UAB Lawrence OAMP

This Client Agreement (Agreement) sets forth the terms and conditions of your use of the Services provided through UAB Lawrence OAMP (registration number 305999088, registered office at Upės str. 23-1, 08128, Vilnius, the Republic of Lithuania) (Rain, we or us). Rain reserves the 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 this page.

We own and operate a Virtual Asset Platform through our website located at rain.com and mobile application. By clicking “I Agree”, signing up to use an Account, and/or using any portion of the Platform, you agree that you have read, understood, and accepted to be bound by the provisions of this Agreement, the Privacy Policy and Risk Disclosure Statement, as updated from time to time without providing notice to you.

BY OPENING AN ACCOUNT OR SIGNING INTO THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY. PLEASE READ THIS AGREEMENT CAREFULLY.

Thank you for visiting the Platform and choosing to use the Services offered via the Platform and UAB Lawrence OAMP. Through UAB Lawrence OAMP, we are licensed to offer the following services: (i) Virtual Asset exchange operator activities; and (ii) Custody service operator. UAB Lawrence OAMP is not a licensed financial services provider. Our Services are not regulated by the Bank of Lithuania. 

Notwithstanding the above, if any particular Rain affiliate is stated in the below provisions as the Rain entity that is providing a specific services stream, then that particular entity is the counterparty contracting with you in connection with the provision of that specific services stream.

ABOUT RAIN 

Rain is a registered provider of Virtual Asset exchange operator services and Custody service operator services in the Republic of Lithuania. 

Rain’s ultimate parent holding company is Rain Financial, Inc (registration number 6561104) with registered address 08 Lakeland Ave, Dover, DE 19901, County of Kent, United States of America. 

Rain’s Services are not directed at or to be distributed to any Persons domiciled under any jurisdiction where all or part of the Services may be contrary to the applicable laws within that jurisdiction. The Client is solely responsible for compliance with all applicable laws  within the Client’s jurisdiction and/or jurisdiction from which the Client accesses the Platform and/or Services.

If usage of the Platform and/or Services is not legal in the Client’s domicile (whether the Client is a citizen, a resident or a tax resident of the country) and/or Transactions conducted through the Platform and/or Services can be considered as securities, securities trading, or similar, the Client is obliged not to use the Platform and/or Services. Failure to comply with local applicable laws may result in the loss of your Account and any assets contained within.

Any Client that is a resident of any jurisdiction outside of Lithuania or other jurisdiction where Rain is a registered Virtual Asset services provider confirms to Rain that it is complying with the requirements under clauses 1.3 and 1.4 above and enters into this Agreement on its own initiative without being solicited to do so. 

DEFINITIONS AND INTERPRETATION

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.

Account(s). The account and sub-accounts set up in your name when you apply for and are granted the right to access and use the Services on the Platform.

Agreement. This agreement between you and Rain, as varied from time to time.

AML Procedures. Rain’s anti-money laundering (AML), countering the financing of terrorism (CFT), and customer due diligence and verification (CDD) procedures available via the Platform.

Applicable Laws. All applicable laws, regulations and rules of the Republic of Lithuania.

Available Balance. In relation to your Account and to the relevant sub-accounts the total amount of Virtual Assets or Fiat Currency available for Transactions.

Body Corporate. Any body corporate, including limited liability partnership and a body corporate constituted under the law of a country or territory outside of the Republic of Lithuania.

Client. A Person who is a party to this Agreement and to whom Rain provides Services in accordance with and subject to terms of this Agreement.

Client Money. Money of any Fiat Currency which Rain holds on behalf of a Client or which Rain treats as Client money.

Deposit. An operation involving transfer of Funds to the Account.

Fees. Transaction fees, costs and other charges published on the Platform and payable to Rain in relation to your access to and use of the Services

Fiat Account. Has the meaning given to it in clause 7.1.

Fiat Currency. Government issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law.

FIU. Lithuanian Financial Intelligence Unit – the Financial Crime Investigation Service under the Ministry of the Interior of the Republic of Lithuania.

Funds. The amount of Fiat Currency and/or Virtual Assets in credit to your Account and available for use.

Instruction. Any Order, request, response, direction or similar communication from you to Rain.

IP Rights. All rights in and to the Platform including all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, look and feel, software (frontend and back-end), know-how, techniques, methodologies, trade secrets and other confidential information, rights in databases and all other intellectual property rights and proprietary rights of a similar or corresponding character, which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.

Onboarding Procedures. Rain’s online application and registration procedures.

Order. An order to buy or sell a quantity of a Virtual Asset on the Rain Platform.

Person. Includes any natural person, Body Corporate or body unincorporated, including a legal entity, company, partnership, trust, foundation, unincorporated association, government or state.

Platform. Rain’s user interface providing Clients with access to the Services and includes the publicly accessible website rain.com as well as any other medium for provision of Services by Rain and any online communication tool operated within the Platform for notification to Clients and for management of Client information.

Reporting Entity. A Person within the Republic of Lithuania that has an obligation to report suspicious transactions/activities to the FIU as per the Applicable Laws.

Risk Disclosure Statement. A statement published via the Platform and updated from time to time disclosing all material risks associated with:

1. Rain’s Services, products and activities;

2. Virtual Assets generally; and

3. the Virtual Assets that may be the subject of a Transaction on the Platform.

Security Measures. All passwords, signatures associated with and/or required to access or use the Platform and to operate the Account.

Services. Virtual Asset exchange operator services and Custody service operator services, as further detailed in clause 8.

User Account. Has the meaning given to it in clause 7.1.

Transaction. A transaction that results in modification of your Available Balance including Deposit and Withdrawal.

Virtual Asset. A digital representation of value that is not issued or guaranteed by a central bank or a public authority, is not necessarily attached to a legally established currency and does not possess a legal status of currency or money, but is accepted by natural or legal persons as a (i) means of exchange, and/or (ii) a unit of account, and/or (iii) a store of value, which can be transferred, stored and traded electronically, and in respect of which Rain is providing its Services. 

Virtual Asset Account. Has the meaning given to it in clause 7.1.

Withdrawal. An operation involving a transfer of Funds from the Account.

You, yours. Refers to you, our Client.                

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 go up or down 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 which details the general and specific risks associated with Virtual Assets available through the Rain Platform. By accessing the Platform and/or the Services you agree and acknowledge that you understand and have accepted the risks set out in the Risk Disclosure Statement and the risks associated with the Services and the 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 RAIN 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 AND/OR LIST VIRTUAL ASSETS RELATED TO SUCH PROTOCOLS.

ELIGIBILITY 

You must be 18 years old or over to create an Account and use the Platform and/or Services.  

By using the Platform and/or Services, you represent and warrant that: (i) you have the right, authority, and capacity to enter into an agreement on these terms and to abide by these terms; (ii) you are of required age to form a binding contract; (iii) your Account is personal and will only be used by you (iv) your use of the Platform and Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing; (v) you have not previously been suspended or removed from using our Services or Platform; (vi) you 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; (vii) 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 through the Services such that you will not rely on any communication or statement (written or verbal) made by Rain as investment advice or as a recommendation; and (viii) if you are registering to use the Services or Platform 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 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 Platform and Services. 

 Due to the United States regulations and federal laws, US nationals, US residents or any Persons accessing Rain from the US are strictly prohibited from using the Platform and such Persons are prohibited from signing up for an account.

 Some 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.

 It is your responsibility to abide by local laws in relation to the legal usage of 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 and 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 utilizing the Services through the Platform is suitable and appropriate for you in light of your financial condition and financial goals. 

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

• Legal name

• Personal code / date of birth

• Nationality and dual nationality (if applicable)

• Photo identification

• Place of birthday

• 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

• Signature

• Purpose of relationship / primary use of the Platform and Services

• Expected Transaction frequency / size

• Source of funds and source of wealth (verification document required) (if applicable)

• approximate annual income (if applicable)

• Company name

• Trade name (if different from the company name)

• Company code

• Legal form

• Registered address, residential address and/or domicile address

• Registration date

• Other 

We will treat your information consistent with our Privacy Policy and Applicable Laws. In submitting this or any other user information as may be required, you verify that the information is accurate and authentic, and you agree to update Rain at Rain’s request or if any information changes. You authorize Rain to make any inquiries we consider necessary to verify your identity and protect against fraud and to take any action we consider necessary based on the results of such inquiries and that will you answer all questions you are asked in connection with your application accurately and fully, and to the best of your knowledge and belief.

If you choose to buy Virtual Assets with a debit or credit card, you agree that Rain shall work in collaboration with regulated card acquiring partners to offer such fiat services. Rain is governed by Applicable Laws. Rain’s current regulated card acquiring partner is Checkout.com (which may change or include additional third-party regulated card acquiring partners from time-to-time).

In providing us with this or any other information that may be required by us for verification purposes, you confirm that the information you provide us is accurate and true. You authorize us to make any necessary inquiries, whether directly or through third parties, that we deem necessary in order to verify your identity or protect you and/or us against fraud or other financial crime, and to take any action we deem appropriate and necessary based on the results of such inquiries. We will share certain of your information with Onfido to process your identity check. You agree you have read, understand and accept Onfido’s Facial Scan Policy and Release, Onfido’s Privacy Policy and Onfido’s Terms of Service.

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 Republic of Lithuania), 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 Rain Platform and/or any part of the Services.  

ONGOING DUE DILIGENCE

Throughout the term of this Agreement and for the duration of your use of the Platform and/or Services, 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 through the Services 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 customers 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 (including that of the Republic of Lithuania).

YOUR RAIN ACCOUNT  

1. 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 your Fiat Currency balance; and 

• a Virtual Asset Account (Virtual Asset Account) that reflects your Virtual Asset balance. 

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

Fiat Currency Deposits must be received from Client’s bank accounts and Rain will not accept cash deposits. Fiat Currency Withdrawals will only be made from your User Account. Fiat Currency Deposits and Withdrawals will be processed during normal business hours. Deposits and Withdrawals of 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 the Platform, are not the direct or indirect proceeds of any criminal or fraudulent activity.

Neither Rain or 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 products are a depository, savings or bank program. 

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 those funds, returning them to the destination of their origin or to a charity of our choosing.

OUR SERVICES 

Virtual Asset exchange operator activities services

Rain’s Virtual Asset exchange operator activities services provides access to a full-service trading platform that facilitates the buying and selling of Virtual Assets. You may use your Account to place Orders to buy or sell Virtual Assets. 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.

All Fees are at the discretion of Rain. Rain’s Fees are charged on quoted price for the applicable Virtual Asset. 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. You agree to pay all Fees applicable to your access to and use of the Services.

The assets and funds which you pay into your User Account remain your property at all times. Rain 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).

Custody services

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

SENDING VIRTUAL ASSETS

You may send your Virtual Assets from your Virtual Asset Account at Rain to a designated wallet address. Dynamic network fees may apply to any Virtual Assets you send from your Virtual Assets Account at Rain in accordance with its respective network. Once submitted to a Virtual Assets network, a Virtual Assets 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 Virtual Assets send. The dynamic network fees are deducted from the total Virtual Assets 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 Virtual Assets send is confirmed it will be reflected on your Virtual Assets 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 by the Platform. Once confirmed a trade is binding and cannot be reversed, canceled, 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 canceled by us.

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 AND STATEMENTS

Rain will make available for a reasonable time following an Order or trade the 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.

You are responsible for monitoring your Account and Transaction history. You may report any unauthorised or suspicious activity to Rain using the contact information provided below.

CLIENT MONEY 

Rain does not provide interest on the Client Money held.  

Your Client Money shall be  pooled with other Client Money into one account, therefore your money is not physically segregated from other Clients’ Money, but shall remain segregated from Rains’ own money. In the event of Rain’s insolvency, winding up or other event stipulated by the applicable regulator, the Client’s Money will be subject to applicable Client Money distribution rules (if any). As Rain is not licensed by the Republic of Lithuania’s financial services regulator, Client Money is not subject to any statutory or regulatory protections and our commitments in relation thereto are contractual.  

Client Money will be held in Client Money accounts by third party banking partner(s). Whether Client Money may at any point be held in a jurisdiction outside of the Republic of Lithuania and (if so) whether and how far the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the Republic of Lithuania. 

Rain will not physically send out statements relating to your Client Money, instead, 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 a third-party banking partner(s) holding Client Money.  

CUSTODY OF VIRTUAL ASSETS 

Rain does not act as trustee or fiduciary in respect of your Virtual Assets or the private keys to your Virtual Assets. 

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

Rain has engaged an external third party Virtual Asset custody provider BitGo to safeguard / custodize the Client’s Virtual Assets.  

Any Virtual Asset received by Rain from Clients will be received and securely stored with BitGo. The private keys are maintained by BitGo, Rain and an independent third party. 

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

Rain will not physically send out statements relating to your Virtual Assets, instead, you may view your near-real time statement at any time upon logging into your Account.  

SUSPENSION, TERMINATION, CLOSURE, ETC. 

Rain may: (a) suspend, restrict, or terminate your access to any or all of the Services, 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 required to do so 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; (v) there is threatening or abusive behavior made towards our employees; (vi) (if a natural person) you die; (vii) you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction; (viii) you breach the terms of this Agreement, any other policies or procedures published on Rain’s Platform, AML procedures or any Applicable Laws; and/or (ix) on an event of default or at any time after Rain has determined that you have not performed (or if Rain reasonably believes that you will not be able or willing in the future to perform) any of your obligations to it.  

If Rain suspends or closes your Account or terminates your use of the Services for any reason (except in the case of your death), 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 and any and all debts owed to Rain by buying or selling your Virtual Assets 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 Laws. 

FINANCIAL CRIME PREVENTION, INTERNATIONAL CONTROL AND SANCTIONS 

Rain takes its obligations to mitigate the risk of the 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. 

Rain reserves the right to review and to suspend, restrict or terminate your access or use of any or all Services at any time for, but not limited to, the following reasons: 

• 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 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 (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 EU’s, Republic of Lithuania’s or United Kingdom HM Treasury's or local financial sanctions regime, or are owned or controlled by such a Person; 

• you are in, under the control of, or a resident, or a national of a country, or territory that is unrecognized by at least one member state of the United Nations or has limited diplomatic recognition, or a jurisdiction at any time requiring obligatory national license for Virtual Asset exchange business, or special registration, which Rain might not have; or

• 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.

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, your use of the Platform and/or the Services for certain jurisdictions if Applicable Laws, local laws or 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. 

In providing us with this or any other information that may be required by us for verification purposes, you confirm that the information you provide us is accurate and true. You authorize us to make any necessary inquiries, whether directly or through third parties, that we deem necessary in order to verify your identity or protect you and/or us against fraud or other financial crime, and to take any action we deem appropriate and necessary based on the results of such inquiries. 

When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies, 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 Rain Platform and/or Services.  

RESPONSIBILITIES TO THE FIU 

Rain is registered as a Reporting Entity to the FIU for the purposes of submitting informational reports relating to the suspected or actual use of Rain’s Platform and Services to facilitate any financial crime. We are committed to our engagement with the FIU and in our 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 FIU 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 and Services without notification to you.  

INTELLECTUAL PROPERTY 

Rain, including its Platform, logo and other intellectual property is protected by applicable copyright, trademark and other intellectual property laws.  

You agree 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, not granted herein, are reserved.  

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 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. 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 Platform and/or Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Platform and/or Services, or that could damage, disable, overburden or impair the functioning of our Platform and/or Services in any manner;

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

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

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 and/or Services.  

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 applicable laws. You agree that you will not grant any Person access to your Account, except as described herein, as granting access may violate Applicable Laws. 

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

You are advised to:

• never access the Platform and/or Services from any public internet access point;

• never access the Platform and/or 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 utilize 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 and/or Services, or otherwise use the Platform and/or Services in a place where people can overlook your screen to see your Account information.

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

• keep your devices secure; and

• always treat emails you receive from a sender claiming to be from your bank 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 and/or Services, Security Measures and security arrangements in connection with the same. 

You agree to cooperate fully with us, the FIU 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 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 THE PLATFORM, SERVICES, OR ANY OF THE INFORMATION OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, WE 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, 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, 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 THE PLATFORM, THE 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 unauthorized 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 to our obligations as data controller or processor for Regulation (EU) 2016/679 (General Data Protection Regulation) (GDPR) Law on Legal Protection of Personal Data of the Republic of Lithuania, and any other data protection laws applicable 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 and/or Services or when 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 section (Liability) are integral to the level of Fees 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 Fees would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this section (Liability) are reasonable.

Nothing in this Agreement removes Rain’s liability for death or personal injury resulting from its negligence or fraud or fraudulent claims and statements. 

FEES 

You agree to pay all Fees applicable to your access to and use of the Platform and Services. Details of Fees and the basis upon which Rain will impose those Fees are set out on the Platform. 

AVAILABILITY OF SERVICE 

Rain will use all reasonable endeavors to ensure continuous availability of the 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 endeavors to inform you without undue delay through the Platform if any Service is unavailable. 

We may withdraw or suspend all or part of the 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. 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 the Republic of Lithuania) or to report information about you or your Account to any tax authority (whether or not in the Republic of Lithuania) then we may do so.  

You will be responsible at all times for providing any relevant tax authority with any information that is requested from you. 

RECORDS  

We keep records of your Transactions for not less than 8 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 section may be kept for a minimum of 5 years from the date of termination of this Agreement and your right to access and use the Services. 

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 your use of the Platform and/or 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 customers, and to protecting the personal data we collect and store in the course of providing our Services. 

Further information about the scope, nature, and purpose of processing by Rain, the duration of the processing and the types of personal data and categories of data subject, is set out in Rain’s  Privacy Policy. 

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 Policy. If you provide personal data on any third party (including any authorized 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 Policy (as applicable)) and consents to our use of the data for these purposes. 

You agree that you will comply with all Applicable Laws relating to data protection and the Privacy Policy. We may be required to disclose your data to third parties for the purpose of or in connection with our legal obligations under this Agreement, including but not limited to:

• third parties we may use for the purposes of Onboarding Procedures and AML Procedures;

• tax authorities;

• the FIU or other regulatory authorities; and

• courts or other representative bodies of law and justice.

VARIATION 

We may change the terms of this Agreement, including Fees and any other charges, by providing you with a notice via the Platform where possible.  

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

If you do not want to continue this Agreement because of a change we are making you have the right to terminate this Agreement as set out in the termination section above.

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.  

If we cannot resolve your complaint on the day of receipt, we will contact you promptly to acknowledge receipt of your complaint, and to provide you with the following further information:

• the additional information we might need from you, as well as the timelines in which Rain will update you on the progress of handling the complaint (we aim to resolve complaints promptly; 

• the procedures for referring the complaint to another group company, if we consider that another group company 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 refer the issue to Lithuanian courts. Rain will provide you, on written request (free of charge) contact details relevant to such avenue for resolution of your complaint.

If you are a consumer, you can obtain further detailed information on your right by visiting the Lithuanian State Consumer Rights Protection Authority website https://www.vvtat.lt. 

COMMUNICATIONS AND NOTICES 

This Agreement and all documents and information in connection with the Agreement, the Platform and Services will be provided to you in English. We will only accept Instructions and notices from you given in English, and we will communicate with you in connection with the Agreement in English. 

You agree to accept all communications from us 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 notices made by email, the date of receipt is considered to be 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. 

Naudotojų Lietuvoje patvirtinimas dėl anglų kalbos naudojimo: Sudarydami šią Sutartį jūs patvirtinate, kad suprantate anglų kalbą ir kad šią Sutartį dėl Rain paslaugų sudarote anglų kalba. Jūs patvirtinate, kad anglų kalba yra jums žinoma ir jūs suprantate visą šioje Sutartyje su Rain esančią informaciją parengtą ir pateiktą anglų kalba. Jūs sutinkate, kad visa šalių komunikacija bus anglų kalba, išskyrus jei kitaip nenumatyta Sutartyje.

English translation from Lithuanian. Confirmation of the Use of English by the users in Lithuania: By entering into this Agreement, you acknowledge that you understand English and that you are concluding this Agreement for Rain’s Services in English. You acknowledge that English is known to you and that you understand all information contained in this Agreement with Rain prepared and provided in English. You agree that all communications between the parties will be in English, unless otherwise provided in the Agreement.

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.

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 the Platform and/or Services, by reason of strikes, industrial action, 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.

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.

COMMUNICATIONS

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.

GOVERNING LAW AND JURISDICTION 

This Agreement is governed by the laws of the Republic of Lithuania. You agree to submit to the exclusive jurisdiction of the Courts of the Republic of Lithuania.