Rain Management, W.L.L. registered under Commercial Registration No. 118040-1 with the Ministry of Industry, Commerce and Tourism and licensed and regulated by the Central Bank of Bahrain as a Crypto Asset Service Provider (Category 3) in the Kingdom of Bahrain, with its registered office in 42nd floor, United Tower, Manama, Bahrain (together with any or all of its affiliates, “Rain”, “we” or “us”) owns and operates a Crypto Asset (herein “Digital Currency”) trading platform through its website located at https://rain.bh (the “Site”), the associated mobile application (the “Application”, and together with the Site, “Rain”), and the services provided through Rain (collectively, the “Services”). This User Agreement sets forth the terms and conditions of your use of Rain. Rain reserves the right to amend this User Agreement from time to time at our discretion, and we will ensure that the most recent version of this User Agreement is always published on this page. You should, therefore, read this User Agreement from time to time, and we have the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of logging into Rain. If you do not agree with any such amendment your sole remedy is to terminate your use of the Services and close your account. BY OPENING AN ACCOUNT OR SIGNING IN TO RAIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY (“APPLICABLE LAWS AND REGULATIONS”). PLEASE READ THIS USER AGREEMENT CAREFULLY.
We do not at present accept or intend to accept any customers from the United States. In order to use Rain, you must first successfully provide the required identification information pursuant to our anti-money laundering (“AML”) and combating the financing of terrorism (“CFT”) compliance program (collectively, our “AML/CFT Program”) and our customer identification program (“CIP”, and together with the AML/CFT Program, the “Compliance Program”). For additional information on our Compliance Program and other internal policies and procedures governing the way Rain does business, you may access and read our Anti-Money Laundering Policy posted on our Site. In connection with the Compliance Program and any Applicable Laws and Regulations, you may be required to provide Rain with two identification documents and certain personal information, including, but not limited to, the following:
Date of birth
Government and/or tax identification number(s)
Occupation / source of income
You represent and warrant that you: (i) are of legal age to form a binding contract in the Kingdom of Bahrain, which is at least 21 and in your country of residence; (ii) have not previously been suspended or removed from using our Services; (iii) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (iv) are not restricted from using the Services under Applicable Laws and Regulations; and (v) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms. If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (b) you are duly authorized by such legal entity to act on its behalf.
Your Rain Account
After satisfying the eligibility requirements described above, to access Rain, you must register and open a Rain account, which is comprised of the following:
A user account (“User Account”); A fiat currency account (“Fiat Account”) that reflects its fiat currency balance; and A Digital Currency account (“Digital Currency Account”) that reflects its Digitals Asset balance. As used herein, “Digital Currency” means a currency created and held electronically and used as a medium of exchange based on the protocols of a decentralized computer network. Fiat currency in your Fiat Account may be held or transferred to bank accounts located in Bahrain or, subject to regulatory approval, elsewhere as part of our Services to you. Digital Currencies held in your Digital Currency account will be held or transferred to wallet addresses located in Bahrain or elsewhere in accordance with this User Agreement as part of our Services to you.
When you create an account, you agree to: (i) create a strong password that you do not use for any other website or online service; (ii) maintain the security of your account by protecting your password and restricting access to your account; (iii) promptly notify us if you discover or otherwise suspect any security breaches related to your account; and (iv) take responsibility for all activities that occur under your account and accept all risks of any authorized or unauthorized access to your account, to the maximum extent permitted by law. You agree that you will not grant any person access to your account, except as described herein, as granting access may violate Applicable Laws and Regulations.
Your transaction history is always available on Rain. You are responsible for monitoring your account and transaction history. You may report any unauthorized or suspicious activity to Rain using the contact information provided below. You have the right to receive monthly account statements.
Fiat currency deposits must be received from bank accounts that have successfully complied with our Compliance Program, otherwise such deposits will be rejected and returned immediately. Fiat currency withdrawals will only be made from user accounts. Fiat currency deposits and withdrawals will be processed during the normal business hours. Deposits and withdrawals of Digital Currencies will be processed based on the authentication and approval procedures prescribed by Rain from time to time and may be delayed in the event of scheduled downtime or disruptions in the network we use. We are not responsible for any delays in deposits or withdrawals of fiat currency or Digital Currencies. You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on Rain, are not the direct or indirect proceeds of any criminal or fraudulent activity.
You are not allowed to receive funds in your account from a sender other than yourself. Any funds you receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.
All brokerage trading fees and other applicable fees are at the discretion of Rain. Rain’s fees can be found here. Rain brokerage fees are charged on its quoted price for the applicable Digital Currency. The quoted price is inclusive of the source price and an internal margin determined by Rain. Rain may further communicate the applicable fees to you using any of its available communication channels.
Rain’s Pro is a full-service trading platform with advanced trading features associated with buying and selling Digital Currencies. The platform displays a moving price for Digital Currencies, bids and asks, and your open and completed orders, in close to real time.
Rain endeavors on a best effort basis to maintain the information displayed on Rain Pro as close to real time but it does not guarantee that information displayed at the time you place an order remains the same upon the order’s execution. You acknowledge and agree that there may be changes to your order and your order’s fees as a result of such change. Rain may also accept or reject orders placed as a result of such changes. Orders may be partially filled and fees applied on a tiered basis.
Once an order is placed, the full amount of funds required to fill the order (including any fees) are placed on hold in your account until your order is filled or is canceled. An order will be rejected if you do not have enough funds in your account to settle the order. All trade settlements are recorded on our internal ledger and result in adjustments to your account balances.
If you place a market order you agree and acknowledge that such orders self-execute at various prices (depending on the volume and prices of the total orders at that time), including at prices that are significantly less favorable than the displayed trading price, and may not be reversed or refunded. If you place a limit order you agree and acknowledge that such order may not execute if its conditions aren’t met and such orders may expire after a prescribed time.
Rain charges trading fees on its quoted prices for the applicable Digital Currency. Rain’s quoted price for an applicable Digital Currency is inclusive of the source price and internal margin determined by Rain. The fees pertaining to Rain Pro services can be found here. Rain may further communicate the applicable fees to you using any of its available communication channels.
Rain does not provide prioritization for orders on Rain Pro. As part of its services Rain may obtain Digital Currencies from the same sources that provide Digital Currencies for trading on Rain Pro.Rain strictly prohibits any act of market manipulation.
In addition to the User Agreement, Rain Pro is subject to its trading rules, which can be found here.
Sending Digital Currency
You may send your Digital Currencies from your Digital Currency Account at Rain to a designated wallet address. Dynamic network fees may apply to any Digital Currencies you send from your Digital Currency Account at Rain in accordance with its respective network. Once submitted to a Digital Currency network, a Digital Currency send and its corresponding network fee may be unconfirmed for a period of time pending sufficient confirmation by its network. Rain estimates these network fees and notifies you of the applicable fee at the time you authorize the Digital Currency send. The dynamic network fees are deducted from the total Digital Currency amount you send. The network fees applied by Rain are non-refundable. Confirmation level and time of your send(s) may vary depending on the network. Once your Digital Currency send is confirmed it will be reflected on your Digital Currency Account at Rain.
Errors and Cancellations
Rain endeavors on a best effort basis to execute all valid confirmed trades on its platforms. You may modify and cancel your trades prior to confirmation. A trade order is considered confirmed and actionable by Rain once confirmed by you and accepted by Rain’s platform. Once confirmed a trade is binding and cannot be reversed, cancelled, or modified. You accept that confirmed trades may not execute in the event market price movements surpass the confirmed or quoted prices. Any unexecuted trades may be cancelled.
Rain will make available receipts for all orders and trades settled in your user account or by electronic communication detailing the terms of the order or trade, provided, however, that the failure to provide such confirmation or receipt does not prejudice or invalidate any transaction in any way.
Rain does not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with Digital Currencies supported by Rain (collectively, “Advanced Protocols”). Do not use your User Account or Digital Currency Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Rain is not configured to detect and/or secure Advanced Protocol transactions and Rain assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.
Rain, including its platform, logo and other intellectual property is protected by applicable copyright, trademark and other intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Rain source code or similar proprietary or confidential data or other similar information provided via Rain, or to display Rain’s logo or other trade or service marks, without our express prior written consent. We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use Rain and to access the Services and other informational content in accordance with this User Agreement. All other uses are prohibited. All rights in and to Rain, and not granted herein, are reserved.
You are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not use your account to engage in the following categories of activities (“Prohibited Uses”):
Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
Use or attempt to use another user’s account without authorization, or to threaten, abuse, harass, stalk or otherwise violate or infringe on the legal rights of others, or to incite hateful, intolerant or violent speech or acts against another party;
Attempt to circumvent any of Rain’s controls or technology, or attempt to access any service or area of our Services that you are not authorized to access;
Develop any third-party applications that interact with our Services without our prior written consent;
Create or execute false, fraudulent, inaccurate, or misleading information, transactions or activities, including, but limited to, any manipulative or pre-arranged trades; and
Encourage or induce any third party to engage in any of the activities prohibited under this Section.
Prohibited Acts includes the use of the Services in connection with the following businesses, activities, practices or items: (i) investment and credit services; (ii) restricted financial services; (iii) intellectual property or proprietary rights infringement; (iv) counterfeit or unauthorized good; (v) regulated products and services; (vi) drugs and drug paraphernalia; (vii) pseudo-pharmaceuticals; (viii) substances designed to mimic illegal drugs; (ix) pornographic or obscene content and services; (x) multi-level marketing; (xi) unfair, predatory or deceptive practices; or (xii) high risk business ventures. Rain does not allow the use of its service on behalf of third parties. By signing up to Rain you declare that you use Rain’s services on your own behalf and not on behalf of another person. For institutional accounts, you declare that the services are used on behalf of the institution it is set up for and not for any other person or for other use.
Suspension; Termination; Cancellation
Rain may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your account if at its sole discretion. Examples of when we may do so include but are not limited to (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority, (ii) we reasonably suspect you of using your account in connection with a Prohibited Use, or use of your account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity, (iii) our service partners are unable to support your use, (iv) you take any action that Rain deems as circumventing Rain’s controls; or (v) you breach the terms of this User Agreement, any other policies or procedures published on Rain’s website, the Compliance Program or any Applicable Laws and Regulations.
If Rain suspends or closes your account, or terminates your use of the Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Rain from providing you with such notice. You acknowledge that Rain’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Rain’s risk management and security protocols. You agree that Rain is under no obligation to disclose (a) the reason it suspends or closes your account or terminates your access to any or all of the Services or (b) the details of its risk management and security procedures to you.
You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any legal process that we reasonably believe in good faith to be valid. You further agree that we and any third-party provider may honor any legal process, regardless of the method or location of service.
You may cancel your account at any time by withdrawing all balances and notifying us at the contact information provided below. You will not be charged for canceling your account, but you will be required to pay any outstanding amounts owed to Rain. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
You acknowledge and agree that in the event of account suspension, termination or cancellation, we have the right to offset any negative balances in your account any and all debts owed to Rain by buying or selling your Digital Currencies as necessary. Further, if your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to send you written notice. If you fail to respond to any such written notice as required by law, we may be required to deliver any such funds to the applicable governmental authority as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law and Regulations.
Risks of Use
You acknowledge and agree that your access to and use of the Services is at your own risk and that the risk of loss in trading Digital Currencies can be substantial. You should consider the following risks in accessing or using Rain:
Losses may occur over a short period of time based on a number of factors, including, but not limited to, fluctuations in the price and liquidity of Digital Currencies, changes in Applicable Laws and Regulations, a lack of financial regulation or deposit insurance protection, a lack of recognition of Digital Currencies as legal tender or lack of government backing;
Transactions in Digital Currencies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions will not be recoverable, and some Digital Currency transactions may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction, rendering “stop” orders or cancellations ineffective in some cases;
The value of Digital Currencies may be derived from the continued willingness of market participants to exchange fiat currency or Digital Currencies for Digital Currencies, which may result in the potential for permanent and total loss of value of a particular Digital Currency should the market for that Digital Currency disappear; and
The nature of Digital Currencies may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by Rain may prevent the access to or use of your Digital Currencies.
This statement is not included to be an exhaustive list of all the risks associated with Digital Currencies and using Rain. You should carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
While maintained with high levels of security, the nature of operations of leading third party crypto asset providers that maintain wallets for Rain could present risks, including but not limited to liquidity risk; credit risk; market risk; operational risk; risk of cyber-attack; fraud risk; and insolvency risk, at third party levels.
You understand and agree that by using Rain and placing orders, you have sufficient knowledge to place such orders. You are responsible for making sure that any orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities. You further understand and agree that we do not provide tax or investment advice, or legal advice relating thereto, and that all such decisions are made by you. To the extent you deem necessary, you should consult with your own qualified tax, financial or legal professionals in your own jurisdiction prior to using Rain or implementing a financial plan. We are not responsible or liable to you in connection with your decisions.
You understand and agree that Rain may connect to third-party websites or content, use third parties to gather, review and transmit your data or activity, and/or use third parties to provide us with market or other financial data. You hereby consent to our use of third parties for such purposes and agree that such third parties may (as applicable and necessary) access your account information. You agree not to violate the intellectual property rights of such third parties.
You understand and agree that Rain may engage any subcontractors and/or third party service provider to perform any or all of the services provided herein. You hereby consent to our use of subcontractors and/or third party service providers for such purposes and agree that the subcontractors and/or third party providers may (as applicable and necessary) access your account information. You agree not to violate the intellectual property rights of such third parties and/or subcontractors.
Rain is not currently regulated by any financial services regulator in the UAE. As mentioned in this section the risk of loss in trading or holding Digital Currencies can be substantial. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition.
DIGITAL CURRENCY VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF DIGITAL CURRENCIES HELD BY US ON YOUR BEHALF. THE SUPPLY OF DIGITAL CURRENCIES AVAILABLE TO US TO PROVIDE TO YOU AS A RESULT OF A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS AND OUR ABILITY TO DELIVER DIGITAL CURRENCIES RESULTING FROM A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS MAY DEPEND ON THIRD PARTY PROVIDERS THAT ARE OUTSIDE OF OUR CONTROL. WE DO NOT OWN OR CONTROL ANY OF THE PROTOCOLS THAT ARE USED IN CONNECTION WITH DIGITAL CURRENCIES AND THEIR RELATED DIGITAL CURRENCY NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS. ACCORDINGLY, WE DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY DIGITAL CURRENCIES (WHETHER OF A FORKED NETWORK, OTHER ADVANCED PROTOCOLS OR OTHERWISE), AND WE MAKE NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS OR DIGITAL CURRENCY NETWORKS. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF RAIN TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS.
Questions; Feedback; Complaints
If you have any questions, would like to provide feedback, or would like more information about Rain, please feel free to contact us at [email protected] If you would like to lodge a complaint, please contact us at [email protected]
Disclaimer of Warranties. THE SERVICES WE PROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. WE DO NOT REPRESENT NOR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF RAIN OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON.
Disclaimer of Liability. EXCEPT TO THE EXTENT REQUIRED BY LAW, RAIN HEREBY DISCLAIMS ALL LIABILITY TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF RAIN, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, WE HEREBY DISCLAIMS ANY LIABILITY TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF RAIN, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, SHALL INCLUDE ANY LOSS OF PROFITS OR LOSS OF EXPECTED REVENUES OR GAINS HOWEVER ANTICIPATED AND/OR LOSSES OF OPPORTUNITIES TO TRADE.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF RAIN OR ANY SERVICES PROVIDED BY US, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR CONTINGENCIES BEYOND OUR CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING RAIN, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF RAIN, THE SERVICES THEREON OR THE INFORMATION THEREIN.
THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY RAIN SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO RAIN.
IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.
Reasonable Care. We use commercially reasonable efforts to provide you with a reliable and secure platform, including an electronic trading platform and custody service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in using the Services. We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this User Agreement, or such higher care where required by law. You agree that we cannot be held responsible for any failure or delay, including any failure or delay to act by any third-party provider or our depository bank, any other participant, or for any act caused by your negligence. You further agree that we cannot be held responsible for acting on your instructions or any order submitted by you or any system failure, scheduled downtime , your inability to access the platform during periods of high or unprecedented traffic, or other error that prevents us from fulfilling our obligations under this User Agreement provided we used commercially reasonable efforts to reduce the occurrence or severity such issues, nor can we be held responsible for any other circumstances beyond our reasonable control. You agree and understand that Rain is not liable or responsible to you for any inconvenience or damage to you as a result of such circumstances, which includes any changes in the prevailing market rate. You understand and accept that a reasonable remedy in such circumstances is Rain exercising commercial reasonable efforts to return the platform to service and act on your valid instructions when it is received and confirmed. In addition, you agree and understand that any act or omission made by us in reliance upon or in accordance with any provision of any Applicable Laws or Regulations shall constitute reasonable care and be commercially reasonable.
Right of Withdrawal. You agree and understand that we have the right to withhold and/or withdraw from your Account any amounts deposited in error by us or any of our affiliates, unless otherwise prohibited by applicable law. We may exercise our rights to withdraw and/or set-off without recourse to collateral.
No interest. Any funds held in your User Account at Rain will not accrue interest.
Force Majeure. You agree and understand that in no event shall we be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Indemnities. In no event shall we be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of Rain. You agree to indemnify and hold us harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Rain or our performance or nonperformance of duties to you.
Legal Costs. You agree to indemnify us for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of Rain. As a result, we will be entitled to charge your account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of the said account until the matter is resolved. We will provide copies of all invoices on request.
Assignment. This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
Relationship of the Parties. You agree and understand that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Injunctive Relief. You agree and understand that your obligations and the obligations of each user set forth in this User Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.
Severability. You agree and understand that if any provision of this User Agreement, or application thereof, shall be determined to be invalid or unenforceable under any Applicable Laws or Regulations, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under such Applicable Laws and Regulations. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this User Agreement shall not be affected.
Change of Control. In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival. All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed, general use of Rain, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.
Headings. Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement.
English Language Controls. Notwithstanding any other provision of this User Agreement, any translation of this User Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.
Communications and Notice. You agree to accept all communications from us via email. If we send an email to the email address on record for your User Account, you agree and understand that this constitutes notice from us to you. If you email us, this constitutes notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
Non-Waiver of Rights. This User Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.
Governing Law. This User Agreement, your use of Rain, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of the Kingdom of Bahrain.
Dispute Resolution. If you have a dispute with Rain, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Expedited Procedures. The arbitration shall be held before only one arbitrator appointed by the ICDR. The Place of the arbitration shall be the Kingdom of Bahrain, and the language of the arbitration shall be English.
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