Rain User Agreement

This Client Agreement (Agreement) sets forth the terms and conditions of your use of the Services provided through Rain Trading Limited (Company, Rain, we or us). The Company operates under the trade name of Rain. 

Rain reserves its right to amend this Agreement from time to time at its discretion. We will ensure that the current version of the Agreement is always published on its webpage.

BY OPENING AN ACCOUNT, SIGNING INTO THE PLATFORM, AND/OR CLICKING “I AGREE’, YOU (I) CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT ALL OF THE PROVISIONS OF THIS AGREEMENT, THE PRIVACY NOTICE, AND THE RISK DISCLOSURE STATEMENT, AS UPDATED FROM TIME TO TIME WITHOUT PROVIDING NOTICE TO YOU; (II) AGREE YOU ARE ENTERING INTO THIS AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS, AND (III) AGREE TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY. PLEASE READ THIS AGREEMENT CAREFULLY.

We offer brokerage services in an introductory capacity to clients seeking to conduct trading of Virtual Assets as well as custodial services through the Platform (Services).

About Rain

Rain is authorised and regulated by the ADGM FSRA as an “Authorised Person” to carry on the following Regulated Activities in relation to Accepted Virtual Assets: (i) Dealing in Investments as Agent; and (ii) Providing Custody. Rain’s office address is at unit 9, 7 floor, Al Sarab Tower, Abu Dhabi Global Market square, Abu Dhabi, Al Maryah Island, United Arab Emirates.

Rain’s ultimate parent holding company is Rain Financial, Inc (registration number: 6561104) whose registered address is 108 Lakeland Avenue, Dover, Delaware, County of Kent, United States of America, 19901.

A register of Rain’s personnel having responsibility for its operations as a Virtual Asset platform is maintained at Rain’s registered office and is open for inspection during Business Hours on any Business Day.

Definitions and Interpretations

Pursuant to the applicable provisions of COBS 12.1, this Agreement provides you with key information relating to Rain and details of our Services. 

A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

A reference to any legislation or regulation is to that legislation or regulation as amended, amended and restated, replaced or modified from time to time.

Risk Warnings

The risk of loss in trading or holding Virtual Assets can be substantial. As with any asset, the value of Virtual Assets can fluctuate and there can be a substantial risk that you lose money buying, selling, holding, or investing in Virtual Assets. Please refer to the Risk Disclosure Statement published on the Platform, which details the general and specific risks associated with Virtual Assets. We will continue to update the Risk Disclosure Statement with the introduction of each new Accepted Virtual Asset admitted to trading on the Platform.

By accessing the Platform and/or the Services you agree and acknowledge that you understand and have accepted the risks associated with the Services and trading of Virtual Assets.

THE SUPPLY OF VIRTUAL ASSETS AVAILABLE TO US TO PROVIDE TO YOU AS A RESULT OF A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS AND OUR ABILITY TO DELIVER VIRTUAL ASSETS 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 VIRTUAL ASSETS AND THEIR RELATED VIRTUAL ASSET NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS, NOR DO WE CONTROL ANY THIRD PARTY PROVIDERS’ SUPPORT OF OR INTEGRATION WITH A FORKED NETWORK OR OTHER ADVANCED PROTOCOLS. ACCORDINGLY, WE DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY VIRTUAL ASSETS (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 VIRTUAL ASSET NETWORKS. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE PLATFORM TO CONDUCT TRANSACTIONS WITH SUCH PROTOCOLS. RAIN RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO (I) ASSESS THE VIABILITY OF ANY POTENTIAL PROTOCOL FORKS, UPGRADES OR OTHER NOTABLE CHANGES TO VIRTUAL ASSET NETWORKS, AND (II) SUPPORT, LIST AND/OR DE-LIST VIRTUAL ASSETS RELATED TO SUCH PROTOCOLS.

Eligibility

You must be of legal age in your country of residence, or at least 18 years old if residing in the UAE, to form a binding contract with Rain, create an account and use the Platform. You represent and warrant that: (i) you have the right, authority, and capacity to enter into and abide by the terms of this Agreement and in doing so will not violate any other agreement to which you are a party; (ii) your Account is personal and will only be used by you; (iii) your use of the Platform and Services will not violate any laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing; (iv) you have not previously been suspended or removed from using our Services; (v) you have read and understood all documents and other information provided to you in relation to the Platform and Services, and you possess the sophistication, expertise and knowledge necessary to make informed decisions in respect of any activities that you undertake on the Platform, and that you will not rely on any communication or statement (written or verbal) by Rain as investment advice or as a recommendation; and (vi) if you are registering to use the Services on behalf of a legal Entity, Person or legal arrangement, you represent and warrant that (a) such legal Entity, Person or legal arrangement 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 or legal arrangement to act on its behalf. 

Your rights to access and use the Services will not take effect until we have notified you that we have completed our checks, confirmed your identity and confirmed your right to access and use the Services. The checks referred to in this clause may also include an assessment based on the information you have provided of your knowledge and experience in accordance with COBS 2.6.2.

Some products and Services may not be available in certain jurisdictions or regions or to certain users. Rain reserves the right to change, modify or impose additional restrictions at its discretion at any time without notice to you. Due to United States regulations and federal laws, U.S. persons, including U.S. nationals, U.S. residents, or any individuals accessing the Platform from within the United States or outside the United States, are strictly prohibited from using the Platform or creating an account.

Local Law Requirements

You acknowledge that Rain is licensed and regulated in the ADGM only and not in any other jurisdiction. It is your responsibility to abide by local laws in relation to the legal usage of the Services in your local jurisdiction as well as other laws and regulations that may be applicable to you. 

You acknowledge that Rain may not be regulated in the jurisdiction in which you reside, the Services which you avail may not be within the scope of the jurisdiction of your local financial services regulator, and you will not be subject to protection under any compensation scheme. You agree that Rain has not actively solicited you and you should always carefully consider whether trading or holding Virtual Assets or utilising the Services through the Platform is suitable for you in light of your financial condition and financial goals.

Classification

Before Rain permits you access or use of the Services, Rain must classify you as either a Retail Client or in respect of all, or only some, of the Services or products offered by Rain, a Professional Client (in each case, based on the criteria for each classification as set out in this clause 6). 

A Professional Client is one that, based on our inspection and evaluation of supporting evidence, we reasonably believe meets the criteria set out in COBS 2.4.2 (Deemed Professional Client) or COBS 2.4.4 (Assessed Professional Client).

Before classifying you as a Professional Client, we will provide you with a notification of our intent to do so by email. You have the right, within 14 days after such notification and before you commence access to or use of the Platform, to request that we instead classify you as a Retail Client in respect of particular Services or products offered by Rain. On receipt of any such request made by email to compliance_uae@rain.com, Rain must classify you as a Retail Client and afford you the higher level of protection available to Retail Clients. If no such request is received within 14 days of our notification or before you commence access to or use of the Services, then Rain will be entitled to classify you as a Professional Client.

If you accept classification as a Professional Client pursuant to clause 6.3, then you may at any time after your use of the Services and/or products request reclassification as a Retail Client by providing Rain with a written notice via the Platform or by email to compliance_uae@rain.com. You agree and acknowledge that reclassification as a Retail Client would result in the termination of your access to and use of any Service or product for which classification as a Professional Client is required.

Rain will conduct periodic reviews of your Client classification, with scheduled reviews taking place at intervals of no more than 12 months. You must promptly inform Rain of any change that changes or is likely to affect your classification. If Rain becomes aware, whether through that periodic review process, information received from you or by any other means, of any circumstances that in its reasonable opinion would warrant reclassification, then Rain may by written notice suspend your access to the Services until such classification is resolved.

Onboarding Process

In order to use the Platform and avail of the Services, you must first successfully provide the required identification information pursuant to our Onboarding Procedures. 

When applying to access and use the Services, you may be required to provide Rain with a number of identification documents and certain personal information, including, but not limited to, the following:

• Email Address

• Phone Number 

• Full Legal Name

• Date of Birth

• Nationality

• Dual Nationality (if applicable)

• Residential Address

• Domicile Address (if separate to Residential Address)

• Purpose of Relationship/Primary Use of Rain

• Experience in trading or Virtual Asset trading

• Expected Transaction Frequency/Size

• Place of Birth

• IP Address (Geo Location)

• Employment Status

• Business Activity (if Self Employed Business Owner or Non Business Owner)

• Jurisdiction of Business Incorporation (if Self Employed Business Owner)

• Name of Legal Entity (if Self Employed Business Owner)

• Source of Funds

• Source of Wealth (Verification document required) (if applicable)

• Source of Funds (Verification document required) (if applicable)

• Approximate Annual Income (if applicable)

We will treat your information consistent with our Privacy Notice and Applicable Laws. In submitting this or any other information as may be required, you confirm that the information is accurate and true, and you agree to promptly inform Rain of any information changes, including but not limited if you cease to have a residential and/or domicile address within the UAE if applicable, or provide updates at Rain’s request. You authorize Rain to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity, protect against fraud or other financial crime, and to take any action we consider necessary based on the results of such inquiries and you agree to answer all questions you are asked in connection with your application accurately and fully, and to the best of your knowledge and belief.

We will share certain of your information with certain third parties, including: 

• Onfido, to process your identity check. You agree and warrant that you have read, understand and accept Onfido’s Facial Scan Policy and Release (https://onfido.com/facial-scan-policy-and-release/), Onfido’s Privacy Policy (https://onfido.com/privacy/) and Onfido’s Terms of Service (https://onfido.com/terms-of-service/); and

• Notabene, for Transaction monitoring purposes and to assist the Company in meeting its obligation to abide by the FATF's Travel Rule. You agree and warrant that you have read, understood and accept Notabene’s Terms of Services (https://notabene.id/terms-of-services), Notabene’s Privacy Policy (https://notabene.id/privacy-policy), and Notabene’s Vulnerability Disclosure Policy (https://www.notion.so/Vulnerability-Disclosure-Policy1-2bd9d16839914cc1a48407da199727a6).

When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies (which may be outside of the ADGM), and that these agencies may respond to our inquiries in full. 

We may require you to wait a certain period of time after completion of a Transaction, before permitting you to further use the Services.

Ongoing Due Diligence

Throughout the term of this Agreement and for the duration of your use of the Platform, we may conduct ongoing monitoring and due diligence to support our ongoing relationship and to detect and prevent financial crime. This includes (on a non-exclusive basis):

• monitoring Transactions undertaken during the course of our relationship with you to ensure that the Transactions are consistent with Rain’s knowledge of your activities on the Platform and of any applicable business and risk rating;

• paying particular attention to any unusually large Transactions or unusual patterns of Transactions;

• reviewing the adequacy of the AML Procedures and of information we hold as a result of those AML Procedures to ensure that the information is kept up to date, particularly for clients with a high risk rating;

• reviewing your risk rating to ensure that it remains appropriate in light of the associated money laundering risks; and

• reviewing your personal details against any relevant sanctions list.

• Your Rain Account

After satisfying the eligibility requirements described above, to access Rain’s Platform and Services, you must register and open an 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 Virtual Asset account (Virtual Asset Account) that reflects its Accepted Virtual Asset balance. 

Fiat Currency in your Fiat Account may be held or transferred to any of our affiliates’ bank accounts and will be exclusively used for the purchase of Accepted Virtual Assets. Accepted Virtual Assets held in your Virtual Asset Account will be held or transferred to wallet addresses in accordance with this Agreement. 

Rain will not accept Fiat Currency Deposits in cash.  Fiat Currency Withdrawals will only be made from User Accounts. Fiat Currency Deposits and Withdrawals will be processed during normal Business Hours on Business Days. Deposits and Withdrawals of Accepted Virtual Assets 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 Virtual Assets. 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 acknowledge and agree that all Orders placed are “Execution-Only” Transactions for the purposes of COBS 3.4.1.

Neither Rain nor any of its group entities is a bank or other depository institution, and the User Account is not a deposit account or a bank account, and none of the Accepted Virtual Assets are depository, savings or bank programs. 

You are not permitted 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 in our sole discretion, which may include freezing of funds, returning them to the destination of their origin or to a charity of our choosing.

Our Services

Rain’s brokerage is a full-service trading platform that facilitates the following:

• buying and selling of Accepted Virtual Assets

• Request For Quote

• OTC trading of Virtual Assets (excluding futures and contracts for differences) (OTC Desk) 

• Spot exchange

Rain also acts as a licensed custodian providing custody in relation to Virtual Assets and Client Money. 

You may use your Account to place Orders to buy or sell Accepted Virtual Assets. Once an Order is placed, the full amount of funds required to fill the Order (including any Charges) are placed on hold in your Account until your Order is filled or is cancelled. 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. All Transactions are processed in accordance with our Privacy Notice.

The assets and funds which you pay into your User Account remain your property at all times. The Company does not have any proprietary interest in those assets and funds, other than as provided by this Agreement (for example, to satisfy any Order which you have placed).

If you choose to avail of our OTC Desk services, the Over the Counter Services Agreement, available here, will also apply to you and are bound by those terms and conditions.

Sending Accepted Virtual Assets

You may send your Accepted Virtual Assets from your Account to a designated wallet address. 

Dynamic network fees may apply to any Accepted Virtual Assets you send from your Virtual Asset Account at Rain in accordance with its respective network. 

Once submitted to a Virtual Asset network, a Virtual Asset 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 Accepted Virtual Asset send request. The dynamic network fees are deducted from the total Accepted Virtual Asset 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 Accepted Virtual Asset send is confirmed it will be reflected on your Virtual Asset Account at Rain.

Errors and Cancellations

Rain endeavors on a reasonable efforts basis to execute all valid confirmed trades on its Platform. 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 on the Platform. Once confirmed, a trade is binding and cannot be reversed, cancelled, or modified by you. 

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 by us at our sole discretion.

In the event of an error, whether via our Services, in a purchase Order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase Transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase Order and obtain a refund of any amount charged.

Receipts

Rain will make available for a reasonable time following an Order trade receipts for all Orders and trades settled in your User Account or will by electronic communication send receipts 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.

Client Money

Rain does not provide interest on Client Money. 

When Client Money is held in Rain’s Client Money account, you will be subject to the protections conferred by the Client and Relevant Money Provisions as provided under module 14.2 of COBS relating to the holding of Client Money. Your Client Money will be pooled with other Client Money into one account, therefore your money is not physically segregated from other Client Money, but will remain segregated from Rains’ own money. In the event of Rain’s insolvency, winding up or other event stipulated by the FSRA, Client Money will be subject to the applicable Client Money Distribution Rules in module 14.4 of COBS relating to the distribution of Client Money following a “Pooling Event” (as defined in COBS). 

Client Money will be held in Client Money accounts by third party banking partner(s). Rain’s third party banking partners may change from time-to-time. Client Money may at any point be held in a jurisdiction outside the ADGM and, if so, you acknowledge that the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in ADGM.

Rain will conduct a daily reconciliation of your Client Money that Rain holds on your behalf. You may view your near-real time statement at any time upon logging into your Account.

Rain will not be liable for insolvency, acts or omissions of third-party banking partner(s) holding Client Money. However, Rain continues to conduct an appropriate and continuing risk assessment of our third-party banking partner(s) prior to entering into a partnership, in order to ensure those banks are safe repositories.

Custody Provisions in Relation to Accepted Virtual Assets

Rain maintains custody of the Client’s Accepted Virtual Assets, and utilizes the technology of BitGo to support the Company to custodise the Client’s Accepted Virtual Assets. Rain is designated as one of the multi-signature signatories required to “sign” or authorise the transfer of movement of the Client’s Accepted Virtual Assets. The private keys are maintained by BitGo, Rain and an independent third party.

Rain will retain responsibility at all times to Clients for safeguarding their Accepted Virtual Assets. Your Accepted Virtual Assets will be subject to the protections conferred by the Safe Custody Provisions as provided under module 15 of COBS. Your Accepted Virtual Assets may at any point be held in custody in a jurisdiction outside the ADGM and, if so, you acknowledge that the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in ADGM.

Rain does not provide interest on the Accepted Virtual Assets held on your behalf. 

Rain will inform Clients of the location of their Accepted Virtual Assets.

Your Accepted Virtual Assets will be pooled with other Client’s Accepted Virtual Assets into an omnibus Wallet, therefore your Accepted Virtual Assets are not physically segregated from other Client’s Accepted Virtual Assets, but will remain segregated from Rain’s Accepted Virtual Assets. 

Rain will conduct a daily reconciliation of your Accepted Virtual Assets that it holds or controls on your behalf. You may view your near-real time statement at any time upon logging into your Account.

Account Termination/Closure

Rain may: (a) suspend, restrict, or terminate your access to any or all of the Services and/or Platform and/or (b) deactivate or cancel your Account at its sole discretion. Examples of when we may do so include, but are not limited to (i) we are so required by a valid subpoena, court order, or binding order of a government or quasi-government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use (as defined in clause [19] below), 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) you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or jurisdiction that prohibits the use of any of the Accepted Virtual Assets, or other jurisdiction, which has strategic deficiencies in its anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under the, Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List or to the sanctions list of the UAE (each a Sanctioned Country), or if you are a Person that is, or your wallet is, on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, or the UAE, EU or United Kingdom HM Treasury's financial sanctions regime (or are owned or controlled by such a Person); (iv) you are in, under the control of, or a resident, or a national of a country, or territory that is unrecognised by at least one member state of the United Nations or has limited diplomatic recognition or is  a jurisdiction at any time requiring obligatory national license for Virtual Asset exchange business, or special registration, which Rain might not have; (v) you are a Person who fails to meet any due diligence standards, requests, or requirements of Rain, or are otherwise reasonably considered by Rain to be of high risk; (vi) our service partners are unable to support your use of our Services and/or Platform; (vii) you take any action that Rain deems as circumventing Rain’s controls; (viii) there is threatening or abusive behavior made towards our employees; (ix) (if a natural person) you die; (x) you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction; and/or (xi) you breach the terms of this Agreement, any other policies or procedures published on Rain’s website, the AML Procedures or any Applicable Laws.

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 and/or Platform, or (b) the details of its risk management and security procedures to you.

You agree to indemnify, defend, and hold all of Rain and its affiliates 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 owing to Rain. You authorize us to cancel 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 against any and all debts you owe to Rain, by buying or selling your Accepted Virtual Assets as necessary. 

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 within the time specified therein, 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.

In the event of Rain’s insolvency, and pursuant to COBS 16, Rain maintains a Resolution Pack with readily available information to assist an insolvency practitioner in achieving the timely recovery and return of Client Money and Clients’ Accepted Virtual Assets held by Rain to Clients. This Resolution Pack is reviewed on an ongoing basis to ensure Rain’s procedures are accurate and up to date.

Financial Crime Prevention, International Control and Sanctions

Rain takes its obligations to mitigate the risk of the Services and/or Platform being used for money laundering, terrorist financing and associated financial crimes, very seriously. We have tailored and detailed policies and procedures covering, among other areas, transaction monitoring and AML Procedures. These are kept under review on an ongoing basis. This Agreement sets out some of these measures; however, please contact us if you would like further information about our AML Procedures.

Depending on your place of residence, or the location from which you access or attempt to access the Services, there might be other factors which might limit or preclude your access to or use of the Services. It is your responsibility to follow and adhere to any laws or regulations that are applicable to you in your country of residence and/or place from which you access the Services. You agree not to use a VPN or other device that might mask or alter your location.

Rain reserves the right to limit or prohibit, at any point of time, use of the Platform and/or the Services for certain jurisdictions if Applicable Laws, local laws, Rain’s AML Procedures, or any other relevant risk management measures require such limitation or prohibition. 

Rain further reserves the right at any time to apply enhanced due diligence measures in connection with Persons reasonably considered by Rain to be of high risk, including (without limitation) Persons who are in, under the control of, or are residents, or nationals of a Sanctioned Country or any Person who is, or appears to be, or becomes a politically exposed Person (PEP) or is associated with a PEP.

Responsibilities to the UAE Financial Intelligence Unit (FIU)

Rain is registered as a Reporting Entity to the UAE Central Bank FIU for the purposes of submitting informational reports relating to the suspected or actual use of the Platform and Services to facilitate any financial crime. We are committed to our engagement with the FIU and in the fight against money laundering and terrorism financing. You agree that we have no obligation to notify you of any information we provide to the FIU in relation to your use of the Platform and/or the Services. 

You acknowledge and agree that (subject always to Applicable Laws and ADGM / FSRA requirements and approvals) Rain has sole discretion and absolute control over, and the right to modify at any time, the functionality, configuration, appearance and content of the Platform. You will be notified as far in advance as reasonably practicable by written notice via the Platform.

Statements

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.

Intellectual Property

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 via the Platform are the property of Rain and are protected by copyright, trademark and other Applicable 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 Agreement. 

All other uses are prohibited. All rights in and to Rain, and not granted herein, are reserved.

You may view, print and/or download a copy of the materials from the Platform solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

Prohibited Use

You are solely responsible for your conduct while using our Services and/or Platform. Without limiting the generality of the foregoing, you agree that you will not use your Account to engage in the following categories of activities (each a Prohibited Use):

• use our Services and/or Platform 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 and/or Platform 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 and/or Platform 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 and/or Platform that you are not authorized to access;

• develop any third-party applications that interact with our Services and/or Platform 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 clause.

When accessing or using the Platform and/or the Services, you acknowledge and agree that you will not violate any law, contract, IP rights and/or other third-party right or commit a tort, and that you are solely responsible for your conduct while using Rain’s Platform.

Security

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 password or Account, except as described herein, as granting access may violate Rain’s policies and procedures and Applicable Laws.

You must observe at all times the security duties in relation to your Security Measures to prevent unauthorised use or fraud. 

You are advised to:

• never access the Services from any public internet access point;

• never access the Services in such a way that third parties would be able to see, access or obtain your Security Measures;

• keep your Security Measures secret. Never record your Security Measures on any software or utilise any "save password" facility on your internet browser whereby your Security Measures is automatically saved for future use; and

• never leave your devices unattended whilst using the Platform or otherwise use your devices and/or the Services / Platform in a place where people can overlook your screen to see your Account information.

The following precautions should also be taken to prevent unauthorised use or fraud. You are advised to:

• keep your devices secure;

• always treat emails you receive from a sender claiming to be from your bank and/or Rain with caution and be wary of emails or calls asking you for any personal security details. We (or law enforcement bodies) will never contact you to ask you for your Security Measures;

You must comply with all instructions which we may give you from time to time in relation to the operation of the Platform, Services, Security Measures and security arrangements in connection with the same.

You agree to cooperate fully with us, the ADGM, FSRA and any relevant law enforcement body in relation to any investigation into any actual or suspected misuse of your security details, including your Security Measures, and will provide any and all relevant information to assist in any such investigation if requested to do so by us or by law enforcement bodies.

You acknowledge that any use of the Internet may be subject to a virus attack and/or communication failure. Rain and its affiliates shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware that may affect your systems, computer or other devices/equipment, or any phishing, spoofing or other virus attacks. 

Rain recommends that you use a reputable and available virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from Rain, as SMS and emails are also vulnerable to phishing and spoofing and additional viruses.

Liability

EXCEPT TO THE EXTENT REQUIRED BY LAW, RAIN 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 AGREEMENT, YOUR USE OR ATTEMPTED USE OF RAIN, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, WE HEREBY DISCLAIM 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 AGREEMENT, YOUR USE OR ATTEMPTED USE OF THE PLATFORM, THE SERVICES OR ANY OF THE INFORMATION OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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 THE PLATFORM OR ANY SERVICES, 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 THE PLATFORM AND 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  THE PLATFORM AND SERVICES THEREON OR THE INFORMATION THEREIN.

SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, SHALL INCLUDE ANY LOSS OF PROFITS OR LOSS OF EXPECTED REVENUES OR GAINS HOWEVER ANTICIPATED AND/OR LOSSES OF OPPORTUNITIES TO TRADE.

In addition to the above, we are not responsible or liable to you if:

• you divulge or give any security information and/or your Security Measures to an unauthorised third party;

• any third party sees information concerning your Account displayed on your screen;

• any third party observes you when entering your Security Measures;

• any third party overhears any telephone call that you make to us in connection with your Account or any aspect of the Platform.

Subject always to our obligations as data controller or processor for the purposes of ADGM Data Protection Regulations 2021 and any other data protection laws applicable or extending to your use of the Services, we are not liable for any disclosure of confidential information to any third party resulting from your misuse of the Platform or where you have failed to keep any Security Measures safe and confidential.

Except if it arises from our negligence, fraud or wilful default, you will be liable to compensate us in full for any losses, costs, liabilities, actions and/or expenses regulating from your failure to comply with this Agreement, or resulting from any action taken by us or our agents in accordance with your Instructions and this Agreement.

You acknowledge and agree that the exclusions and limitations of liability set out in this clause [21] (Liability) are integral to the level of Charges payable by you for access to and use of the Platform and Services, and that, were Rain to assume any further liability other than as expressly set out, such Charges would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this clause [21] (Liability) are reasonable.

Charges

All applicable Charges are at the discretion of Rain. Information on Rain’s Charges are published on the Platform, here. The quoted price for a Transaction is inclusive of the source price and an internal margin determined by Rain, and varies depending on factors such as the availability of the Accepted Virtual Asset, market conditions and competition at the time of the Transaction. You agree to pay all Charges applicable to your access to and use of the Services.

You will be given via the Platform at least 30 Business Days' notice of any proposed changes to the applicable Charges, unless the changes are reasonably assessed by Rain as being to your advantage, in which case a shorter notice period may be given.

Availability of Service

Rain will use all reasonable endeavours to ensure continuous availability of the Platform and/or Services, but you acknowledge that there may be times when the Platform and the whole or any part of the Services is unavailable due to technical problems, for maintenance, if we suspect security breaches or fraud, due to strike, industrial action, failure of power supplies, failure of equipment (hardware or software) or events generally beyond our reasonable control.

We will use reasonable endeavours to inform you without undue delay through the Platform if any Service is unavailable.

We may withdraw or suspend all or part of the Platform and/or Service to you where we consider it necessary or advisable to do so.

We are not responsible and shall not be liable to you for any loss (including loss of profit), expense or delay that you may suffer as a result of any delay, withdrawal, failure or suspension of the Platform, the Services and/or the processing of any Instruction.

Tax

You are responsible for accounting for and meeting all tax liabilities you may incur in connection with your Account and as a result of your access to and use of the Services and/or activities on the Platform and for providing any relevant tax authority with any information that is requested from you.

You acknowledge and agree that if we are required by any Applicable Laws to withhold any Funds and to transfer them to a relevant tax authority (whether or not in ADGM) or to report information about you or your Account to any tax authority (whether or not in the ADGM) then we may do so. You further acknowledge and agree that Rain will not provide you with any tax advice.

Rain will consider and comply with any reporting obligations in relation to, among other things: FATCA, as set out in the Guidance Notes on the requirements of the Intergovernmental Agreement between the UAE and the United States, issued by the UAE Ministry of Finance in 2015 and as amended from time to time; and Common Reporting Standards set out in the ADGM Common Reporting Standard Regulations 2017.

You undertake to advise Rain Trading Limited within 30 days of any change in circumstances which affects your tax residency status and/or tax identification number or equivalent.

By agreeing to this User Agreement, you hereby confirm and declare that:

You are not a "U.S. Person" as defined under applicable U.S. tax laws, including the U.S. Internal Revenue Code and the Foreign Account Tax Compliance Act (FATCA). This includes, but is not limited to, the following:

• You are not a U.S. citizen or resident,

• You do not hold dual citizenship with the United States,

• You do not reside in the United States, and

• You do not hold a U.S. Permanent Resident Card (Green Card).

You understand and agree that if, at any point, your status changes and you become a U.S. Person, you are required to notify Rain Trading Limited immediately and cease using the platform.

You acknowledge that Rain Trading Limited reserves the right to terminate or restrict access to your account in the event that you are found to be a U.S. Person or if Rain Trading Limited reasonably believes you may be a U.S. Person, in order to comply with its regulatory obligations under FATCA and other applicable laws.

Records

We keep records of your Transactions for not less than 6 years from the date of termination of this Agreement and your right to access and use the Services. Without prejudice to our obligation to maintain records sufficient to meet the requirements of Applicable Laws, voice and electronic communications relevant to any of the matters referred to in this clause may be kept for a minimum of 2 years.

Save in the case of an error by us, our records will be conclusive evidence of your dealings with us in connection with your Account and the Platform/Services. You agree that you will not object to the admission in evidence of our records in any legal proceedings on the basis that our records are not originals, are produced by computer or are not in writing.

Data Protection

We are committed to meeting our obligations as data controller or processor, and safeguarding the privacy of our Clients, and to protecting the personal data we collect and store in the course of providing our Services including, without limitation, records kept in accordance with the provisions with respect to clause 25 (Records) above. Further information about the processing of personal data by Rain is set out in the Privacy Notice.

When you apply to access and use the Platform and/or Services, you consent to us using your personal data in accordance with the Privacy Notice. If you provide personal data on any third party (including any authorised representatives), you must ensure that the third party is aware of how we use personal data (as set out in this Agreement and the Privacy Notice, as applicable). You agree that you will comply with all Applicable Laws relating to data protection and the Privacy Notice.

Variation

We may change the terms of this Agreement, including any Charges, at any time, and shall endeavour to provide you notice via the Platform.

We will ensure the most recent version of this Agreement is always available on the Platform.

If you do not want to continue this Agreement because we make a change to its terms, you have the right to terminate this Agreement as set out in the Termination section. Your continued access to and use of the Services following a change to the terms of this Agreement will be deemed acceptance of any and all such changes.

Conflicts of Interest

Rain maintains a Conflicts of Interest Policy which is available upon request. In accordance with that policy, we have in place arrangements to identify and manage conflicts of interest that arise between Rain and our Clients and between our different Clients. In order to mitigate the risks associated arising from potential conflicts, Rain has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.

Your attention is drawn to the fact that if and when we deal on your behalf, we, or some other Person connected with us may have an interest, relationship or arrangement that is material in relation to the transaction or service concerned. In the event of a material conflict of interest being identified, we will undertake to address or remove that conflict in as appropriate and timely manner as possible. If we are unable to remove the conflict, we will notify you of it and advise what options are available to take matters forward.

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 support.rain.com. If you would like to lodge a complaint, please contact us at support.rain.com. Complaints about our Services or Platform will be dealt with in accordance with our Complaints Handling and Appeal Procedure which is published on the Platform, here. You may at any time request (from support.rain.com) or download a copy of our Complaints Handling and Appeal Procedure via the Platform.

Your complaint will be reviewed by a designated complaints handler from within the Company, that is impartial from the subject matter of the complaint, and will be addressed in accordance with our Complaints Handling and Appeal Procedure. If we cannot resolve your complaint on the day of receipt, we will contact you promptly and in any event within 7 Business Days to acknowledge receipt of your complaint, and to provide you with the following further information:

• the contact details of the person who will be responsible for handling the complaint;

• the timelines in which Rain will update you on the progress of handling the complaint (we aim to resolve complaints promptly and in any event within 60 days of receipt, and we will update you on progress if the matter has not been resolved within 30 days of receipt);

• the procedures for referring the complaint to another regulated financial institution, if we consider that another regulated financial institution is entirely or partly responsible for the matter complained of that you will be advised in writing of the resolution of the complaint and with clear terms of redress, if applicable; and 

• if you are not satisfied with the terms of redress offered by Rain, you may pursue any other avenues for the resolution of the complaint, such as an external dispute resolution scheme, arbitration or referring the issue to the ADGM Courts. Rain will provide you, on written request (free of charge) contact details relevant to such potential avenues for the resolution of your complaint.

Force Majeure

We shall not be in breach of this Agreement nor liable for any loss you may suffer if we are prevented from providing Services, by reason of strikes, industrial action, pandemics, failure of power supplies, failure of banking payment transmission or clearing systems (save insofar as we are legally liable), failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.

Communications and Notices

This Agreement and all documents and information in connection with the Agreement and the Platform will be provided to you in English. We will communicate with you in connection with the Agreement in English, and we will only accept Instructions and notices from you given in English. All communications from us will be via email or the Platform. If we send an email to the email address on record for your User Account or via the Platform, 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 such notices made by email, the date of receipt is the date of transmission. It is your responsibility to make sure the email address we have on file for you is up to date and valid, that we have been added to your safe senders list, and your account is able to receive emails.

Assignment and Subcontracting

This 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 Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Third Parties

A Person who is not a party to this Agreement shall not have any rights under this Agreement.

Severability

If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

Entire Agreement

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

No Waiver

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

Cumulative Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the ADGM and you agree to submit to the exclusive jurisdiction of the Courts of the ADGM.