Rain Bill Payables Agreement

By accessing Rain’s bill pay service (“Bill Pay Service” or “Service”), you agree to be bound by the terms and conditions of this Bill Payables Agreement (“Agreement”) and acknowledge its receipt and your understanding of its terms. This Bill Payables Agreement is part of, and incorporated by reference into, the Platform Agreement entered into between you and Rain. Capitalized terms that are not defined here have the definitions provided in the Platform Agreement.  

INTRODUCTION

This Agreement explains the terms and conditions for accessing the Bill Pay Service functionality and conducting Bill Pay transactions via the Rain Platform.

This is your bill paying agreement with Rain. You may use Rain’s Bill Pay Service to make payments from the Rain Platform to the Vendors you choose in accordance with this Agreement. The terms and conditions of this Agreement are incorporated into, and in addition to, the Rain Platform Agreement, the Rain Fee Agreement and any other applicable written agreements in effect and as amended from time to time governing your Account (the “Account Rules”).

As used in this Agreement, the terms “Company”, "you" or "your" means each entity and authorized user, who acknowledges the bill paying enrollment form or is otherwise authorized to use the Service. "Vendor" means anyone, including Rain, you designate, and Rain accepts as a Vendor.

Rain partners with other licensed entities to enable you to make payments to vendors. By enabling Bill Pay you are agreeing to their terms and conditions as well.

1. THE PARTIES  

This Agreement is a binding agreement between Company, hereafter referred to as “Debtor” and Signify Holdings, Inc., including its affiliates, successors, and assigns (hereafter referred to as “Creditor”).  

HEREINAFTER, the Debtor and Creditor (“Parties”) agrees to the following:

2. REPAYMENT AND COLLATERAL  

In order to facilitate the use of the Bill Pay feature, Rain agrees to release part of the collateral held under the smart contracts, and allow the user to transfer it to the bill pay provider in order to satisfy the obligations the user has to the existing vendor. In addition, and subject to the Rain Platform Agreement. Debtor agrees that they will maintain existing collateral in the collateral smart contracts such that at no point will Debtor’s existing purchase obligations, plus the value owed under this agreement and any other similar agreements, exceed the value of collateral locked in the smart contracts. Debtor understands that should the total value spent on their Rain account, plus the value owed under this and similar agreements, exceed the value locked in the smart contracts, Debtor may experience a liquidation event.

3. DEFAULT  

If for any reason the Debtor should not uphold their obligations under any section or portion of this Agreement, the Debtor shall be considered in default. Under such an event, the remaining balance of the Amount Owed shall be liquidated from the Debtor’s collateral contract, and any excess amount owed will be due immediately. The Debtor will be liable to pay all reasonable attorney's fees and costs of collection of the Creditor. In addition, the Creditor may reclaim any property or goods in connection with the Amount Owed, hold and dispose of the same, and collect expenses, together with any deficiency due from the Debtor, subject to the Debtor's right to redeem said items pursuant to law.

4. FEES AND FINANCING CHARGES  

The Debtor may incur fees and financing charges. These charges represent the current fee cap and will only be assessed if you request one or more of the services listed here. There will be no charge for any item if needed to correct a Creditor error. Net effective fees and charges for a specific transaction will be disclosed on the Platform prior to the origination of a Bill Pay transaction. Rain reserves the right to amend these fees and financing charges from time to time.  

00.2%-00.4% of total payment

PLUS

          Domestic Payment Request --------------$35.00

          Stop Payment ----------------------------$35.00

          Returned Payable due to Debtor Error ----$25.00

          ACH -------------------------------------- FREE

          Wire --------------------------------------$35.00

5. SERVICE PARTNER

User understands that Rain is providing accessibility to the bill pay service through a third party provider who User signs an independent agreement with, and that all responsibilities and obligations are between User and Third Provider. User understands that all obligations to facilitate and provide for the payment of any bill are solely on the Third Party partner, as governed by any agreement between the User and Third Party.  

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL CREDITOR OR ITS AFFILIATES, OFFICERS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES BE LIABLE TO DEBTOR OR ANY THIRD PARTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY), FOR ANY (A) FAILED BILL PAYMENTS OR INTERRUPTION OF THE SERVICE, COST OF PROCURING SUBSTITUTE TECHNOLOGY OR SERVICE, LOSS OF BOND, BUSINESS, REVENUES, PROFITS, REWARDS OR GOODWILL; (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING THOSE ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE; OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES AND FINANCING CHARGES (IF ANY) PAID BY DEBTOR TO CREDITOR IN THE [ONE (1) MONTH PERIOD] PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, EVEN IF CREDITOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, AND REGARDLESS OF WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. ANY CLAIM DEBTOR MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN THIRTY (30) DAYS AFTER THE DISCOVERY OF THE EVENT GIVING RISE TO SUCH CLAIM. CREDITOR IS NOT LIABLE FOR FACTORS OUTSIDE ITS REASONABLE CONTROL INCLUDING ANY ACTIONS OR INACTIONS FROM PROGRAM PARTNERS.  

7. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (“Governing Law”).

8. SEVERABILITY

The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.

9. EXISTING TERMS

Debtor agrees that they are still bound by other agreements between Debtor and Creditor including but not limited to the Rain Platform Agreement, Rain Fee Agreement, The Rain Privacy Policy, and the Rain User Agreement.  

10. SUCCESSORS AND ASSIGNS

This Agreement binds and is for the benefit of successors and permitted assigns of each party. Debtor may not assign this Agreement or any rights under it without Creditor’s prior written consent which may be granted or withheld in Creditor's discretion. Creditor may, without the consent of or notice to Debtor, sell, transfer, or grant participation in any part of Creditor’s obligations, rights or benefits under this Agreement.

11. INDEMNIFICATION

Debtor will indemnify, defend and hold harmless Creditor and its officers, employees, and agents against: (a) obligations, demands, claims, and liabilities asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) losses or expenses incurred, or paid by Creditor from or consequential to transactions between Creditor and Debtor (including reasonable attorney’s fees and expenses), except for losses caused by Creditor’s gross negligence or willful misconduct. The Debtor represents, and warrantees’ information collected for the purposes of establishing a new Vendor and will hold-harmless the Creditor for errors arising from Debtor error.

13. TIME OF ESSENCE

Time is of the essence for performance of all obligations in this Agreement.

14. AMENDMENTS IN WRITING

All amendments to this Agreement must be in writing.

15.   SURVIVAL

All covenants, representations and warranties made in this Agreement continue in force while any Obligation remains outstanding. Debtor’s indemnification obligations survive until all statutes of limitations for actions that may be brought against Creditor have run.

16. ENTIRE AGREEMENT

This Agreement contains all the terms agreed to by the Debtor and Creditor relating to this subject matter, including any attachments or addendums, but incorporates the existing terms and contracts described in (9), above.  

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