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

This Agreement between Rain Technologies Inc. and you governs the terms and conditions for Rain’s products and services in connection with earned wage advances, including electronic fund transfer services.  To obtain Rain’s products and services in connection with earned wage advances, you will have  access to and use of Rain’s mobile app (the “Rain App”), Rain’s website (the “Site”), and each of the products and services that Rain offers or provides to you.  The person who uses the Rain App, the Site, or who seeks to obtain—or obtains— any product or service from Rain (“You”) is agreeing to both (i) all of the terms and conditions of this Agreement and (ii) all of the terms and conditions of the Terms of Use.

When You use the Rain App, the Site, or any aspect of the Services to indicate Your acknowledgement and agreement to the following terms and conditions, You agree to be bound by this Agreement (which also may be referred to as the “Earned Wage Advance Agreement”).

Except as otherwise prohibited by law or permitted by the Terms of Use or this Agreement, Rain may, at any time, change any condition, term, or provision of this Earned Wage Advance 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.  If Rain materially changes a provision of this Earned Wage Advance Agreement, Rain will let You know by showing the revised provision when You access the Services, and Rain shall send You an email notifying You of the revised provision of this 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 carefully read each of the parts of this Earned Wage Advance Agreement, which contains:

I. Agreement for an Earned Wage Advance via Extension of Credit

II. Electronic Fund Transfer (EFT) Agreement

III. Agreement for an Earned Wage Advance via Your Assignment of Your Earned Wages

If Rain has an agreement in place with Your employer relating to the provision of Earned Wage Payments (as defined in Section II), Section I may not apply to You.  This Earned Wage Advance Agreement covers an earned wage advance, as provided in Section I, as well as Earned Wage Payments, and Your eligibility or qualification(s) for either product may vary, depending on the product, as Rain may determine.

1. Earned Wage Advance.  Except as provided in Section III of this Earned Wage Advance Agreement, when You request an earned wage advance, You will be requesting an extension of credit (or “Loan”) from Rain.  As Rain may decide, in its sole discretion, Rain may respond to Your request for an earned wage advance by making an Electronic Payment (as defined in Section II) for funds from Rain to You.  You represent and warrant that, at any time You request a Loan from Rain through an earned wage advance that (i) You agree to all of the terms and conditions of this Earned Wage Advance Agreement and (ii) You agree to each and all of the charges (each a “Fee”) that Rain imposes at that time in connection with the Loan.  You further represent and warrant that as of the time You request an earned wage advance, as between You and Rain, that You (a) have rights against the relevant employer or other firm (such as an employment firm) to receive wages, salary, or other cash benefits due to be paid (“wages”); (b) have performed all of the work or other services of any kind necessary for Your rights to the wages; (c) 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.  In order for You make a request for an earned wage advance, 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.

2. Promise to Pay.  In return for any Loan provided to You by Rain to satisfy Your request for an earned wage advance, You promise to pay any and all amounts due and owing to Rain.  You represent and warrant that (i) for each time You request an earned wage advance from Rain, You meet all of the terms and conditions of this Earned Wage Advance Agreement and (ii) You shall be personally liable to fulfill Your promise to pay all amounts due and owing, including all Fees, to Rain.

3. Fees.  (i) The “Service Fee” is the fee that Rain may charge You when You use the Rain Services to request one or more earned wage advances during a given period of time (the “Service Fee Period”).  The Service Fee Period begins on the date that You first request an earned wage advance, regardless of the date on which You receive funds for the Loan, and ends fourteen (14) days after the date of that request.  During the Service Fee Period, You may request one or more additional earned wage advances (up to the transaction or other limit that Rain may impose) without incurring another Service Fee.  Upon expiration of any Service Fee Period, when You again use the Rain Services to request another earned wage advance, a new Service Fee Period begins, and Rain may charge You another Service Fee.   Rain reserves the right to modify any amount of the Service Fee or any duration of the Service Fee Period.  (ii)  The “Transaction Fee” is the fee that Rain may charge You each time You use the Rain Services to request an earned wage advance.  The Transaction Fee may apply each time You request an earned wage advance, and may be imposed even if Rain does not charge a Service Fee. (iii)  For the Service Fee or the Transaction Fee, Rain may make one or more Electronic Payments for funds from You to Rain for You to pay each such Fee.  Your payment of each Fee may be separate from the Electronic Payment that Rain makes for You to repay the Loan.

4. Payment Due In Full For Each Loan.   In return for any Loan provided to You by Rain to satisfy Your request for an earned wage advance, You promise to pay the full amount of the Loan in one payment; provided, however, that Rain reserves the rights to initiate one or more Electronic Payments for any Fee that You owe in connection with the Loan.  The “Scheduled Due Date” is the date that You shall be required to pay the full amount of the Loan.  Except as Rain otherwise permits, at the time that You request an earned wage advance, You and Rain agree shall agree to the Scheduled Due Date.  By agreeing to the Scheduled Due Date, You agree that Rain is authorized to initiate one or more Electronic Payments from Your Primary Bank Account (as defined in Section II) on or after the Scheduled Due Date until You have satisfied all of Your obligation to pay any and all amounts due and owing to Rain in connection with the Loan.  You may repay, without any additional fee, any or all of the amount of the Loan or Fees relating to Your Earned Wage Advance prior to the Scheduled Due Date.

5. Electronic Payment for Earned Wage Advance. (i)  Except as provided in clause (ii) of this subsection (I)(5), in return for any Loan provided to You by Rain to satisfy Your request for an earned wage advance, You represent and warrant that You request Rain to initiate an Electronic Payment for You to repay (a) the Loan and (b) any other Fee or other charges that You owe to Rain.  You acknowledge and agree that choosing to use the Rain Services to request an Electronic Payment is at Your election, and Rain does not require (and You are not obligated) under this Agreement to repay any Loan by an Electronic Payment.  (ii)  If You prefer to satisfy Your obligation to pay Rain for the Loan or any Fee through a means other than an Electronic Payment, You must contact Rain at:

Rain Technologies Inc.
258 3rd Avenue
Venice, CA 90291
424-369-RAIN
care@rain.us

6. Limits.  (i)  Without limiting any provision of this Earned Wage Advance Agreement, Rain may impose, at any time, any condition, limit, or restriction on (a) Your use of the Rain Services or (b) Your eligibility or qualification(s) to request an earned wage advance or to obtain a Loan.  For example, Rain may impose on You certain conditions, limitations, or restrictions that (w) condition any request You may make for an earned wage advance based on Your estimate of (or the actual) amount of Your earned wages as of the date of Your request, (x) require You to request a minimum amount of a Loan, (y) limit the maximum amount of any Loan, or (z) restrict the number of times that You may request an earned wage advance, either during or without regard to any Service Fee Period.   (ii)  Rain reserves the rights to make any modification to, or to suspend, the Rain Services or to impose any condition, limit, or restriction on Your eligibility or qualification(s) to request an earned wage advance or to obtain a Loan in order for Rain to comply with any applicable law.  (iii)  Without limiting any other provision of this Earned Wage Advance Agreement, Rain expressly reserves the rights to act under this subsection I(6) without any prior notice or other obligation.  (iv)  To the extent necessary to comply with applicable law, including any order adopted or issued by any government authority acting in accordance with law, Rain warrants that Rain has no legal or contractual claim against You based on a failure to satisfy Your obligations under this Section I.

7. Tips.  In connection with any request You make for an earned wage advance, Rain may ask whether You wish to provide a voluntary payment to Rain to help compensate Rain for the Rain Services. You understand and agree that: (i) any request that Rain makes for a voluntary payment is solely for Rain and not for or on behalf of any other person, (ii) any voluntary payment of funds that You make to Rain shall become (upon the completion of such payment) Rain’s property, which Rain may, in its discretion, keep or transfer to another person, and (iii) Your use of the Rain Services or of any request You make for an earned wage advance or a Loan is not dependent on, or based on any expectation by Rain, of Your choice to make a voluntary payment to Rain to help compensate Rain.  When You agree to make a voluntary payment to Rain, You represent and warrant that You request Rain to initiate an Electronic Payment for You to transfer funds to Rain.        

1. Creation of Your Rain Account.  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 Earned Wage Advance 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 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 electronic fund transfer (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 checking account, savings account, or other type of asset account (including an account accessed through a stored value card) that You hold with a bank or credit union (“Your Bank”).   At all times, You shall designate one of Your transaction accounts held at Your Bank to be linked to Your Rain Account. (“Your Primary Bank Account”).  You may change Your Primary Bank Account, except to the extent that Rain prevents or postpones the change, such as to 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 or charge 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 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.  Without limiting Your responsibility for action or inaction by Your Bank,  You acknowledge and agree that Rain shall not be responsible for, and shall not be required to reimburse You, for any fee that Your Bank may impose on You for nonsufficient funds (an “NSF Fee”) in Your Primary Bank Account.

5. Fees.  Rain may impose a fee or charge on You for use of the Services (each a “Fee”) relating to any Electronic Payments.  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 for any Fee.  BY ACCESSING OR USING THE RAIN APP OR YOUR RAIN ACCOUNT, YOU SIGNIFY YOUR AGREEMENT TO PERMIT RAIN TO DEBIT OR OTHERWISE CHARGE YOUR PRIMARY BANK ACCOUNT FOR ANY FEE.

6. Rain’s Liability for Failure to Make Electronic Payments.  If Rain does not complete an Electronic Payment that You request or otherwise authorize by the time specified or in the amount You request for that Electronic Payment, Rain shall be liable for any loss or damage that You experience as a result of the untimely or incorrect payment.  However, Rain shall not be liable to You under other circumstances relating to an Electronic Payment, including:

• If, through no fault of Rain, You do not maintain accurate information relating to Your Primary Bank Account;
• 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
• If one or more other exceptions contained in this Agreement 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:

• Necessary to conduct or to complete any transaction for the Electronic Payment or to settle or to document the Electronic Payment;
• Authorized by You, which authorization may be made orally or in writing; or
• 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 (plus Your maximum overdraft line or credit).  Telephoning is the best way of keeping Your possible losses down.  You can call: 415-510-9071 or write:

Rain Technologies Inc.
258 3rd Avenue
Venice, CA 90291
424-369-RAIN
care@rain.us

If You tell us within 2 business days 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 2 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 Your statement 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 60 days after the statement was mailed to You or sent to You electronically, You may not get back the money You lost after the 60 days if we can prove that we can stop someone from taking the money if You had told us in time.  If a good reason (such as a long trip or a hospital stay) kept You from telling us, we will extend the time periods.

9. Electronic Payment for Earned Wage Payment.  You may request an Electronic Payment to be initiated by Rain in order for You to obtain funds corresponding to Your earned wages.  An Electronic Payment intended to transfer funds corresponding to Your earned wages is defined in this Agreement as an “Earned Wage Payment,” and Rain may, in its sole discretion use any other term or description for such a transaction, such as in Rain’s marketing or promotional materials relating to the Rain App or for Your Rain Account.  As between You and Rain, You warrant that, as of the time You request an Earned Wage Payment, that You: (i) have rights against the relevant employer or other firm (such as an employment firm) to receive wages, salary, or other cash benefits due to be paid (“wages”); (ii) have performed all of the work or other services of any kind necessary for Your rights to the wages; (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.  In order for You make a request for an Earned Wage 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.  Without limiting the scope of the preceding sentence, for each Earned Wage Payment that You request, You warrant that: (a) Rain may limit the amount of funds to be transferred for the Earned Wage Payment to be at or below any threshold that Rain, acting in its sole discretion may set; (b) all information that You provide to Rain is accurate; and (c) You will hold Rain harmless for any loss or damage that You may experience if Rain, acting in its sole discretion, limits the amount or timing of any Earned Wage Payment to conform with the thresholds or limits that Rain may establish for Your Rain Account.  This means that if the amount or the timing of an Earned Wage Payment does not conform to the thresholds or limits that Rain may establish for Your Rain Account, Rain may exercise its rights to modify Your request so that an Electronic Payment may satisfy part of Your request for the Earned Wage Payment.

10. Settlement of Funds in Your Primary Bank Account.  You warrant that You, not Rain, are responsible for the timing of making any request for an Earned Wage Payment in order for funds to be available to You in Your Primary Bank Account.  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.  This means that, even though Rain shall be obligated to You to effect the Electronic Payment in the amount you request for each Earned Wage Payment, the funds made available to You by Your Bank could be available to Your on a date than is later than You expected (when making Your request via the Rain App) or 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 Earned Wage Payment if Your Bank delays access to such funds or exercises any right Your Bank may hold for set off or other deduction from Your Primary Bank Account.

11. Statements for Your Rain Account. You have the right to receive an account statement showing Your Rain Account activity.  You may view Your Rain Account statement by logging into Your Rain Account on the Rain App using Your Credentials.

(i) Transfers.  You can get a receipt at the time you make any transfer to or from Your Rain Account using the Rain App.

(ii) Periodic statements.  Rain shall provide You with a [monthly][quarterly] account statement (unless there are no transfers in a particular month).  In any case, You will get the statement at least quarterly.

12. 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.

(i) Limitations on frequency of Electronic Payments.  For security reasons and other reasons, there are limits on the number of Electronic Payments You can make using Your Rain Account. During any month (which may Rain may define as either a calendar month or a 30-day period), Rain may Limit Your use of the Rain Services such that You may be restricted to up to 8 transactions for any combination of earned wage advances (and resulting Loans) and Earned Wage Payments.

(ii) Limitations on dollar amounts of Electronic Payments.  You may transfer up to half of Your earned wages for each Earned Wage Payment during a pay period.

(iii) Account limitations.  Limitations are implemented to help protect Your Rain Account when Rain notices restricted activities or activity that appears to be usual or suspicious. Your Rain Account may be limited when:

• Rain suspects someone could be using Your Rain Account without Your knowledge.
• Another financial institution, such as Your Primary Bank, advises that someone has used Your linked payment methods without permission.
• Rain is obligated by the law to do so.
  
• Rain reasonably believes You have breached this Agreement.
  

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.

(iv) Holds.  A hold is an action that Rain may take under certain circumstances either at the transaction level or the account level.  When Rain places a temporary hold on an Electronic Payment, the money is not available to either the depositor or the recipient.  Rain reviews many factors before placing a hold on an Electronic Payment, including, but not limited to transaction activity, the history of an account, and past disputes.  Rain may place a hold on transactions involving Your Rain Account if, in Rain’s sole discretion, Rain believes that there may be a high level of risk associated with You, or Your Rain Account, or Your transactions or that placing such a hold is necessary based on a number of factors, including information available from internal sources or from third parties.  Risk-based holds may remain in place for up to 180 days from the date the Electronic Payment was made.  Rain may release the hold earlier under certain circumstances, but any earlier release is at Rain’s sole discretion.

If Rain has entered into an agreement with one or more of Your Employers relating to the provision of Earned Wage Payments, then this Section III shall supersede Part I of this Agreement when You request an Earned Wage Payment.

1. Assignment.  As between You and Rain, You warrant that, as of the time You request an Earned Wage Payment, that You: (i) have rights to the relevant employer or other firm (such as an employment firm) to receive wages, salary, or other cash benefits due to be paid (“wages”); (ii) have performed all of the work or other services of any kind necessary for Your rights to the wages; (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 of Your requests for an Earned Wage Payment, You grant, assign, and transfer to Rain 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 of Your requests for an Earned Wage Payment, Your assignment to Rain of any and all of the rights to Your wages is irrevocable.  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.  This means that: (i) once You complete a transaction (e.g., click “complete” or “submit” when requesting an Electronic Payment), Rain, and not You, holds all of the rights to Your wages that corresponds to the amount of the Earned Wage Payment; and (ii) Your paycheck when paid by Your employer will reflect the deduction or other subtraction of the wages You have earned.  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 the request You had made for an Earned Wage Payment.

3. 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.

4. 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 Agreement.  This means that You agree that Rain may collect data pertaining to Your Primary Bank Account or any other account 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.