Earned Wage Access (EWA) Agreement

BELOW IS A SUMMARY OF FEES AND TERMS FOR EARNED WAGE ACCESS SERVICES PROVIDED BY RAIN.  (EACH CAPITALIZED TERM IS DEFINED IN THE EFT AGREEMENT.)

PLEASE CAREFULLY READ ALL OF THESE TERMS AND CONDITIONS AND KEEP A COPY OF THIS DOCUMENT FOR YOUR RECORDS.

EARNED WAGE ACCESS (EWA) AGREEMENT

ASSIGNMENT OF YOUR EARNED WAGES  

Effective Date:  December 30, 2024

This Earned Wage Access Agreement (“EWA Agreement”) is entered into by Rain Technologies Inc., acting for itself and its Affiliate(s), and you.  The “Designated Affiliate” is defined in Section (III)(1).  Each of Rain and its Affiliate(s) is referred to as “Rain” (individually or collectively).  The person who downloads or uses the Rain App or uses Rain’s Site (“You”) agrees to the terms and conditions of this EWA Agreement and the Terms of Service that apply to the use of the Rain App or Rain’s Site, as the case may be.

This EWA Agreement governs the terms and conditions for Rain’s products and services individually or collectively (the “Services”) that are offered or provided to You.  This EWA Agreement applies to Your Rain Account or electronic fund transfer (“EFT”) services, each of which is accessible via Rain’s mobile app (“Rain App”).  This EWA Agreement also involves terms and conditions for Rain’s Services that involve the access to or the use of the Services via Rain’s website(s) (“Site”).

By using the Rain App or Rain’s Site or by using any aspect of the Services, You acknowledge and agree that You are bound by all of the terms and conditions of this EWA Agreement.  

Changes to This EWA Agreement.  Rain may, at any time, change any condition, term, or provision of the EWA Agreement, including by exercising its rights to impose any new type of fee or charge on You or to increase the cost or the price of any of the Services, except as not permitted by applicable law.  If Rain materially changes a provision of this EWA Agreement so as to restrict a term or impose one or more new material conditions on You, and if Rain has your current email address, Rain will send You an email notifying You of the material revisions of this EWA Agreement.  Rain shall use the email address You have on file with Rain, and Rain shall not be liable for resending any returned email so long as Rain uses the email address on its file.  Please review the “Effective Date” of this EWA Agreement each time you use the Rain App, the Site, or use any of Rain’s Services.    

Please review the Rain Terms of Service each time You have access to or use the Services.  SUBJECT TO YOUR RIGHTS IN THIS EWA AGREEMENT, BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THIS EWA AGREEMENT AND THE MOST RECENT VERSION OF THE TERMS OF SERVICE.  

For certain types of EFT services or for certain transactions conducted for earned wage access (“EWA”) services and depending on applicable law, by entering into this EWA Agreement, You authorize Rain to act as Your agent to receive certain types of payment on Your behalf and to process the transfer of the payment to You.  In addition, when You use the Services to obtain Rain’s Services that allow You to obtain an electronic payment from Rain for EWA services, which payment corresponds to a portion of your earned “Wages” (as that term is defined below), You will be assigning to Rain the intangible rights to receive a portion of Your earned Wages, in accordance with this EWA Agreement.  

Terms May Vary Depending On the State In Which You Reside.   Depending on Your state of residency, You may have certain rights under that state’s laws that affect the terms and conditions of this EWA Agreement.  To the extent there may be a conflict between a term or condition of this EWA Agreement and the applicable law of the state in which you reside, the term or condition of this EWA Agreement may not apply.   In addition, the terms or conditions of the provision of the EWA services under this EWA Agreement, including the prices for or access to the EWA services, may vary depending on Your state of residency.  For example, if You reside in a state that imposes certain conditions on the provision of EWA services, Rain may adjust the price of or change the access to (including by prohibiting access to) an expedited delivery of an Earned Wage Payment due to Your residency in that jurisdiction.  Whether Rain may vary the terms for Your use of the Services under this EWA Agreement due to the laws applicable in Your state of residency—or for other factors relating to Rain’s provision of the Services in that state—generally will be described to You at the time that You use the Services.  

This EWA Agreement includes the following main parts:  

I. Earned Wage Access (EWA) Agreement

II. Assignment of Your Earned Wages

III. Regulatory Matters; Fees; Arbitration Agreement; Other Terms

IMPORTANT INFORMATION WILL BE PROVIDED TO YOU IN ELECTRONIC RECORDS, SUCH AS VIA EMAIL.  

Your use of the Rain App or any part of the Services with your mobile phone, tablet, or laptop represents Your agreement, as well as Your course of dealing, to conduct transactions and communicate with Rain via electronic methods.  

I. Earned Wage Access (EWA) Agreement; Electronic Payments

1. Your Rain Account; Distinction Between Rain-Branded Services; Login to Your Rain Account Constitutes Acceptance of this EWA Agreement.  When You login and register to the Rain App to have access to and use the Services, You will be creating Your Rain Account for the use or the Rain App (or the Site).  Rain is not a bank, and Rain does not provide a deposit account for You.  

Rain-Branded Services for an Insured Depository Institution:  Rain may act as a service provider to an insured depository institution that may offer or provide to You banking services.  For example, an insured depository institution may offer or provide to You a deposit account to which You may deposit funds (e.g., from Your employer), and You may have access to that institution’s deposit account via a debit card issued by that institution.  Any banking services offered or provided to You by that insured depository institution but which are made available via the Rain App or other Rain-branded devices, such as a Rain-branded debit card, are referred to in this EWA Agreement as “Rain-Branded Services.”  

You acknowledge and agree that any Rain-Branded Services that are accessible to You via the Rain App are subject to one or more contracts that You enter into with that insured depository institution.  This EWA Agreement applies to Rain’s own performance of its principal functions or obligations that relate to the Services, and not necessarily to one or more functions or accounts via the Rain-Branded Services.  Please refer to the contract(s) with that insured depository institution for other terms and conditions that apply to any account You have via Rain-Branded Services.

Acceptance of this EWA Agreement:  Each time You have access to or use of Your Rain Account, You are signifying that You agree to all of the terms and conditions of this EWA Agreement.  Your Rain Account is only for You, and You may not permit any person to have access to or to use Your Rain Account.  If You allow any person to have access to or to use Your Rain Account, You shall be responsible for any act (or omission) that the person makes, including for any type of transaction made by the person.

2. Security of Your Rain Account.  You shall be solely responsible for all actions and transactions that You or Your authorized agent or other representative make in Your Rain Account.  Except to the extent prohibited by law, Rain shall not bear any liability or any responsibility for any misuse of Your Rain Account or any loss of information relating to Your Rain Account.  You shall not disclose to or share with any person your login credentials, passwords, or other personally identifiable information that would allow access to or use of Your Rain Account (individually or collectively the “Credentials”).  

3. Electronic Payments.  By using Your Credentials to use Your Rain Account and the Services, You authorize Rain, or Rain’s agent, to draw a check, draft, or otherwise effect a payment or other financial transaction that may be: (i) to or from Your Rain Account and Your Primary Bank Account (defined below) or (ii) to or from Your Primary Bank Account and an account You hold via the Rain-Branded Services.  Without limitation, a transaction that is made involving either Your Primary Bank Account or an account You hold via the Rain-Branded Services may be made via EFT, wire transfer, or substitute check (each an “Electronic Payment”), and the transaction may clear and settle via an automated clearing house (ACH) or via another method that may be selected by Rain, its agent, the insured depository institution associated with the Rain-Branded Services, or Your bank or credit union (or the agent of Your bank or credit union).  

4. Link to Your Primary Bank Account.  To use the Services, You shall enroll and link to Your Rain Account one or more of Your transaction accounts, such as a (i) prepaid account that is capable of accepting deposits or (ii) a checking, savings, or other deposit account, that You hold with a bank or credit union (each referred to as “Your Bank”).  At all times, You shall designate one of Your transaction accounts, regardless of the type of transaction account (including any prepaid account) held at Your Bank to be linked to Your Rain Account.  For this EWA Agreement, Your linked transaction account with Your Bank is referred to as “Your Primary Bank Account.”  Subject to the conditions described in the preceding two sentences, You may change Your Primary Bank Account, except to the extent that Rain prevents or postpones the change (e.g., complete a pending Electronic Payment).  

Fees Imposed by Your Bank:  When You request an Electronic Payment to be made to or from Your Rain Account, Your Bank may impose a fee for its product or service to You, and Rain shall not be liable to You or any other person in connection with such fee or similar charge.  As between You and Rain, You shall be responsible for any act or omission made by Your Bank in connection with Your request of or Rain’s action relating to an Electronic Payment.      

5. Fees Relating to the Rain Account or the Rain-Branded Services.  Rain may impose a fee or charge on You for use of the Services (each a “Fee”) relating to any Electronic Payment made via the Rain Account.  Rain may, in its sole discretion, allow You two or more options to make a payment of a Fee; provided, however, that at any time, Rain may initiate an Electronic Payment to debit Your Primary Bank Account to satisfy any amount You owe Rain for any Fee.  In general, when You request an Electronic Payment which is an “Earned Wage Payment,” Rain may impose a Fee, if applicable, as part of the Earned Wage Payment. If Rain includes the Fee in the Earned Wage Payment and You authorize the payment of the Fee from the Earned Wage Payment (by confirming such payment on the Rain App or otherwise), then the Electronic Payment to credit Your Primary Bank Account will be in the amount of the Earned Wage Payment, less the amount of the Fee that You pay. For example, if You request an expedited Earned Wage Payment for the Electronic Payment and the Fee is $3.99, then the amount of the Fee will be included in the Earned Wage Payment.  If You wish to have $100.00 credited to Your Primary Bank Account, then the full amount of the Earned Wage Payment will be $103.99, and You will be authorizing the Fee to be paid from the Earned Wage Payment.  The amount of any Fee that Netspend imposes, if any, when You conduct an Electronic Payment depends on the method of payment  You select

NOTWITHSTANDING THE FOREGOING IN THIS SECTION, BY ACCESSING OR USING THE RAIN APP OR YOUR RAIN ACCOUNT, YOU SIGNIFY YOUR AGREEMENT TO PERMIT RAIN TO DEBIT OR CHARGE YOUR PRIMARY BANK ACCOUNT FOR ANY FEE YOUR ARE RESPONSIBLE FOR PAYING TO RAIN FOR THE RAIN ACCOUNT.  

For any fees that may apply to Your use of an account via the Rain-Branded Services, please refer to the contract(s) with that insured depository institution for those terms and conditions that apply to any account You have via Rain-Branded Services.  

6. Rain’s Liability for Failure to Make Electronic Payments or Certain Other Losses.  If Rain does not timely initiate an Electronic Payment that You request or otherwise authorize or if Rain commits an act of gross negligence in establishing the amount of Your request for that Electronic Payment involving Your Primary Bank Account, Rain shall be liable for any direct loss or damage that You experience as a result of the untimely initiation of, or incorrect amount of, that payment.  Rain also may be liable for direct loss You experience as a result of a breach of the security of Rain’s information systems for the Services, provided, however, that Rain’s liability to You under this Section (I)(6) shall: (i) be limited to the amount of the unauthorized Electronic Payment(s) conducted through the breach of Rain’s systems, (ii) be capped to the amount of Wages that You otherwise should have received (if not for the breach of Rain’s systems), and (iii) not extend to any indirect or consequential damages that You may experience due to Your loss of funds of loss of access to Your Wages.    

(iv)  Notwithstanding the foregoing provisions of this Section (I)(6), Rain shall not be liable to You under any circumstances relating to an Electronic Payment involving Your Primary Bank Account if:

(a) Through no fault of Rain, You do not maintain accurate information relating to Your Primary Bank Account;

(b) Through no fault of Rain, the unauthorized transaction or other source of loss You experience has occurred, in part or in whole, as a result of any act or omission that You commit when using the Services;

(c) If the online channel or internet system that You use when requesting the Electronic Payment is not working properly and You have knowledge of the defect in that channel or system when You are seeking to use the Rain App or Your Rain Account; or

(d)   If one or more other provisions contained in this EWA Agreement or the Terms of Service may relieve Rain of its liability.  

7. Confidentiality of Information.  Rain may disclose any data or other information, including any nonpublic personal information about You, to any third party in connection with Your use of Your Rain Account or Your request for an Electronic Payment if the disclosure is:

(i) Necessary to conduct or to complete any transaction for the Electronic Payment or to settle or to document the Electronic Payment;

(ii) Authorized by You, which authorization may be made orally or in writing; or

(iii) Permitted by Rain’s Privacy Notice.  

8. Consumer Liability for Unauthorized Transfers or Unauthorized Electronic Payment.  

Tell us AT ONCE if You believe the Credentials of Your Rain Account have been stolen, or if You believe that any EFT or Electronic Payment has been made without Your permission using Your Credentials.  You could lose all the money in Your Primary Bank Account.  Telephoning is the best way of keeping Your possible losses down.  You can call us at (424) 369-7246 or write to us at:

CUSTOMER SUPPORT–UNAUTHORIZED TRANSACTION ALERT
209 10th Ave S Ste 160
Nashville, TN 37203-0702

care@rain.us

If You tell us within four (4) business days (as defined in Section 9) after You learn of the loss of Your Credentials, You can lose no more than $50 in Your Primary Bank Account if someone used Your Credentials without Your permission.  If You do NOT tell us within four (4) business days after You learn of the loss of Your Credentials, or that an EFT or other Electronic Payment has been made without Your permission using Your Credentials, and we can prove we could have stopped someone from using Your Credentials without Your permission if You had told us, You could lose as much as $500 in Your Primary Bank Account.

If the statement from Your Bank shows EFTs that You did not make or authorize to make through Your Rain Account, tell us at once.  If You do not tell us within 90 days after the statement was mailed to You or electronically sent to You, You may not get back the money You lost after the 90-day period if we can prove that we can stop someone from taking the money if You had told us in time.  If a good reason (e.g., hospital stay) kept You from telling us within the required period(s), we will extend the time period(s).

9. Business Days.  A business day is any day, other than Saturday, Sunday, or a federal holiday.

10. Electronic Payment.  (i)  You may request an Electronic Payment to be initiated by Rain, based on Rain’s formula for an amount of funds that Rain may, at its discretion, provide to You in reference to an amount of Wages that are due to You from Your employer.   As between You and Rain, and solely for the purposes of this EWA Agreement, the term “Wages” means (a) any wages, as defined by applicable state laws and regulations (which generally may be the state where you reside), and (b) except as otherwise not permitted by applicable law, any amount of funds or value owing or due to You which funds or value correspond to any form of salary, tips, or other cash benefits due to be paid to You by an employer or other person, such as an employment firm or company You have entered into a 1099 contractor agreement with.  If You request an Electronic Payment, You shall comply with all of the terms and conditions that Rain may impose, through any mechanism on the Rain App or in Your Rain Account.  

(ii) An Electronic Payment intended to transfer funds from Rain to You in an amount corresponding to Your earned Wages is defined in this EWA Agreement as an “Earned Wage Payment.”  Each time You request an Earned Wage Payment, You acknowledge and agree that each Earned Wage Payment is a payment to You from Rain (which may be the Designated Affiliate), acting for itself, and does not constitute any payment by Rain of Wages or other benefits of any kind owed to You from any employer or other person.  Rain may, in its sole discretion, use any other term or description for an Earned Wage Payment, such as a different term to be used in Rain’s marketing or promotional materials.  

11. Settlement of Funds in Your Primary Bank Account.  You warrant that You are responsible for the timing of making any request for an Electronic Payment, including any Earned Wage Payment, in order for funds to be available to You in Your Primary Bank Account or for an account that You hold via the Rain-Branded Services.  Rain shall bear no liability of any kind relating to the time that You make a request for an Electronic Payment or an Earned Wage Payment.  You warrant that You will hold Rain harmless for any and all losses, costs, or damages to You of any kind due to the timing of any settlement or availability of funds in Your Primary Bank Account, except if Rain does not timely initiate the processing of the Electronic Payment.  This means that Rain shall be obligated to You to effect the Electronic Payment (including an Earned Wage Payment) in the amount You request; provided, however, that depending on Your Bank’s funds availability policy or other factors, the funds made available to You by Your Bank could be available to You on a date than is later than You expect (when making Your request via the Rain App) or the funds Your Bank makes available may be less than the amount You had requested.  You could, for example, receive an amount from Your Bank in Your Primary Bank Account that is less than the amount You had requested for the Electronic Payment if Your Bank delays access to such funds or exercises any right Your Bank may hold to set off or make any other deduction from Your Primary Bank Account.

12. You Authorize Rain to Act as Your Agent for Certain EFTs.   Depending on the type(s) of EFT services that Rain makes available to You (as part of the Services), You may request that Rain process one or more payments made by another person (the “payor) that are intended to be provided or are owed to You (as “payee” for each such payment).  Rain may act, in its sole discretion, to offer one or more types of EFT services to You so that there can be a transfer of funds from a payor to You.  Rain reserves the right to elect to suspend or condition the provision of any such EFT services to You.  To the extent permitted by the law that applies to You or to Rain for certain types of EFT services involving a payment from a payor to You as the payee, as between You and Rain, You authorize Rain to act as Your agent to accept each payment on Your behalf.  You warrant that, each time You request a payment to be processed by Rain, You have the authority to designate Rain as Your agent to receive such payment on Your behalf; if You elect to withdraw Your authorization for Rain to act as Your agent, You warrant that You shall not use the Services in any manner that indicates Your approval for Rain to process a payment from a payor to You.  If You use the Services such that You authorize Rain to act as Your agent, then as between You and Rain, Rain warrants that: (i) Rain shall receive a payment from a payor in accordance with the payor’s instruction; (ii) upon acceptance of the instruction by the payor and receipt of funds therefor, the payment to Rain constitutes payment to You (and discharges the payor’s obligation for that payment); and (iii) Rain shall process such payment to affect the credit of funds to Your Primary Bank Account or to an account that You hold via the Rain-Branded Services (which account You have designated, as of the time the transaction is initiated).  Without limiting the scope of the preceding sentence, You acknowledge and agree that Rain has no duty to You to inspect or correct any instruction given by the payor when Rain acts as Your agent to receive a payment on Your behalf (including to an account that You hold via the Rain-Branded Services), and You agree to hold Rain harmless for any type of error that may occur in such payment (except that Rain shall not be held harmless if Rain commits any act or omission causing the error).  You acknowledge and agree that, as necessary or appropriate, You or Rain may communicate to any person (including any payor) that Rain is authorized to act as Your agent when You are the payee for one or more payments.  

13. Transactions in Your Rain Account.  

(i) You may view transactions in Your Rain Account by using the Rain App.

(ii) ALL QUESTIONS ABOUT TRANSACTIONS INVOLVING YOUR ELECTRONIC PAYMENTS MADE WITH THE RAIN APP MUST BE DIRECTED TO RAIN, AND NOT TO YOUR BANK WHERE YOU HAVE YOUR ACCOUNT.  Rain is responsible for the Services and for resolving any errors in transactions made with the Rain App.  

(iii) Rain will not send You a periodic statement listing transactions that you make using the Rain App.  The transactions will appear only on the statement issued by Your Bank.  SAVE THE RECEIPTS YOU ARE GIVEN WHEN YOU USE YOUR RAIN ACCOUNT ON THE RAIN APP, AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK.  If You have any questions about one of these transactions, call us at (424) 369-7246.  You also may write to us at the address provided in Section 14.

14. Error Resolution.  In case of errors or questions about Your Electronic Payments, contact us at  (424) 369-7246 or write to us at:

209 10th Ave S Ste 160
Nashville, TN 37203-0702

You must contact us as soon as You can if you believe Your statement or receipt is incorrect or if You need more information about a transfer listed on the statement or receipt.  Rain must hear from You no later than 90 days after the FIRST statement provided by Your Bank that shows the problem or error.

(i) Tell us your name and account number (if any).

(ii) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

(iii) Tell us the dollar amount of the suspected error.

If You tell us orally, we may require that you send us the complaint or question in writing within 10 business days.

Within 10 business days after we hear from You, Rain will determine whether an error has occurred, and will promptly correct any error.  If Rain needs more time, however, Rain may take up to 45 days to investigate the complaint or question.  If Rain decides to do this, Rain will credit, on a provisional basis (“provisional credit”), Your account within 10 business days for the amount You think is in error so that You will have the use of the money during the time it takes us to complete our investigation.  If Rain asks You to put your complaint or question in writing and we do not receive it within 10 business days of the date of that request, Rain may not credit Your account.

For errors involving new accounts, Rain may take up to 90 days to investigate Your complaint or question.  For new accounts, Rain may take up to 20 business days to credit Your account for the amount You believe is in error.

Rain will tell You the results within three (3) business days after completing Rain’s investigation.  If Rain decides that there was no error, Rain will send you a written explanation.  You may ask for copies of the documents that we used in our investigation.  If Rain had issued provisional credit, Rain may revoke the amount of that provisional credit, which may occur five (5) business days after Rain’s notice to You.      

15. Security Measures for Your Rain Account and Electronic Payments.  

Under certain circumstances, in order to protect Your Rain Account and the security and integrity of the network that uses the Rain App or the Services generally, Rain may, in its sole discretion, take account-level or transaction-level actions.  These account-level or transaction-level may imposed temporarily or permanently.  For example, depending on Rain’s contractual obligations with Your employer, Rain may impose account-level restrictions that affect Your use of the Services due to Rain’s arrangement with Your employer, including any action that Rain takes to terminate that arrangement. Rain’s decision about limitations and holds may be based on confidential criteria that are essential to Rain’s management of risk and the protection of the Rain App or the Services, its customers, or its service providers.  Rain may use propriety fraud and risk modeling when assessing the risk associated with Your Rain Account.  Rain also may be restricted by regulation or a governmental authority from disclosing certain information to You about such decisions.  

Rain shall not have any obligation to disclose to You information regarding any aspect of Rain’s process for risk management, its security procedures, or other factors that bear on account-level or transaction-level restrictions that Rain may impose.

1. (i)Limitations on frequency of Electronic Payments.  For security reasons and other reasons, Rain may impose limits on the number or frequency of Electronic Payments You can make using Your Rain Account.  For example, Rain may, in its sole discretion, restrict the number of Earned Wage Payments that You may request.
2. (ii)Limitations on dollar amounts of Electronic Payments.  Rain may, in its sole discretion, restrict the amount that You may request for an Electronic Payment.  For example, Rain may allow You to request an Earned Wage Payment in an amount that is limited to up to half of Your earned Wages (as of the time of the request) for that Electronic Payment.
3. (iii)Account limitations.  Limitations are implemented to help protect Your Rain Account or to protect Rain’s Services.  Your Rain Account may be limited (or “paused”) when:

(a) Rain reasonably believes You have breached this EWA Agreement;

(b) Rain suspects someone could be using Your Rain Account without Your knowledge;

(c) Another financial institution, such as Your Primary Bank, advises that someone has used Your linked payment methods without permission; or

(d) Rain is obligated by law to do so.    

You will need to resolve any issues with Your Rain Account before a limitation can be removed.  Normally, this is done after You provide Rain with the information that is requested. However, if Rain reasonably believes a risk still exists after You have provided us that information, Rain may take action to protect itself, its users, a third party, or You from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

1. (iv)Holds. A hold is an action that Rain may take either at the transaction level or the account level.  When Rain places a hold on an Electronic Payment, funds are not available to be transferred to Your Primary Bank Account or to an account that You hold via the Rain-Branded Services.  Rain reviews several factors before placing a hold on an Electronic Payment, including transaction activity in the Rain Account.  Rain may place a hold on transactions involving Your Rain Account or an account that You hold via the Rain-Branded Services if Rain, in its sole discretion, believes that there may be a high level of risk associated with You or Your Rain Account, or that placing such a hold is necessary based on any other factors.  Risk-based holds may remain in place for up to 180 days from the date the Electronic Payment was made.  Under some circumstances, Rain may release the hold earlier, but any earlier release is at Rain’s sole discretion.  

II. Assignment of Your Earned Wages

1. Assignment.  As between You and Rain, You warrant that, as of the time You request an Electronic Payment that is an Earned Wage Payment, that You: (i) have rights to the relevant employer or other person, such as an employment firm or company You have entered into a 1099 contractor agreement with, to receive Wages; (ii) have performed all of the work or other services of any kind necessary for Your rights to the full amount of the Wages, without any condition or qualification, including any inspection of work, right of discount, setoff, or “clawback” that may be exercised by the employer or person owing the obligation to You to pay Wages earned; and (iii) shall hold Rain harmless for any and all claims that may be made against You by any person in connection with the payment or receipt of Your Wages.  Upon each request You make for an Earned Wage Payment, You grant, assign, and transfer to Rain (which may be the Designated Affiliate) any and all rights that You hold corresponding to the Wages for that request.

2. You Do Not Have Any Right of Revocation; You Agree to Hold Rain Harmless.  Upon each request for an Earned Wage Payment, Your assignment to Rain of any and all of the rights to Your Wages is irrevocable if Rain has initiated Your transaction.  This means that, unless otherwise prohibited under applicable law You have no right to reverse or countermand any instruction You make on the Rain App or otherwise in Your Rain Account to assign any and all rights to Rain of Your Wages.  Once You complete a transaction (e.g., click “complete” or “submit” when requesting an Electronic Payment), Rain (which may be the Designated Affiliate), and not You, holds all of the rights to Your Wages that correspond to the amount of the Earned Wage Payment.  

3. You Must Expect an Adjustment to Your Paycheck.  When You request an Earned Wage Payment, You are assigning and transferring to Rain (which may be the Designated Affiliate) all rights that You hold corresponding to the Wages for that request.  That means that Your employer (not You) will be obligated to pay Rain for Your Wages which correspond to the amount of the Earned Wage Payment.  Because Rain will receive the payment from Your employer, Your employer will make one or more adjustments to Your paycheck or Your upcoming paychecks.  Due to that adjustment to Your paycheck(s), Your net pay will, relative to the amount that Your employer otherwise would have paid had You not requested the Earned Wage Payment.  

You acknowledge and agree that any adjustment(s) to Your paycheck(s) made by Your employer may be made in one or more pay periods.  Thus, for example, if You request an Earned Wage Payment in the first pay period in a calendar month, Your employer is permitted to make the adjustment to Your paycheck during a later period, including a period in a different calendar month.  You further agree that You shall hold Rain harmless for any and all losses or damages that You may experience due to the reduction in Your paycheck which results, directly or indirectly, from Your request for an Earned Wage Payment.

4. Rain May Further Assign Rights to Receive Your Earned Wages.  By using Your Rain Account, and upon each of Your requests for an Earned Wage Payment, You warrant that only You hold the rights to Your earned Wages.  You further warrant that You have not entered into any other agreement or transaction that could provide any person with rights to Your Wages.  Upon Your assignment to Rain of any and all of the rights to Your earned Wages in connection with any Earned Wage Payment, Rain may, in its sole discretion, assign its rights to any person, regardless of the time in relation to effecting any Electronic Payment.

5. Your Consent to Allow Rain to Monitor Your Accounts to Enforce Rain’s Rights.  By using Your Rain Account, and upon each of Your requests for an Earned Wage Payment, You signify Your consent to allow Rain to use any method that Rain, in its sole discretion, may select to monitor or otherwise collect information about Your accounts for the purpose of enforcing Rain’s rights under this EWA Agreement.  This means that You agree that Rain may collect data pertaining to Your Primary Bank Account or any other account (e.g., an account that You hold via the Rain-Branded Services), including Your Rain Account provided with Your use of the Services, in order to monitor transactions to allow Rain to assess whether You are using any other services provided by another party that could impair or obstruct Rain’s rights to Your assignment of Your earned Wages.        

6. No Access to Earned Wage Payments for a Covered Borrower (“Military Lending Act Notice”).   Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit.  In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). If You are “Covered Borrower” under the Military Lending Act (i.e., an active-duty member of the Armed Forces or a dependent of an active-duty member), then You are not eligible for obtaining any Earned Wage Payment(s) from Rain, including from the Designated Affiliate.  You may continue to use the Rain App or the Site for the purpose of using other parts of Rain’s Services, but for so long as You have the status as a Covered Borrower under the Military Lending Act, You may not obtain and should not request any Earned Wage Payment.  

III. Regulatory Matters; Fees; Arbitration Agreement; Other Terms  

1. REGULATORY MATTERS.

(i) Complaints:  You may reach out to Rain to raise a concern or to submit a complaint regarding the terms and conditions or, or the performance by Rain relating to, the Services.  To do so, You should notify Rain as soon as possible for You so that Rain can timely respond to Your concern or complaint, as appropriate.  If You wish to raise a concern or complaint, please provide a notice to Rain, and in Your notice please include: (1) Your name; (2) Your residential or mailing address; (3) Your username and the email address You used to set up Your account for the Services; and (4) Your telephone number.  

Send Your notice to:  

RAIN–  CONCERNS OR COMPLAINTS
209 10th Ave S Ste 160
Nashville, TN 37203-0702

Alternatively, You may send an email to Rain.  Please include, in the subject line of the email, an appropriate label for Your concern or complaint.  You may contact Rain at:  care@rain.us

Rain also will receive Your notice of any concerns or complaints via telephone, at (424) 369-7246.

(ii) Assignment to Designated Affiliate.   Under this EWA Agreement, any function or any part of the Services may be performed by, and any rights (as well as obligations) may be held by, an Affiliate of Rain Technologies Inc.  The Affiliate that is designated by Rain Technologies Inc. to perform functions or to hold the rights and obligations under this EWA Agreement is the “Designated Affiliate.”  For example, to comply with applicable law, this EWA Agreement may be between You and the Designated Affiliate so that the Designated Affiliate can perform the function of originating the Earned Wage Payment(s) that You request via the Rain App; in turn, as between the Designated Affiliate and You, the Designated Affiliate will hold all of Rain’s rights under this EWA Agreement, including the rights under Section (II) (“Assignment of Your Earned Wages”).  Without limiting Section (III)(7), Rain Technologies Inc. may assign to the Designated Affiliate any or all of the rights held by Rain Technologies Inc. under this EWA Agreement.  The term “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with either party, as applicable.  As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 25% or more of the voting equity securities or other equivalent voting interests of the entity.

(iii) No Indebtedness.  When You request an Earned Wage Payment, You do not make a promise to pay Rain in exchange for Your receipt of funds from Rain (or the Designated Affiliate).  This means that, in general, you are not responsible for making a payment to Rain for the Earned Wage Payment.  However, nothing in this section (III)(1)(ii) modifies or limits in any way the rights that Rain may hold under applicable law to recover any one or more Electronic Payments made to You if there is a basis for concluding that You have breached Your obligations under applicable law.

(iv)   No Debt Collection.  Rain does not engage in any debt collection activities related to an Earned Wage Payment, and Rain does not report data about You to a consumer reporting agency regarding an Earned Wage Payment.

1. PAYMENT AND FEES

(i) In general.  Rain may impose a fee or charge on You for use of the Services (each a “Fee”), particularly for the Services in connection with Electronic Payments.  Under this EWA Agreement, You shall be responsible for payment to Rain of the applicable Fee, and Your payment of the Fee shall be due at or around the time that You request or obtain the Services that are subject to the Fee, as Rain may specify.  You authorize Rain to initiate an Electronic Payment to debit Your Primary Bank Account or to otherwise accept payment from You (e.g., from an account that You hold via the Rain-Branded Services) to satisfy any or all Fees.  You represent and warrant that You are authorized to use any Cards or Payment Services You furnish under the Service.  However, Rain shall not charge You solely for use of the Rain App or to solely access your Account through another mechanism.

(ii) Transactions Eligible for Waiver(s) of Fees for Eligible Payment Method.  In its sole discretion, Rain may impose a lower Fee, suspend any or more Fees, or waive the imposition of one or more Fees for Your use of the Services depending on Your use of one or more eligible payment methods.  For example, if You were to use the Services in connection with Electronic Payments to a designated payment card, which type of card Rain may, in its sole discretion, designate, Rain may reduce or waive any Fee that otherwise would be imposed (i.e., if the Electronic Payment were to be made to Your Primary Bank Account without using that designated method).  Under this EWA Agreement, You shall continue to be responsible for payment to Rain of the applicable Fee, and whether You may be eligible for a lower Fee or a waiver of a Fee shall depend on the terms or conditions of the transaction(s) that apply at or around the time that You request or obtain the Services that are subject to the Fee.  

1. BINDING ARBITRATION

ARBITRATION NOTICE:  THIS EWA AGREEMENT CONTAINS AN ARBITRATION CLAUSE.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND RAIN AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND RAIN WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Rain reserves the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently.  Rain shall notify you in advance of Rain’s election to exercise its right to discontinue the Services.  Rain shall not be liable to You or any third party in the event that Rain exercises its right to modify or discontinue any portion or all of the Service.

Rain may change, at any time, this EWA Agreement or the Terms of Service for the Services, including for Rain’s Site or the Rain App.  If Rain materially changes this EWA Agreement or the Terms of Service so as to restrict a term or impose one or more new material conditions on You, Rain will let You know by showing the revised Terms of Service to You when You access the Services.  If Rain also notifies You via email, Rain shall use the email address You have on file with Rain, and Rain shall not be liable for resending any returned email so long as Rain uses the email address on its file.

1. DISPUTE RESOLUTION, MANDATORY ARBITRATION AND CLASS ACTION WAIVER

All claims and disputes, including all statutory claims and disputes, arising out of or relating in any way to this EWA Agreement or the Terms of Service or Your use of the Services shall be finally resolved by binding arbitration on an individual basis, except that You and Rain are not required to arbitrate any dispute in which either party seeks equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This means that unless You opt out of arbitration as provided below or except for the equitable relief described in the previous sentence, neither Rain nor You will sue in court before a judge or jury.  Rain and You also agree that no dispute subject to the terms of this Article II will be resolved as a class.  One neutral arbitrator will decide the dispute, and the arbitrator’s decision will be final except for a limited right of appeal under the Federal Arbitration Act.  The arbitrator may award declaratory or injunctive relief only for individual claims between Rain and You.

The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with its rules of practice and procedure (the “Rules”) in effect at the time that the claim is filed, except to the extent the Rules conflict with this EWA Agreement or the Terms of Service.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  The AAA Consumer Arbitration Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879.  Any claims or disputes involving less than US $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the amount sought is US $10,000 or more, the right to an in-person oral hearing will be determined by the Rules.  The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award.  Rain and You will be entitled to invoke the rules of discovery applicable to state court proceedings.  The arbitration proceedings will be conclusive and not appealable, and any party to any award rendered in any arbitration proceeding will be entitled to have judgment entered on that award.  The number of arbitrators shall be one, selected in accordance with the Rules, and the language of the arbitration will be English.  Unless non-appearance arbitration is elected, the arbitration will be held in Delaware, provided that, if You notify us in writing within 30 days after the initial notice of arbitration is delivered by a party, the arbitration may be held in Chicago, Illinois or Los Angeles, California.  If non-appearance arbitration is elected, the arbitration will be conducted by phone, online, written submissions, or a combination of the three, at the election of the party initiating arbitration, and the arbitration will not involve a personal appearance by parties or witnesses unless the parties mutually agree otherwise.  Other than costs that Rain is required to pay under the Rules, each party shall bear its own costs and expenses of the arbitration and one-half (1/2) of the fees and costs for the arbitrator, except as otherwise provided in the Rules or if the arbitrator determines the fees and costs should be borne by one of the parties.  The arbitrator may not award or assess punitive damages against either party.

RAIN AND YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE, INCLUDING ARBITRATION AND LITIGATION IN COURT, WILL BE CONDUCTED ONLY INDIVIDUALLY. Neither Rain nor You will seek to have any dispute heard as a class action, a class wide arbitration, a private attorney-general action, or any other proceeding in which either of Rain or You act(s) or propose(s) to act as a representative for others. Rain and You also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of Rain, You, and every other party to that arbitration or proceeding.

You may opt out of the arbitration and class actions waiver set forth above by sending a written notice of Your decision to opt-out in accordance with this Article II.  If you do so, neither You nor Rain can force the other to arbitrate.  To opt out, You must notify Rain in writing, which may be provided via email, no later than sixty (60) days after first becoming subject to this EWA Agreement (or first becoming subject to that certain contract that was entitled the “EFT Agreement”).  Your notice must include your name and address, your username and the email address You used to set up Your account for the Services, and an unequivocal statement that You want to opt out of this arbitration.  
To opt out of this arbitration, you may mail Your notice to:  

RAIN– ARBITRATION OPT-OUT NOTICE
209 10th Ave S Ste 160
Nashville, TN 37203-0702

Alternatively, You may provide Your opt-out notice via email to: care@rain.us.  If You choose to send an email to opt out of this arbitration, Your email must contain, at a minimum, a subject line that states: “RAIN– ARBITRATION OPT-OUT NOTICE.”

In the event of a dispute between You and Rain, to invoke Your opt-out right, You must retain a copy of Your opt-out notice, as well as proof of mailing of Your opt-out notice within the prescribed period (e.g., within 60 days of the date that You first downloaded Rain’s App).

If You elect to opt out, each of You and Rain irrevocably (i) consents to the exclusive jurisdiction and venue of the state and federal courts in the State of Delaware in connection with any matter arising out of this EWA Agreement, (ii) waives any objection to such jurisdiction or venue, (iii) agrees not to commence any legal proceedings related hereto except in such courts, (iv) consents to and agrees to accept service of process to vest personal jurisdiction over it in any such courts and (v) waives any right to trial by jury in any action in connection with this EWA Agreement.  

This Article II may be amended from time to time in accordance with this EWA Agreement.  If you did not opt out of mandatory arbitration as provided above, You may reject any change Rain makes to this Article II by sending Rain a notice within thirty (30) days after first becoming subject to the amended Agreement.  Send Your notice rejecting changes to this Article II to the address provided above.  In the event of a dispute between You and Rain, to invoke Your right to apply an earlier version of this Article II, You must retain a copy of Your rejection notice, as well as proof of mailing of Your rejection notice within the prescribed period.  Rain reserves the right to make additional amendments to this Article II.  If you wish to reject additional changes to this Article II, You must notify Rain in accordance with this Article II for each change in accordance with the terms hereof.

1. APPLICABLE LAW

This EWA Agreement and all duties and obligations arising pursuant to this EWA Agreement shall be governed by the laws of the State of Delaware, excluding the conflicts of laws rules of that State, as though this EWA Agreement was made and performed entirely within that State.  Notwithstanding the preceding sentence, any and all matters relating to the copyrights or any other intellectual or industrial property rights hereunder will be governed by the substantive laws of the United States of America.  

1. PRIVACY NOTICE

Rain’s Privacy Notice describes Rain’s treatment of personally identifiable information (sometimes defined as “nonpublic personal information”) about You.  If there is a conflict between this EWA Agreement and Rain’s Privacy Notice, Rain’s Privacy Notice shall have precedence with respect to the subject matter covered by it.  

1. TERM

The Services shall be provided from the date on which You download or register for the Services and accept this EWA Agreement, and the Services shall continue until terminated.  

Rain may at any time, and in Rain’s sole discretion, modify or suspend the Services, discontinue the Services, or terminate Your access to or use of the Services.  Any such action by Rain to modify or discontinue the Services may adversely affect the extent to which You may continue to use of the Services.  Rain shall not be liable to You or to any third party for any modification or suspension, or discontinuance, of the Services, or for Rain’s determination, in its sole discretion, to terminate Your access to or use of the Services.  

1. ASSIGNMENT

Any right or license granted to You under this EWA Agreement or any other agreement may be transferred or assigned by You only with Rain’s prior written consent.  For any rights that Rain holds under this EWA Agreement or any other agreement between Rain and You, Rain may assign its rights without restriction and without notice to You.

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