foregoing, we may terminate your use of the Website and/or Services if you let any thirdparty use your Rain User Account inappropriately or if you or anyone using your Rain User Account violates these Terms. By using the services and setting up your Rain User Account, you are also granting Rain an exclusive non-royalty right to utilize your name, image, and your teams name and logo in marketing and communications related to the goods and services offered by Rain. You can revoke this consent by emailing support@getrain.xyz

Payment Authorization

By agreeing to these Terms, You agree and authorize Rain to initiate withdrawals to, and to collect Preauthorized ACH Repayments (as authorized by You in the event You do not select the Manual Repayment option)from, Your Bank Checking Account or your decentralized wallet, in accordance with Your electronic and/or online instructions to Rain. You agree anda uthorize Rain to collect Preauthorized ACH Repayments and Fees as ACH debits from Your Bank Checking Account, in accordance with the terms set forth above, without additional notice of the amount and date of any such transaction. You waive and give up the right to any such notice. You understand that each such ACH Repayment will result in a debit from Your Bank Checking Account, and the frequencies of such transactions may change from time to time. If Rain is unsuccessful in debiting Your Bank Checking Account to collect repayment of a Float or Fee, Your access to the Overdraft Protection Service will be suspended. You agree, acknowledge and consent that the above authorization to collect any and all such Preauthorized ACH Repayments and Fees represents Your written authorization for ACH transactions as provided herein and will remain in full force and effect until You notify Rain that You wish to revoke this authorization by emailing support@getrain.xyz. Your authorization for Preauthorized ACH Repayment will apply even if any such ACH Repayment will result in an overdraft to Your Bank Checking Account, or will increase any overdraft that already exists in Your Bank Checking Account. If any ACH debit or credit was made wholly or partially in error, You also authorize us to correct the error by corrective ACH transactions or through a authorized debit from your wallet.

Notifications

The Company may from time to time provide automatic alerts.Automatic alerts may be sent to you following certain changes made online toyour User profile or Financial Accounts. Electronic automatic alerts will besent to the email address or mobile number you have provided during yourregistration process. If your email address or mobile number changes, you areresponsible for informing us of that change. Changes to your email address ormobile number will apply to all of your alerts. Because alerts are notencrypted, we will never include your password. However, alerts may includeyour username and some information about your Financial Accounts.

Intellectual Property

The Company is the owner of all worldwide rights, titles andinterests in: (a) the Website and Services, and all content therein and relateddocumentation and all enhancements, derivatives, bug fixes or improvements tothe Website and Services; and (b) trade names, trademarks, and logos of theCompany, and shall at all times remain solely with the Company. All referencesin these Terms or any other communications to the sale, resale or purchase ofthe foregoing shall mean only the right to use the Website and Servicespursuant to these Terms. Users bear sole liability for any and all Content, includingany intellectual property rights thereof, provided, shared or otherwise madeavailable by the Users using the Website and/or the Services, and the Companymakes no representation with respect to any such Content. The Company will notbe liable for any losses or damages incurred by such Content, and Users agreeto indemnify and hold the Company harmless for any damage or loss arising fromthe above.

Privacy

User undertakes not to save, collect or otherwise maintainin his/her possession and use any Content which was not provided by him/her tothe Company or provided by the Company to him/her directly without the priorwritten consent of the User who uploaded, shared or otherwise made availablesuch Content and the Company. User further agrees that the Company reserves theright, in its sole discretion, to save, collect or otherwise maintain in itspossession and use the Content and Information, including information that maypersonally identify such User or describe his/her personal interests in accordancewith the terms detailed in its Privacy Policy available at Privacy Policy. TheCompany reserves the right to make any and all permitted use under anyapplicable law of the Content and Information as set forth in the CompanyPrivacy Policy. For the avoidance of doubt, the Company does not review, test,confirm, approve or otherwise verify the Content. Each User posting, uploading,sharing or otherwise making available such Content, either with the Company forthe provision of the Services or otherwise, shall bear the sole responsibilityfor the Content, including any and all third party information and requiredconsents. The Company will not be liable for any loss or damage incurred by notcomplying with the above, and User agrees to indemnify and hold the Companyharmless for any damage or loss arising from the above. NOTWITHSTANDING THEFOREGOING, USER UNDERSTANDS AND ACKNOWLEDGES THAT THE COMPANY IS NOT A CONTENTSTORAGE SERVICE. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOST OR ERASEDCONTENT. USERS SHOULD BE AWARE THAT ANY CONTENT POSTED, UPLOADED, SHARED OROTHERWISE MADE AVAILABLE MAY BE READ, COLLECTED, AND USED BY OTHER USERS, ANDCOULD BE USED TO SEND UNSOLICITED CONTENT.

Links

The Website or Services may contain links or other contentrelated to websites, advertisers, products and/or services offered by thirdparties, including without limitation such that are part of, or in connectionwith, the Services. The Company has no control and makes no representation withrespect to any such links, content, websites, products or services or anyinformation provided or transmitted via such links, websites, products orservices, or otherwise provided by any such third party. USER UNDERSTANDS ANDAGREES THAT USE OF SUCH LINKS OR OTHER CONTENT IS AT HIS/HER OWN RISK, THATSUCH LINKS OR OTHER CONTENT ARE GOVERNED BY SUCH THIRD PARTIES’ TERMS OF USEAND PRIVACY POLICIES, AND THAT THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACYOR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTIES. USER SHOULDCAREFULLY REVIEW THE APPLICABLE TERMS AND POLICIES THAT APPLY TO THE USE OFSUCH LINKS OR OTHER CONTENT OF ANY SUCH THIRD PARTIES. THE COMPANY IS NOTRESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THE USE OF SUCH LINKS OR OTHERCONTENT OF ANY SUCH THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY SORTINCURRED AS THE RESULT THEREOF, AND THE COMPANY EXPRESSLY DISCLAIMS, AND USEREXPRESSLY RELEASES THE COMPANY FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANYCONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM AND/OR DAMAGES, ARISING FROMAND/OR IN ANY WAY RELATED TO THE USE OF SUCH LINKS OR OTHER CONTENT OF ANY SUCHTHIRD PARTIES, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY, TERMS OFUSE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PRODUCTS AND/ORSERVICES.

Prohibited Uses

The Website and Services are for the use of individual Usersonly and may not be used in connection with any commercial endeavors withoutthe express written consent of the Company. The Website and Services may not beused by any person or organization to recruit for another website, solicit,advertise, or contact in any form Users for employment, contracting, or anyother purpose for a business not affiliated with the Company without expresswritten permission from the Company. User agrees not to use any Content inorder to contact, advertise, solicit, or sell to any other User without theirexpress consent.

Support & Feedback

Users may contact the Company with regard to support for theWebsite and Services by sending an email to support@getrain.xyz. We welcomefeedback, comments and suggestions for improvements to the Services(“Feedback“). You can submit Feedback by emailing us contact@getrain.xyz. Yougrant to us a nonexclusive, worldwide, perpetual, irrevocable, fully-paid,royalty-free, sub licensable and transferable license under any and allintellectual property rights that you own or control to use, copy, modify,create derivative works based upon and otherwise exploit the Feedback for anypurpose.

Disclaimers

The Company makes reasonable efforts to ensure that itstechnology keeps the Website and Services safe and secure. However, notechnology is 100% secure. Therefore, while we strive to use commerciallyacceptable means to protect your personal information, we cannot guarantee itsabsolute security. Except as expressly set forth herein, your use of theWebsite and Services is at your sole discretion and risk. The Website andServices are provided on an “AS IS” and “AS AVAILABLE” basis without warrantiesof any kind. The Company expressly disclaims all implied or statutorywarranties of any kind relating to the Website and Services, including withoutlimitation the warranties of title, merchantability, fitness for a particularpurpose, non-infringement of proprietary rights, course of dealing or course ofperformance. The Company does not give any advice regarding the risk orsuitability of any trade, transaction, engagement or other interaction. TheCompany assumes no responsibility for any transaction, engagement or otherinteractions made by you and you acknowledge that you are solely responsiblefor the assessment of your transactions, engagements and other interactions.You shall not hold the Company or any of its officers, directors, shareholders,advisors, employees, agents, anyone acting on Company’s behalf or itsaffiliates liable for any transaction, engagement and other interaction-relatedchoices made by you. No advice or information, whether oral or written,obtained by you from the Company, shall create any warranty not expresslystated in these Terms. If you choose to rely on such information, you do sosolely at your own risk. Some states or jurisdictions do not allow theexclusion of certain warranties. Accordingly, some of the above exclusions maynot apply to you.

Limitation of Liability

The Company does not guarantee the value, quality,compatibility or any other feature of any Content and Information, as well asany characteristics of the Users (hereinafter in this Section: the “Features“).Any Content, Information or Features are in the sole responsibility of the Userusing the Features or Information or posting, uploading, sharing or otherwisemaking available such Content on the Website or by using the Services. Whileeach User must comply with these Terms and non-complying may result intermination of the Rain User Account, use of the Website or Services, theCompany does not undertake to monitor such compliance and may act wherenon-compliance is detected as shall be decided in accordance with its solediscretion, as described in these Terms.

The Company is not responsible for any problems or technicalmalfunction of any telephone network or lines, computer online systems, serversor providers, computer equipment, software, failure of any email due totechnical problems or traffic congestion on the Internet or on any of theWebsite or Services or combination thereof, including any injury or damage toUsers or to any person’s computer, mobile phone or any other device related toor resulting from participation or downloading materials in connection with theWebsite or Services. Under no circumstances shall the Company be responsiblefor the conduct of third parties, including any Users, whether online oroffline, and operators of external sites. In no event shall the Company or anyof its officers, directors, shareholders, advisors, employees, agents, anyoneacting on Company’s behalf or affiliates be liable to you for any indirect,incidental, special, punitive, or consequential damages, arising out of or inconnection with your use of the Website or Services, whether or not the damagesare foreseeable and whether or not the Company has been advised of thepossibility of such damages. The foregoing limitation of liability shall applyto the fullest extent permitted by law in the applicable jurisdiction.

Indemnification

User shall defend, indemnify and hold the Company harmlessfrom and against any and all suits, proceedings, assertions, damages, costs,liabilities or expenses (including court costs and reasonable attorneys’ legalfees) which the Company may suffer or incur in connection with any actualclaim, demand, action or other proceeding by any third party arising from orrelating to any breach of these Terms by the User or any use by the User of theWebsite or Services not in accordance with applicable law.

Governing Law; Disputes; Arbitration; Injunctive Relief, NoClass Actions

These Terms shall be governed by the internal laws of theState of Texas with regard neither to conflicts of law principles nor to thechoice of law principles. Any dispute with Rain, or its officers, directors,shareholders, advisors, employees, agents or affiliates, arising under or inrelation to these Terms shall be resolved exclusively through arbitration asset forth in the Section below, except with respect to potential imminent harmto Rain requiring temporary or preliminary injunctive relief, in which caseRain may seek such relief in any court with jurisdiction over the parties.

Except for disputes relating to your or Rain’s intellectualproperty (such as trademarks, trade dress, domain names, trade secrets,copyrights and patents); you agree that all disputes between you and Rain(whether or not such dispute involves a third party) arising out of or relatingto these Terms, the Website, the Services and/or the Privacy Policy shall befinally resolved by arbitration before a single arbitrator conducted in theEnglish language in Newark, Delaware, U.S.A. under the Commercial ArbitrationRules of the American Arbitration Association (“AAA”), and you and Rain herebyexpressly waive trial by jury. You and Rain shall appoint as sole arbitrator aperson mutually agreed by you and Rain or, if you and Rain cannot agree withinthirty (30) days of either party’s request for arbitration, such singlearbitrator shall be selected by the AAA upon the request of either party. Theparties shall bear equally the cost of the arbitration (except that theprevailing party shall be entitled to an award of reasonable attorneys’ feesincurred in connection with the arbitration in such an amount as may bedetermined by the arbitrator). All decisions of the arbitrator shall be finaland binding on both parties and enforceable in any court of competentjurisdiction. Notwithstanding this, the application may be made to any courtfor a judicial acceptance of the award or order of enforcement. Notwithstandingthe foregoing, Rain shall be entitled to seek injunctive relief, security orother equitable remedies from the United States District Court of the WesternDistrict of Texas or any other court of competent jurisdiction. Under nocircumstances shall the arbitrator be authorized to award damages, remedies orawards that conflict with these Terms or to award punitive damages, includingbut not limited to pursuant to federal or state statutes permitting multiple orpunitive awards.

Any claim against Rain must be brought within one (1) yearof the date such claim arose.

Any claims brought by you or Rain must be brought in thatparty’s individual capacity, and not as a plaintiff or class member in anypurported class or representative proceeding. Neither you nor Rain willparticipate in a class action or class-wide arbitration for any claims coveredby these Terms. You hereby waive any and all rights to bring any claims relatedto these Terms and the Privacy Policy as a plaintiff or class member in anypurported class or representative proceeding. You may bring claims only on yourown behalf.

These provisions will survive the termination of yourrelationship with Rain.

Enforceability

If any portion of these Terms is deemed unlawful, void orunenforceable by any arbitrator or court of competent jurisdiction, these Termsas a whole shall not be forced, deemed unlawful, void or unenforceable, butonly that portion of these Terms that is unlawful, void or unenforceable shallbe stricken from these Terms.

You agree that if Rain does not exercise or enforce anylegal right or remedy which is contained in these Terms, this will not be takento be a formal waiver of Rain’s rights and that those rights or remedies willstill be available to Rain.

All covenants, agreements, representations, and warrantiesmade in these Terms shall survive your acceptance of these Terms and thetermination of these Terms.

These Terms and Conditions represent the entireunderstanding and agreement between you and Rain regarding the subject matterof the same, and supersede all other previous agreements.

Miscellaneous

Any notices that we may be required to provide to you,whether under law or according to these Terms, may be provided by the Companyto any contact information you have provided in your Rain User Accountinformation or other, either directly or indirectly, including through email.You expressly agree to the receipt of such communications and notices in suchmanner.

You may not assign any rights hereunder without our priorwritten consent. Rain may assign its rights or obligations pursuant to theseTerms. Nothing contained in these Terms shall be construed to limit the actionsor remedies available to the Company with respect to any prohibited activity orconduct. Non-enforcement of any term of these Terms does not constitute consentor waiver, and the Company reserves the right to enforce such term at its solediscretion. No waiver of any breach or default hereunder shall be deemed to bea waiver of any preceding or subsequent breach or default.