TERMS OF USE OF RAINLOCAL

1. BINDING EFFECT. This is a binding agreement. By using the Internet site located at Rainlocal.com (the “ Site”) or by downloading RAIN, the mobile application (the “App”) from the Android or Apple application store (the “App Store”) or by using or downloading any services provided in connection with the Site or the App (the “Service”), you agree to abide by these Terms of Use, as they may be amended by The App Development and Marketing Company, Inc., a California corporation doing business as Rain and Rainlocal (“Company”) from time to time in its sole discretion. Company will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site, and/or immediately close the App, and cease all use of the Service, the Site, and the App. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

2. AVAILABILITY. The Service provided by the Site and the App is on an "AS IS" and "AS AVAILABLE" basis, and Company reserves the right to modify, alter, change, suspend or discontinue the Service, in its sole discretion, at any time and without notice. YOU AGREE THAT THE SITE, THE APP, AND COMPANY ARE NOT AND WILL NOT BE LIABLE TO YOU FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE.

3. PRIVACY POLICY. Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of Company’s current privacy policy can be found by clicking here. Company’s privacy policy is expressly incorporated into this Agreement by this reference.

When you are required to open an account to use or access the Site, the App, or the Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Company immediately of any unauthorized use of your account, username, or password. Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account, username or password.

3. USE OF SOFTWARE. Company may make certain software available to you from the Site, from the App, or from the App Store. If you download software from the App or the App Store, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Company, for your personal and/or business marketing needs, so long as you abide by these Terms of Use. Company does not transfer either the title or the intellectual property rights to the Software, and Company retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by Company or its licensors, and you may not copy or use them in any manner.

4. USER CONTENT. You grant Company a license to use the materials you post to the Site, Service, or App. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site, Service, or App, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site, Service, or App, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

5. FEES. Some products and services available through or in connection with this Site, Service or App require that you purchase a subscription or otherwise pay a fee. You hereby authorize Company and its merchant provider to charge your credit card in advance for all applicable fees incurred by you or on your behalf in connection with the product or service you have chosen to use. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your account by you or anyone else using your account. Company reserves the right to change the amount of, or basis for determining, any fees or charges for services it provides, and to institute new fees, charges, or terms effective upon prior notice to customers. Such new fees, charges, or terms shall not take effect earlier than thirty (30) days after Company posts such modified fees on the Site or App or communicates them to you by e-mail. Company reserves the right to terminate any account at any time for any reason.

Company agrees that it will terminate a customer’s account upon notice from customer. If cancellation is received within the first seven (7) days of customer signing up for a service, customer will be refunded all subscription fees for any unused portion of that service, but customer will still be obligated to pay any other charges incurred. If customer cancels a service after seven (7) days of signing up for a service, no refund for unused portion on such service will be made. If customer has a balance due on any account, customer agrees that Company can charge these unpaid fees to customer’s credit card.

If you elect the subscription model of the Service, your subscription will be automatically renewed. The renewal charge shall be equal to the original signup price, unless otherwise notified in advance by Company by e-mail to you or as posted on the Site or App. Customer will have thirty (30) days after the date that any renewal fee is posted to customer’s charge account to give written notice that he or she wishes to cancel his or her subscription. The subscription will be cancelled on receipt of such written notification, and a credit will be posted to customer’s charge account equal to the latest renewal fee charged, less the cost of any of the Services already rendered.

Customer’s right to use the Service is subject to any expenditure limits established by Company or by customer’s credit card issuer. If payment cannot be charged to customer’s credit card or customer’s charge is returned for any reason, including chargeback, Company reserves the right to either suspend or terminate customer’s access and account, thereby terminating this Agreement and all obligations of Company hereunder.

If customer has reason to believe that customer’s account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of customer’s ID, password, or any credit, debit, or charge card number stored), customer shall notify Company of the problem to avoid possible liability for any unauthorized charges to customer’s account.

It is your responsibility to notify Company if your credit card has changed or has expired and to make appropriate changes otherwise you may not be able to use the Service.

6. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site or App, or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service, the App, or the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “ Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely on you.

6. INAPPROPRIATE CONTENT. You shall not make the following types of Content available and agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

7. COPYRIGHT INFRINGEMENT. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or App or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site, App, or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at:

Skyler Sutton, CEO

RAIN

10866 Wilshire Blvd., Suite 970, Los Angeles, CA 90024

Email: Skyler@rainlocal.com

8. ALLEGED VIOLATIONS. Company reserves the right to terminate your use of the Service and/or the Site and/or the App. To ensure that Company provides a high quality experience for you and for other users of the Site, the App and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the App, Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site or App immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site, the App or the Service by others.

9. NO WARRANTIES. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE, APP AND SERVICE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE APP OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE APP OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE APP OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. LIMITED LIABILITY. COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE APP OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

11. AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site or App. Because neither Company nor the Site nor the App has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, the App, or the Service, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

12. PROHIBITED USES. Company imposes certain restrictions on your permissible use of the Site, the App and the Service. You are prohibited from violating or attempting to violate any security features of the Site, the App or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, the App or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site, the App or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

13. INDEMNITY. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, the App, or the Service, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

14. COPYRIGHT. All contents of the Site, the App or Service are: Copyright © 2014 Company, 10866 Wilshire Blvd #970, Los Angeles, CA 90024. All rights reserved.

15. GOVERNING LAW. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California; USA in all disputes arising out of or related to the use of the Site, the App or Service.

16. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

17. NO LICENSE. Nothing contained on the Site or the App should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.

18. CALIFORNIA USE ONLY. The Site and the App are controlled and operated by Company from its offices in the State of California. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site or the App should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

19. MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service and/or the App; and (c) discontinue the Site and/or Service and/or the App at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site, the App, or the Service following notice of any revision, you shall abide by any such revision.

20. THE SITE NOT INTENDED FOR CHILDREN/PERSONS UNDER 18. THE SITE AND THE APP ARE NOT DESIGNED TO BE A CHILDREN’S SITE OR APP, OR A SITE OR APP DIRECTED TOWARD CHILDREN. COMPANY INTENDS ONLY PERSONS WHO ARE 18 YEARS OR OLDER TO USE THE SITE AND/OR APP. PERSONAL REGISTRATION INFORMATION SUBMITTED BY A PERSON UNDER THE AGE OF 18 WILL NOT BE ACCEPTED. ANY GENERAL INFORMATION PROVIDED BY A PERSON UNDER THE AGE OF 18 AND GATHERED (FOR EXAMPLE, THROUGH THE USE OF COOKIES) DURING HIS OR HER VISIT MAY BE USED AS INDICATED IN THIS PRIVACY POLICY. Company is committed to protecting the privacy of children. We encourage parents and guardians of children to regularly check and monitor their children’s use of e-mail and other activities online. You agree not to aid anyone in avoiding or circumventing of these Terms of Use.

21. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.