ELECTRONIC FUND TRANSFER (EFT) AGREEMENT ASSIGNMENT OF YOUR EARNED WAGES

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. 

ELECTRONIC FUND TRANSFER (EFT) AGREEMENT

ASSIGNMENT OF YOUR EARNED WAGES  

Effective Date:  September 1, 2023

This Electronic Fund Transfer Agreement (“EFT Agreement”) is 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 all of the terms and conditions of this EFT 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 EFT 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 EFT 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 EFT Agreement also involves terms and conditions for Rain’s Services that also 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 the terms and conditions of this EFT Agreement.  

Under this EFT Agreement, Rain may, at any time, change any condition, term, or provision of the EFT 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 EFT Agreement and if Rain has your current email address, Rain will send You an email notifying You of the revised provision of the 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 EFT 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 EFT AGREEMENT, BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THIS EFT AGREEMENT AND THE MOST RECENT VERSION OF THE TERMS OF SERVICE.  

For certain types of EFT services and depending on applicable law, by entering into this EFT 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, 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 Agreement.  Depending on Your state of residency, You may have certain rights under that state’s laws that affect the terms and conditions of this EFT Agreement.  To the extent there may be a conflict between a term or condition of this EFT Agreement and the applicable law of Your state, the term or condition of this EFT Agreement may not apply.        

This EFT Agreement includes the following main parts:  

I. Electronic Fund Transfer (EFT) 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. Electronic Fund Transfer (EFT) Agreement

1. Your Rain Account; Login to Your Rain Account Constitutes Acceptance of this EFT 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.  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 EFT 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 transaction to or from Your Rain Account.  Without limitation, a payment transaction 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, or Your bank or credit union (or its agent).   

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 EFT Agreement, Your linked account 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).  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.  Rain may impose a fee or charge on You for use of the Services (each a “Fee”) relating to any Electronic Payment.  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.  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.  

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, 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.    

Notwithstanding the foregoing provisions of this Section (I)(6), Rain shall not be liable to You under any circumstances relating to an Electronic Payment 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 EFT 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 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. 

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 EFT 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 EFT Agreement as 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.  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 (which 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, 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, Rain may, in its sole discretion, take account-level or transaction-level actions.  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 Rain’s risk management or its security procedures. 

(a) Rain reasonably believes You have breached this EFT 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. 

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 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 an adjustment to Your paycheck.  Due to that adjustment to Your paycheck, Your net pay may appear to be lower, 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 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 EFT Agreement.  This means that You agree that Rain may collect data pertaining to Your Primary Bank Account or any other account, 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. Your Consent to Allow Rain to Recover Certain Transactions.  Rain reserves all of its rights against You if there is a reasonable basis to conclude that You have breached this EFT Agreement.  Rain may recover any one or more Electronic Payments made to You if there is a basis for concluding that You have breached Your obligations.  For example, an Electronic Payment may be recovered if there is a reasonable basis to determine that You: (i) did not perform all of the work or other services necessary for Your rights to the full amount of the Wages; (ii) are seeking, or have accepted, payment(s) for Wages from Your employer at or after the time of Your requests for the Earned Wage Payment(s) from Rain; or (iii) You grant to another person any or all of the portion of the intangible rights that You have granted to Rain.  This means that if, for example, You request an Earned Wage Payment at or around the time that Your employment arrangement ends, for any reason, and Rain pays the Earned Wage Payment to satisfy Your request, You are not entitled to receive the payment of the same Wages from the employer.  If there is a basis to conclude that the employer has made its payment of Wages to You, and thus may be relieved of making that payment to Rain, You agree that Rain may initiate or originate one or more transactions to Your Primary Bank Account to recover the Electronic Payment(s) that had been made to You.  

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

(i) Assignment to Designated Affiliate.   Under this EFT 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 EFT Agreement is the “Designated Affiliate.”  For example, to comply with applicable law, this EFT 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 EFT 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 EFT Agreement.  For the purposes of this EFT 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.

(ii)  No Indebtedness.  When You request an Earned Wage Payment, You do not receive the funds in exchange for your promise to pay Rain.  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 holds to recover any one or more Electronic Payments made to You if there is a basis for concluding that You have breached Your obligations.  See Section (II)(6) (“Your Consent to Allow Rain to Recover Certain Transactions”). 

(iii)   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.

ARBITRATION NOTICE:  THIS EFT 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 EFT Agreement or the Terms of Service for the Services, including for Rain’s Site or the Rain App.  If Rain materially changes this EFT Agreement or the Terms of Service, 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.

All claims and disputes, including all statutory claims and disputes, arising out of or relating in any way to this EFT 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 EFT 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 New York, New York, 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 no later than thirty (30) days after first becoming subject to this 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.  Send Your notice to:  

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

care@rain.us

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 EFT 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 EFT Agreement.  

This Article II may be amended from time to time in accordance with this EFT 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.

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 EFT Agreement and Rain’s Privacy Notice, Rain’s Privacy Notice shall have precedence with respect to the subject matter covered by it.  

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

Any right or license granted to You under this EFT 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 EFT Agreement or any other agreement between Rain and You, Rain may assign its rights without restriction and without notice to You.  V. 3.5  Eff 20230901

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