Rain Affiliate Terms and Conditions

Introduction 

Rain Trading Limited (Rain), on behalf of Rain Group, operates a program for its network of affiliates (Rain Affiliate Program) that permits participation by eligible affiliate partners (you, your) in accordance with the terms set out herein as well as any additional terms or policies referred to herein (Affiliate Program Terms). By signing up to the Rain Affiliate Program you (i) confirm that you have read, understood, enter into and accept all of the provisions of the Affiliate Program Terms and Rain’s Privacy Notice; and (ii) agree to comply with the laws, regulations and rules of any applicable governmental or regulatory authority.

1- Definitions and Interpretation

1.1 - Clause and paragraph headings shall not affect the interpretation of the Affiliate Program Terms.

1.2 - A reference to a company shall include any company, partnership, corporation or other body corporate, wherever and however incorporated or established.

1.3 - Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.4 - Reference to any laws and regulations is a reference to it as amended, extended or re-enacted from time to time.

1.5 - Reference to writing or written will include email.

1.6 - Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Rain Affiliate Programm

2.1 - The Rain Affiliate Programme is a promotional and reward program pursuant to which eligible Affiliates earn commission on Referred Customer Transactions based on the commission structure outlined in clause 3.

2.2 - Rain reviews and accepts applications for Affiliates via dedicated sign up form. You agree that you may be required to submit information that helps identify you and which may be sought by Rain in compliance with applicable laws and regulations and its internal risk programs.

2.3 - Rain employees and contractors are not allowed to participate in the Rain Affiliate Programme.

2.4 - Rain has the sole and final discretion to accept or reject an Affiliate’s participation in the Rain Affiliate Program.

2.5 - As a participant in the Rain Affiliate Program you will be provided with: i. Brand Assets; ii. Agreed referral mechanism, including trackable referral hyperlinks; iii. Reports on the performance of your participation in the Rain Affiliate Program, such reports may be via access to the Affiliate dashboard, automated reports, or any other means determined by Rain.

2.6 - At Rain’s request you will appoint an Affiliate Program Manager to access the Affiliate's resources and communicate with Rain regarding the Rain Affiliate Program. You agree that Rain may rely on the communication it received from the Affiliate Program Manager without requirement for further verification.

2.7 - You will refer prospective customers to Rain via the Rain Affiliate Program. Where Rain operates other reward programs, then the Rain Affiliate Reward Program shall apply to the exclusion of the other reward programs.

2.8 - Rain has full discretion to (i) accept or reject any customer referrals; and/or (ii) accept or reject customer Transactions in accordance with its applicable user, product or service terms governing the Referred Customer’s account and use of those products and services at Rain.

3. Commission

3.1 - Your commission will be calculated in accordance with the tiers set out below:

3.2 - The commission comprises the percentage of the total Revenue earned by Rain from the Volume of the preceding 12 months. 

3.3 - The Affiliate will have the right to earn commission according to the Affiliate Program Terms for the duration of its participation in the Rain Affiliate Program

3.4 - The commission is payable in Bitcoin to your designated wallet address. Your earned commission will be calculated at the time of payment.

3.5 - The commission is payable in arrears on a monthly basis. In the event of a manifest error the commission shall be payable within 21 business days of the correction or conclusion of the error.

3.6 - All sums payable under the Rain Affiliate Program are exclusive of VAT. Where you are registered for VAT and to the fullest extent permitted under applicable law, you agree that the commission is payable under a self-billing arrangement and further agree (i) not to raise VAT invoices for supplies made under the Rain Affiliate Program; (ii) to notify Rain immediately if you cease to be registered for VAT, transfer your business as a going concern, or becomes registered for VAT under another VAT registration number.

4. Affiliate Representations, Warrants, and Covenants

4.1 - You represent, warrant, and covenant the following on an ongoing basis for the duration of your participation in the Rain Affiliate Program that:

• 4.1.1 - You are duly organised, validly existing, and have all requisite licenses and permits to conduct business or commercial activities;

• 4.1.2 - For individuals only, that you are of legal age to participate in the Rain Affiliate Program;

• 4.1.3 - You have the power to enter into, deliver, and perform, and comply with the Rain Affiliate Program, and that doing so will not contravene or contradict (i) any agreement or instrument binding on you; or (ii) any law or regulation or judgment applicable to you;

• 4.1.4 - No petition for insolvency proceedings, bankruptcy proceedings, winding up, dissolution; composition, compromise or assignment with any of your creditors, has been filed; 

• 4.1.5 - You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Affiliate Program Terms;

• 4.1.6 - You have not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by Rain in its sole and absolute discretion as violent, discriminatory or extremist or promoting the same;

• 4.1.7 - You will not infringe any intellectual property right of any third party;

5. Proprietary Rights

5.1 - Rain, including its platform, logo and other intellectual property is protected by applicable copyright, trademark and other intellectual property laws. Unless otherwise specified, all materials on or accessible by you are the property of Rain and are protected by copyright, trademark and other applicable laws.

5.2 - For the duration of your participation in the Rain Affiliate Program you are granted a limited non-sublicensable non-assignable right to utilise the Brand Assets in compliance with the Brand Manual. All other uses are prohibited. All other rights in and to Rain, and not granted herein, are reserved.

6. Use of Rain Brand Asset

6.1 - Your use of Rain’s Brand Asset is subject to strict adherence to Rain’s Brand Manual.

7. Declarations

7.1 - You must include a disclosure statement within any Affiliate Pages containing a referral to Rain under the Rain Affiliate Program you generate revenue as a result of such referral.

7.2 - Rain may further require you to make additional declarations regarding any conflicts (actual or potential) for the transparency, impartiality, and integrity of your participation in the Rain Affiliate Program.

8. Restrictions

8.1 - You may not promote to or post the referrals or make use of Rain’s Brand Assets on Rain’s web pages or social media pages.

8.2 - You may not bid on terms in any search engine that mention Rain.com, Rain.bh, Rain Bahrain, Rain UAE, Rain or any of their respective derivatives and misspellings, or any of these terms with keywords such as but not limited to “coupons”, “promos”, “promotions”.

8.3 - You may not engage in activities that Rain determines, in its sole discretion, to be harmful to customers, employees, operations, or the reputation of any member of the Rain.

8.4 - You may not engage in activities that Rain determines is intended to circumvent any controls and processes of Rain.

8.5 - You may not use paid followers, bots, or other forms of technology to artificially inflate your follower numbers or make your posts appear more popular.

8.6 - You may not utilise referral links with artificial means (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link, etc.).

8.7 - You may not make any false, inaccurate, misleading, or defamatory statements about Rain’s products and services.

8.8 - You may not in any way copy or resemble the look and feel of any Rain website or website content nor create the impression that Affiliate Pages are part of the Rain network of websites.

8.9 - You may not engage in sending unsolicited commercial email (spam) or indiscriminate advertising.

8.10 - You may not advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity.

8.11 - You may not state or imply that any of the information, content or data contained in your website or publishing location represents or reflects any views, advice or opinions of Rain. 8.12 - You may not use the names of Rain’s regulators (including but not limited to, Central Bank of Bahrain, Financial Regulatory Services Authority) in a way that would indicate endorsement or approval of Rain’s products or services, except to note Rain’s regulatory status. E.g. Rain is licensed by the Financial Regulatory Services Authority. 8.13 - You may not use the names of Rain’s regulators (including but not limited to, Central Bank of Bahrain, Financial Regulatory Services Authority) in a way that would indicate endorsement or approval of Rain’s products or services, except to note Rain’s regulatory status. E.g. Rain is licensed by the Financial Regulatory Services Authority.

9. Remedies and Limitation of Liability

9.1 - Rain’s sole liability to you under the Rain Affiliate Program is the settlement of valid and undisputed commissions earned by you under the Rain Affiliate Program. 

9.2 - Rain shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any direct, indirect, incidental, punitive, special, or consequential damages, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Rain Affiliate Program. 

9.3 - Rain shall not be liable for your use or inability to use our website, or application programming interface (if applicable), or the materials and content of the Rain Affiliate Program. In the event you are unable to access or receive the related resources of the Rain Affiliate Program, Rain’s sole liability to you is to exercise reasonable efforts to resume such access. 

9.4 - You agree that you have carefully read and understood and had the freedom to independently seek legal advice regarding the terms of the Affiliate Program Terms, and that none of the provisions set forth in the Affiliate Program Terms shall be construed narrowly against Rain.

10. Indemnity

10.1 - You shall indemnify and hold Rain harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Rain arising out of or in connection with

• i. your breach of clauses 4, 5, 6, 7, and 8;

• ii. your breach of applicable law; or

• iii. any willful negligence or fraud. 

10.2 - In an event giving rise to an indemnity Rain will give you notice of any such claim; Rain will provide reasonable co-operation to you in the defense and settlement of such claim; and you are given sole authority to defend or settle the claim.

11. Term and Termination

11.1 - Your participation in the Rain Affiliate Program will be for a period of 12 months from Rain’s acceptance of your Affiliate Application (Initial Term), automatically renewable for successive 1 month terms (Renewal Term).

11.2 - Rain may terminate your participation in the Rain Affiliate Program at any time and immediately upon notice:

• 11.2.1 - in the event you breach the Affiliate Program Terms and do not remedy such breach within 30 days of notice of breach by Rain;

• 11.2.2 - You no longer meet Rain’s eligibility criteria for its Affiliates;

• 11.2.3 - Rain discontinues, in whole or in part, at its sole discretion, the Rain Affiliate Program. 

11.3 - Either you or Rain may otherwise terminate participation in the Rain Affiliate Program after the Initial Term upon 30 days written notice 

12. Consequences of termination

12.1 - On termination of your participation of the Rain Affiliate Program for any reason:

• 12.1.1 - all licenses and benefits granted under the Rain Affiliate Program shall immediately terminate; 

• 12.2.2 - you shall return and make no further use of any accesses, referral hyperlinks, Brand Assets, and other items (and all copies of them) that is the property of Rain; 

• 12.2.3 - You shall not hold yourself out to be an Affiliate of Rain; and

• 12.2.4 - The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12.2 - On termination of your participation in the Rain Affiliate Program for breach of the Affiliate Program Terms, Rain reserves the right, in addition to any claims of damages, to seek recovery of any or all commission paid as a result of your breach of the Affiliate Program Terms.

13. Variation

13.1 - Except as set out below, Rain may vary the Affiliate Program Terms from time to time at its discretion and publish the latest Affiliate Program Terms on its website / platform. Rain will notify you of its publication of changes to the Affiliate Program Terms. Your continued participation in the Rain Affiliate Program following the publication of any changes indicates your acceptance of such changes.

13.2 - Rain may only amend the commission structure at the end of the applicable Initial Term or Renewal Term. Rain will give you 30 days notice in advance of such amendments. Your continued participation in the Rain Affiliate Program after the notice period indicates your acceptance of such changes. Should you not agree to the changes in the commission structure, your sole remedy is the withdrawal of your participation from the Rain Affiliate Program. 

14. Assignment and other dealings

14.1 - You shall not, and shall not purport or attempt to, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of Rain.

14.2 - Rain may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Rain Affiliate Program to a member within Rain’s group of companies.

15. No partnership or agency

Nothing in this Affiliate Program Terms is intended to, or shall be deemed to, establish any partnership or joint venture or create any fiduciary relationship between you and Rain, constitute any party the agent of another party, nor authorise Rain or your to make or enter into any commitments for or on behalf of any other party.

16. Third party rights

This Affiliate Program Terms inures for the benefit of the parties of their permitted assigns and does not give does not give rise to any third party rights.

17. Severability

If any provision of the Affiliate Program Terms is deemed unenforceable or invalid, the remaining provisions will continue in full force and effect.

18. Entire Agreement

This Affiliate Program Terms (together with any documents referred to therein) constitutes the entire agreement between you and Rain and supersedes and extinguishes all previous agreements, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19. No Waiver

Any delay or failure to exercise any right or remedy under this Affiliate Program Terms shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

20. Notices

Any notice given in connection to the Rain Affiliate Program shall be in writing and shall be sent by email to affiliate@rain.com and shall be deemed to be received at the time transmission if sent prior to 16:00 on a Business Day or if sent after then 16:00 then it shall be deemed to be received after 9:00 am on the next Business Day.

21. Governing Law and Jurisdiction

The Affiliate Program Terms, and any dispute arising therefrom are governed by the laws of the Abu Dhabi Global Markets and the courts of the Abu Dhabi Global Markets shall have jurisdiction and be competent to decide over all disputes or matters arising in relation to the Affiliate Program Terms. You also agree that Rain may initiate collection procedures or other legal action in any other jurisdiction in which you may be resident or domiciled from time to time and agree to submit to the choice of such jurisdiction.