Last Updated: February 7, 2022

Please Read This Terms of Use Agreement Carefully. This Is A Binding Contract. 

This Terms of Use (this “TOU”) describes the terms and conditions applicable to your  access and use of all Raiinmaker “Websites” and mobile applications (“Apps”) and  interactive services operated by Coiin, LLC. d/b/a Raiinmaker ( “RAIINMAKER”, “we”,  “us”, or “our”) where these TOU are posted on our Websites and Apps (collectively the  “Sites”) and the services provided in association with the Sites (collectively, the  “Service”).  

This TOU sets forth the terms and conditions under which RAIINMAKER provides you  access to the Sites and the Service

Your use of the Sites constitutes your acceptance of and agreement to be bound  by these Terms of Use. If you do not agree to abide by these Terms of Use and our  Privacy Policy (including our Cookie policy found within our Privacy Policy) you must stop using the Sites and exit the Sites now. 

If you agree to these Terms of Use, then RAIINMAKER grants you permission to access  to and use the Sites and Service in accordance with these Terms of Use and any other  related terms and conditions which may be presented to you for your use or involvement  with any related Service or other promotional RAIINMAKER related activities. 

RAIINMAKER may make changes to the Sites and/or the Service at any  time. RAIINMAKER may also amend this TOU at any time by posting the amended  Terms of Use on the Sites, and/or sending you an email, and you agree that you will be  bound by any changes to this TOU. For your convenience, the date of last revision is  included at the top of this page. 

Privacy Policy. By using the Sites or the Service, you represent that you have read and  consent to our Privacy Policy, which Privacy Policy is incorporated herein by this  reference) in addition to this TOU. RAIINMAKER may revise the Privacy Policy at any  time, and the new versions will be available on the Sites. If at any point you do not agree  to any portion of the Privacy Policy, you may contact us, as set forth in the Privacy  Policy, and you must immediately stop using the Sites and/or Service. 

1. RAIINMAKER Membership Accounts.  

a). RAIINMAKER provides members with the opportunity to participate in  marketing campaigns. Participation in any marketing campaigns is voluntary. By  agreeing to become a member, you agree to receive invitations to participate in  marketing campaigns. You may unsubscribe from your membership at any time. 

b). In order to access some features of the Sites, you will have to create a  RAIINMAKER account – only 1 account per person. You may never use another person’s RAIINMAKER account without permission. When creating your account you must provide accurate and complete information. You must keep your account password confidential and secure because you are solely responsible for  the activity that occurs on your RAIINMAKER account. You must notify RAIINMAKER immediately if you become aware of any breach of security or  unauthorized use of your account. 

c). You are solely responsible for any Internet connection and telecommunication  fees or charges that you may incur when accessing the Service. 

d). The Service and any marketing and other content viewed through our Service  are for your personal and non-commercial use only and may not be shared with  other non-members. During your membership, we grant you a limited, non exclusive, non-transferable right to access the Service and view the content  through the Service. Except for the foregoing, no right, title or interest is transferred to you.  

e). RAIINMAKER “Coiin Reward Points” are a part of the in-app ledger system  that is used in the Services and have no “real-world” monetary value. Coiin  Reward Points are not your property. You cannot transfer points to any other  person or membership account. Additionally, as such points are not your property  they cannot be transferred by operation of law, such as by inheritance, in bankruptcy or in connection with a divorce. 

f). Raiinmaker members earn Coiin reward points that are distributed upon the  end of a marketing campaign. The amount is based upon a member’s influence  score in relation to the influence score of all participating members, against the  total amount of Coiin reward points staked to the enrolled marketing campaign.  

The user influence score earns a point for every digital value interaction tracked  for the life span of an eligible campaign, depending on the weighted earn rate  determined by the enrolled marketing campaign. 

In order to participate in a Campaign, you agree to follow the FTC Guidelines for  Influencers. 

g). Members who participant in marketing campaigns will be eligible to earn  additional reward points provisioned by the specific marketing campaign which  will be based on the Member’s influence score. 

h). A member cannot remove or transfer Coiin from their account. Additionally:  (a) as discussed further below, the Company may remove Coiin from a member’s  account in connection with the termination or suspension of their access to the  Services, and (b) Coiin may be transferred by the Company from a member’s  account to another account for the member in connection with a account  migration, where permitted by the Company, in its sole discretion. If not  withdrawn, Coiin will “expire” and be removed from a member’s account after 2 years from the last earning or withdrawal activity within an account. Additionally,  upon termination of a member’s account, any and all Coiin associated with a  member’s account will be automatically and irrevocably removed and deleted. 

i). Marketing Campaign Updates: Raiinmaker may modify, alter, delete or add  new terms and conditions for marketing campaigns, the reward program or the 

Services at any time without notice. For Raiinmaker this includes, but is not  limited to, modifying, altering, adding or deleting redemption levels, conversion  ratios, conditions for status, conditions for membership and conditions for earning  incentives or rewards, at any time without notice. In addition, Raiinmaker may  terminate or cease offering any incentive or reward in connection with  Raiinmaker’s rewards program, at any time without notice. 

j). How to Redeem Rewards: You can redeem Rewards through a manual  request via your Raiinmaker account. You can manually redeem your Rewards in  the following ways and in connection with the following reward types, on a one time basis, as follows: 

(1) per marketing campaign or (2) Coiin can be redeemed as a reward point for  a digital Gift Card from the Raiinmaker store, or (3) Coiin can be redeemed for a  token on the Ethereum network (or any future blockchain networks Raiinmaker provides), or (4) the redemption of a non-Coiin token (e.g. fungible or NFT) via  any blockchain networks that the Rainmaker platform integrates with now or in  the future.  

You also must pay any service fees or required taxes and fees that Raiinmaker must collect. The amount you pay for associated taxes and fees may be different  than the actual payment Raiinmaker receives. The amount you are charged is a  fee for services and covers the costs of your redemption. The charge for taxes  and fees varies based on a number of factors, including but not limited to, 1) how  much payment Raiinmaker receives, and 2) the network fees for the  corresponding Blockchain network for the transaction. Raiinmaker may charge a  fee for initial KYC/AML checks to be deducted from the Rewards as a fee. Fees  also may include a profit for Raiinmaker. See Section 14 below for further  information on your possible Redemption taxes 

2. TOU Updates. RAIINMAKER will revise this TOU as the Sites and/or Service  evolves. You must agree to all revisions if you choose to continue using the Sites  and/or Service. By using the Sites and/or Service, you agree to the then-current  version of this TOU as posted on the Sites. If at any point you do not agree to  any portion of the then-current version of this TOU, you must immediately stop  using the Sites and/or Service. 

3. Termination of Service. RAIINMAKER reserves the right to deny service to any  person at RAIINMAKER’s sole and absolute discretion. The Sites and/or Service  is offered with the understanding that RAIINMAKER may terminate any account  registered to you and/or your access to the Sites and/or Service at any time, for  any reason or no reason, including without limitation for any violation of this TOU,  or our Privacy Policy. RAIINMAKER may stop offering and/or supporting the  Sites and/or Service at any time. 

4. Eligibility. You represent that you are 18 years old or older and have the legal  capacity to enter a contract in the jurisdiction where you reside.  

Unsolicited Idea Submissions.  

5. Unsolicited Ideas. RAIINMAKER values your feedback on its Services, Sites and products, but please do NOT submit any unsolicited creative ideas, 

suggestions or materials to us. Neither RAIINMAKER nor any of its employees  and/or subcontractors accept or consider unsolicited ideas, original creative  artwork or other works, including, without limitation, ideas or suggestions for new  or improved business concepts or technologies, product enhancements,  improvements to existing programs, marketing plans or names for new content  (collectively “Unsolicited Ideas“). Please do not send your Unsolicited Ideas to  RAIINMAKER or its employees and/or subcontractors. This policy is aimed at  avoiding potential misunderstandings or disputes when RAIINMAKER products,  Sites or Services might seem the same or similar to Unsolicited Ideas that were  submitted. 

6. Rights to Unsolicited Ideas. If you do submit your Unsolicited Ideas to  RAIINMAKER, or to any of its employees and/or subcontractors, then you hereby  acknowledge and agree that, from the time of uploading, transmission or  dispatch, you grant RAIINMAKER and its designees a worldwide, perpetual,  irrevocable, sublicensable, transferable, assignable, and royalty-free right to use,  reproduce, distribute, create derivative works of, publicly perform, publicly  display, digitally perform, make, have made, sell, offer for sale and import your  Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade  secrets, patents, industrial rights, so-called “moral rights” and all other intellectual  and proprietary rights related thereto, in any media now known or hereafter  created, devised or developed, for any purpose whatsoever, commercial or  otherwise, including, without limitation, giving the Unsolicited Ideas to others,  without any compensation or attribution to you. You also waive any claim that  any use by RAIINMAKER and/or its licensees of your Unsolicited Ideas violates  any of your rights, including but not limited to moral rights, privacy rights, rights to  publicity, proprietary or any other rights, and/or rights to credit for the material or  ideas set for therein. 

Restrictions and Conditions of Use. 

8. Use of Sites and Service. RAIINMAKER authorizes you to view and use the  Sites solely for your personal, non-commercial use. This authorization is not a  transfer of title in the Sites, any information or any copies of any information, or to  any text, graphics, logos, images, data compilations, software or other materials  on or related to the Sites (“Materials”), and is subject to the following restrictions:  (a) you may not remove or modify any copyright, trademark, logo or any other  proprietary notices affixed to any information and/or Materials; (b) you may not  modify any information and/or Material in any way, or reproduce or publicly  display, distribute or otherwise use the information and/or Material for any public  or commercial purpose. You agree not to license, create derivative works from,  transfer, sell or re-sell any information, Material or Services obtained from the  Sites. You agree to abide by all additional restrictions displayed on the Sites, as  updated from time to time.  

9. No Violation of Laws. You agree that you will not, in connection with your use of  the Sites or the Service, violate any applicable law or regulation. Without limiting  the foregoing, you agree that you will not make available through the Sites and/or  Service any material or information that infringes any copyright, trademark,  patent, trade secret, or any other right of any party (including rights of privacy or  publicity).

10. Misuse of Sites and/or Service. You may not connect to or use the Sites  and/or Service in any way not expressly permitted by this TOU. Without limiting  the foregoing, you agree that you will not: (a) institute, assist, or become involved  in any type of attack, including without limitation denial of service attacks, upon  the Sites and/or Service or otherwise attempt to disrupt the Sites and/or Service  or any other person’s use of the Sites and/or Service; or (b) attempt to gain  unauthorized access to the Sites, Service, accounts registered to other  members, or the computer systems or networks connected to the Sites and/or  Service. Furthermore, you may not use the Sites or Service to develop, generate,  transmit or store information that: (i) is defamatory, harmful, abusive, obscene or  hateful; (ii) in any way obstructs or otherwise interferes with the normal  performance of another person’s use of the Sites and/or Service; (iii) performs  any unsolicited commercial communication not permitted by applicable law; (iv)  constitutes harassment or a violation of privacy or threatens other people or  groups of people; (v) is harmful to children in any manner; (vi) violates any  applicable law, regulation or ordinance; (vii) makes any false, misleading or  deceptive statement or representation regarding RAIINMAKER and/or the  Service; (viii) constitutes phishing, pharming or impersonates any other person,  or steals or assumes any person’s identity (whether a real identity or online  nickname or alias); or (ix) generates artificial, automated or fraudulent views of  pages or videos or ‘clicks’ on advertisements or offers. 

11. No Commercial Uses. You agree that you will not use the Sites or the Service  for any commercial purpose or the benefit of any third party or charge any  person, or receive any compensation for, the use of the Sites or Service. 

12. No Data Mining or Harmful Code. You agree that you will not: (a) obtain or  attempt to obtain any information from the Service, including without limitation  email information of other account holders; (b) intercept, examine or otherwise  observe any proprietary communications protocol used by the Service, whether  through the use of a network analyzer, packet sniffer or other device; or (c) use  any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop  dead device, Trojan-horse routing, trap door, time bomb or any other codes,  instructions, malware or third-party software that is designed to provide a means  of surreptitious or unauthorized access to, or distort, delete, damage or  disassemble the Sites or the Service. Raiinmaker expressly prohibits the  scraping of email addresses from this Site.  

13. Mobile Devices. The Sites and Service contains services and features that  maybe available to or through certain mobile devices. Your carrier’s normal rates  and fees apply. We do not guarantee that any or all Services will work with or be  accessible through all carriers or devices. 

14. Sales Tax Collection. In states where we have no physical presence, we are  not required to collect and remit sales tax for purchases unless required by such  states. However, if a state does not require this, it may still require that their  residents file a sales or use tax return for Rewards Redeemed on the Site. You  should consult your state and local tax laws to determine compliance with tax  laws and regulations in your area. For those states that do require it, we collect  and remit sales tax. 

In the United States, Raiinmaker has an obligation to: (i) provide a W-9 tax form  to individuals who receive payments (whether via the redemption of points or  dollars or other means) of $600 or more in a tax year and (ii) file a 1099-Misc  form with the United States Internal Revenue Service (“IRS”) for such payments.  In addition, Raiinmaker will provide you with a completed 1099-Misc form for your  tax compliance purposes. As a result, please see the following: 

(1) If you have received payments of $599 during a tax year, your account will be  suspended (i.e., you will not be able to receive further payments and will not be  able to complete or participate in marketing campaigns) for the remainder of the  applicable tax year unless and until you provide Raiinmaker with a completed  and verified W-9 form.  

(2) If you have received payments of $600 or more during a tax year, your  account will be suspended indefinitely (i.e., you will not be able to receive further  payments and will not be able to complete or participate in marketing campaigns)  unless and until you provide Raiinmaker with a completed and verified W-9 form.  In this case, your account will not be reinstated at the beginning of the next tax  year, unless or until you provide Raiinmaker with a completed and verified W-9  form. 

As a result of any error, we may over collect or under collect your tax. In  consideration of our allowing you access to and use of the Sites, and in collecting  and remitting taxes required on your redeemed Reward points, you hereby waive  your right to claim that the tax collected on any such redeemed points is incorrect  in any respect and agree to hold us harmless, our officers, directors, employees,  agents and representatives, for any harm or other damages you may incur as a  result of our error in calculating the taxes you owe for your redeemed Reward  points. 

15. Promotions.  

We may from time to time provide certain promotional opportunities,  sweepstakes and/or contests to Site users and members, and such promotions,  sweepstakes and/or contests maybe subject to additional official rules which  would be provided at that time. All such promotions will be run at our sole  discretion, and can be activated, modified or removed at any time by us without  advance notification. Our liability, and the liability of any of our partners pursuant  to such promotional opportunities, sweepstakes and contests shall be limited  pursuant to the limitations of liability set forth in these Terms. 


16. Third Party Links from the Sites. The Sites may contain links to Sites, Apps and content platforms operated by other parties (for example: Google, Instagram,  Amazon, Apple, Facebook, Twitter, etc.). RAIINMAKER provides these links to  other sites, Apps and content platforms as a convenience, and use of these sites and content platforms is at your own risk. The linked sites, Apps and content  platforms are not under the control of RAIINMAKER, and RAIINMAKER is not  responsible for the content available on the other sites, Apps and content 

platforms. Such links do not imply RAIINMAKER’s endorsement of information  or material on any other Sites, App or content platform and RAIINMAKER disclaims all liability with regard to your access to and use of such linked sites,  Apps and content platforms. Products and/or services offered on or in  association with the third party linked sites and Apps are provided through  independent third-party vendors, and you agree to look solely to such third-party  vendors, and not RAIINMAKER, for any issues related to such products and/or  services. 

17. Links to the Sites. Unless otherwise set forth in a written agreement between  you and RAIINMAKER, you must adhere to RAIINMAKER’s linking policy as  follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with RAIINMAKER’s and/or  its licensors’ names and trademarks, (ii) the appearance, position and other attributes of the link may not create the false appearance that you or your  organization or entity is sponsored by, affiliated with, or associated with  RAIINMAKER, (iii) when selected by a user, the link must display the Sites on  full-screen and not within a “frame” on the linking Sites, and (iv) RAIINMAKER reserves the right to revoke its consent to the link at any time and in its sole  discretion. 

18. Social Networks. The Service may include features that operate in conjunction  with certain third-party social networking sites or Apps that you visit, including the  use of such features to log into your account on the Sites (“Social Network  Features”). While your use of the Social Network Features is governed by this  TOU, your access and use of third-party social networking sites and the services  provided through those sites is governed by the terms of service and other  agreements posted on those third-party sites. It is impossible for RAIINMAKER to  determine in each case whether your use of the Social Network Features would  cause you to violate or breach the terms of service and/or other agreements  posted on those third-party sites. You understand and acknowledge that your  actions in association with your use of the Social Network Features may possibly  cause you to violate or breach the terms of service and other agreements posted  on those third-party sites which could result in the termination of your account  and ability to access those third-party sites and, in some cases, could give rise to  the possibility of liability for damages. You agree that you alone are  responsible for your use of any Social Network Features and that  RAIINMAKER will not be liable to you or anyone else for your violation or  breach of any terms of service or other agreement of any third-party sites,  App or service that may result from your use of such Social Network Features. 

Intellectual Property. 

19. Trademarks. “Coiin” and the “Raiinmaker” logos and the “Proof of Influence”  marks are the trademarks and/or service marks of RAIINMAKER. Unauthorized  use of any RAIINMAKER trademark, service mark or logo would be a violation of  international and U.S. Federal and State trademark laws.

20. Copyright. The Sites and Service and the content made available through the  Sites and the Service are protected by U.S. and international copyright  laws. Except as authorized in this TOU, you may not use, modify, reproduce or  distribute any of the content, or the design or layout of the Sites or Service, or  individual sections of the content, design or layout of the Sites without  RAIINMAKER’s express prior written permission. 

21. DMCA Copyright Claim and Agent. Note: the following information is  provided exclusively for notifying RAIINMAKER that your copyrighted  material may have been infringed. All other inquiries, such as requests for  technical assistance, reports of social media or email abuse or piracy  reports, will not receive a response through this process. RAIINMAKER respects the intellectual property rights of others and requires that visitors and  members who use the Sites and the Service do the same. 

A. Copyright Infringement Claim: If you believe that your work has been  copied in a way that constitutes copyright infringement, please forward the  following information to the RAIINMAKER Copyright Agent, designated as such  pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named  below: 

• Your address, telephone number, and email address; 

• A description of the copyrighted work that you claim has been  infringed; 

• A description of where the alleged infringing material is located;

• A statement by you that you have a good faith belief that the disputed  use is not authorized by you, the copyright owner, its agent, or the  law; 

• An electronic or physical signature of the person authorized to act on  behalf of the owner of the copyright interest; and 

• A statement by you, made under penalty of perjury, that the above  information in your notice is accurate and that you are the copyright  owner or authorized to act on the copyright owner’s behalf. 

Copyright Agent: Legal Department 

Coiin, LLC 

30 N. Gould St., Sheridan, Wyoming 82801 USA  


Inquiries not compliant with the procedure outlined above may not receive a response. RAIINMAKER may, in appropriate circumstances, terminate an  account holder or subscriber to a Site or Service if he or she is a repeat  infringer. If you believe that an account holder or subscriber is a repeat infringer,  please follow the instructions above to contact RAIINMAKER’s DMCA Copyright  Agent and provide information sufficient for us to verify that the account holder  or subscriber is a repeat infringer. 

B. Counter-Notice. If you believe that your user Posting (as defined below) that  was removed (or to which access was disabled) is not infringing, or that you  have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your Posting, you may send a  counter-notice containing the following information to the RAIINMAKER Copyright Agent: 

To be effective, a Counter Notification must be a written communication  provided to RAIINMAKER’s designated Copyright Agent that includes  substantially the following: 

1. A physical or electronic signature of the RAIINMAKER account holder;

2. Identification of the material that has been removed or to which access  has been disabled and the location at which the material appeared before  it was removed or access to it was disabled; 

3. A statement under penalty of perjury that the Subscriber has a good faith  belief that the material was removed or disabled as a result of mistake or  misidentification of the material to be removed or disabled; 

4. The Subscriber’s name, address, email and telephone number, and a  statement that the Subscriber consents to the to the exclusive jurisdiction  of the state and federal courts located within Los Angeles, California and  that the Subscriber will accept service of process from the person who  provided notification or an agent of such person. 

Upon receipt of a Counter Notification containing the information as outlined in 1  through 4 above: 

1. RAIINMAKER will without undue delay provide you, the complaining  party, with a copy of the Counter Notification; 

2. RAIINMAKER will inform you that it will replace the removed material or  cease disabling access to it within approximately 10 to 14 business days;

3. RAIINMAKER will replace the removed material or cease disabling  access to the material within approximately 10 to 14 business days  following receipt of the Counter Notification, provided RAIINMAKER’s  designated Copyright Agent has not received notice from you that an  action has been filed seeking a court order to restrain Subscriber from  engaging in infringing activity relating to the material on RAIINMAKER’s  network or system. 

22. USA Location, Governance, US Export Laws. The Sites and the Service are  owned and operated by RAIINMAKER in the United States and governed by the  state and federal laws of the United States. The Sites are therefore intended for  access only from, and use by residents of, the United States. If you are a  resident of, or access the Sites from, a jurisdiction outside the United States, the  laws of your jurisdiction may be more or less strict than the laws that apply to  these Sites and you therefore do so at your own risk and are responsible for  compliance with all applicable laws of such jurisdiction. We make no  representation that the Sites or Sites’ content is appropriate or available for use  in other locations, and access to them from territories where their content is  illegal is prohibited. You may not use or export any of the Sites content in  violation of United States export laws and regulations. Those who choose to  access the Sites, and/or the Service from locations outside the United States do  so on their own initiative and are solely responsible for compliance with  applicable local laws.

23. User Postings on the Sites. The Sites may provide users with the ability to  post feedback, Fan-Art, messages or testimonials on the Sites. RAIINMAKER is  under no obligation to review any messages; information or content (“Postings”)  posted on the Sites by users and assumes no responsibility or liability relating to  any Postings. Notwithstanding the above, RAIINMAKER may from time to time  monitor the Postings on the Sites and may remove any Postings at its sole  discretion. You grant other users of the Sites permission to access, use, record,  reproduce, distribute, publicly display, publicly perform, and prepare derivative  works of your Postings in any medium (whether now known or later developed).  We do not guarantee any confidentiality with respect to any Postings that you  may submit, upload, post or otherwise provide to the Sites, and it is your  responsibility to protect any rights that you may have in your Postings.

Please  also be aware that any personally identifiable information that you choose  to include in your Postings for publication on the Sites will not be  protected, except as maybe set forth in our Privacy Policy. If RAIINMAKER has provided you with any free or discounted product or other item of value  (other than sales and discounts available to the general public), you agree to disclose the value received in your Postings in compliance with Section 5 of the  U.S. Federal Trade Commission Act. 

24. Submitted Content. RAIINMAKER does not claim ownership of any materials  of the Postings you make available through the Sites. At RAIINMAKER’s sole  discretion, such materials in the Postings may be included in the Service in whole  or in part or in a modified form. With respect to such materials in the Postings  you submit or make available for inclusion on the Sites, you grant RAIINMAKER a perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully paid-up  and non-exclusive license to use, copy, distribute, publicly perform, display,  modify, create derivative works, and sublicense such materials in the Postings or  any part of such materials and Postings. You hereby represent and warrant: that  any materials or Postings you provide do not include anything (including, but not  limited to, text, images, music or video) to which you do not have the full right to  grant the license specified above in this Section entitled “Submitted Content”.  You also grant us the right, but not the obligation, to use your name, likeness,  and identity in connection with your materials and Postings. You voluntarily waive  all so-called “moral rights” or similar rights you may have in your materials and  Postings. 

23. Children. The Sites and the Service are not directed toward children under 13  years of age nor does RAIINMAKER knowingly collect information from children  under 13 or allow them to create an account or access account features. The  Children’s Online Privacy Protection Act (COPPA) of 1998 provides safeguards  to protect children who use the Internet by regulating the online collection of  personal information from children under the age of 13. To ensure compliance  with this law, RAIINMAKER does not knowingly collect or maintain information  provided by children under the age of 13 unless expressly authorized by a parent  or legal guardian. RAIINMAKER does not sell products, services or other  activities by or for purchase by children, and we ask that minors (under the age of 13) do not submit any personal information to us. If we learn that we have  inadvertently collected personal information from a child, we will make all  reasonable efforts to delete that data from our records.

 24. Disclaimer of Warranties. 

The Sites and Service are provided on an “AS IS” and “AS AVAILABLE” basis for your use, without warranties of any kind, either express or  implied, including without limitation the warranties of merchantability,  fitness for a particular purpose, title, non-infringement, and those arising  from course of dealing or usage of trade. RAIINMAKER makes no warranty  as to the accuracy, completeness or reliability of any content available  through, or the performance of, the Sites or the Service. You are  responsible for verifying any information before relying on it. Use of the  Sites and/or the Service is at your sole risk. RAIINMAKER does not warrant  that you will be able to access or use the Sites and/or Service at the times  or locations of your choosing; that the Sites or the Service will be  uninterrupted or error-free; that defects will be corrected; or that the Sites  or the Service are free of viruses or other harmful components. 

Because some states or jurisdictions do not allow the disclaimer of implied  warranties, the foregoing disclaimer may not apply to you. 

 25. Limitation of Liability; Sole and Exclusive Remedy

To the maximum extent permitted by law, RAIINMAKER, its affiliates,  licensors and business partners or any of their shareholders, directors,  officers, employees or licensors (collectively, the “Related Parties”)  disclaim all liability (jointly or severally), whether based in contract, tort  (including negligence), strict liability or otherwise, and further disclaims all  losses, including without limitation direct, indirect, incidental, consequential, or special damages arising out of or in any way connected  with access to or use of the Sites and/or Service, even if RAIINMAKER and/or Related Parties have been advised of the possibility of such  damages. Without limiting the foregoing, in no case will the liability of  RAIINMAKER or any of the Related Parties exceed the amount that you  paid to us or our designees during the 6 months prior to the time the cause  of action giving rise to liability arose or $100, whichever amount is less. 

RAIINMAKER will not be responsible or liable, under any circumstances,  for any loss, liability, expenses or damages incurred in connection with the  Site and/or the Service to the extent caused by or resulting from: (a) your  acts, defaults or omissions (your misplacing, misusing or forgetting your  membership email account address and/or password(s)) in connection with  any Reward Redemption or otherwise; (b) your violation of any of any term,  condition, representation or warranty contained in this TOU; or (c) acts or  omissions of third parties, including third parties contracted by  RAIINMAKER. 

Because some states or jurisdictions do not allow the exclusion or the limitation  of liability for consequential or incidental damages, in such states or jurisdictions,  the liability of RAIINMAKER and its affiliates shall be limited to the fullest extent  permitted by law.

26. Indemnification. You agree to indemnify, defend and hold RAIINMAKER and  the Related Parties harmless from any and all claims, demands, damages or  other losses, including reasonable attorneys’ fees and expenses, and court  costs, resulting from or arising out of your use of the Sites and/or the Service or  any breach by you of this TOU (including without limitation Section 25 above),  our Privacy Policy or any other policies that RAIINMAKER may issue for the  Sites and/or Service from time to time. 

27. Governing Law; Jurisdiction. This TOU is governed by, and will be construed  under, the laws of the United States of America and the law of the State of Wyoming, without regard to conflict of law principles. The application of the  United Nations Convention on Contracts for the International Sale of Goods is  expressly excluded. Except as expressly provided below (and claims proceeding  in any small claims court), all disputes arising out of or related to your use of the  Sites and/or the Service shall be subject to binding arbitration as provided in  paragraph 28. To the extent any matter is excluded from arbitration as set forth  below, all such disputes, shall be subject to the exclusive jurisdiction of the state  and federal courts located within Cheyenne, Wyoming, and you agree to submit  to the personal jurisdiction and venue of such courts. You and RAIINMAKER agree that any cause of action arising out of or related to the Sites or  Services must commence within 1 year after the cause of action accrues.  Otherwise, such cause of action is permanently barred. 

28. Binding Arbitration. 

28.1 Arbitration Procedures. If you are a Raiinmaker member in the United  States (including its possessions and territories), you and Raiinmaker agree that  any dispute, claim or controversy arising out of or relating in any way to the  Raiinmaker Service, these Terms of Use and this Arbitration Agreement, shall be  determined by binding arbitration or in small claims court. Arbitration is more  informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a  judge or jury, allows for more limited discovery than in court, and is subject to  very limited review by courts. Arbitrators can award the same damages and relief  that a court can award and nothing in this Arbitration Agreement shall be  interpreted as limiting any non-waivable statutory rights. You agree that, by  agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the  interpretation and enforcement of this provision, and that you and Raiinmaker are  each waiving the right to a trial by jury or to participate in a class action. This  arbitration provision shall survive termination of this Agreement and the  termination of your Raiinmaker membership. 

28.2 If you elect to seek arbitration or file a small claim court action, you must  first send to Raiinmaker, by certified mail, a written Notice of your claim  (“Notice”). The Notice to Raiinmaker must be addressed to: Legal Department,  Coiin LLC, Inc., 30 N. Gould St. Sheridan, Wyoming 82801 (“Notice Address”). If  Raiinmaker initiates arbitration, it will send a written Notice to the email address  used for your membership account. A Notice, whether sent by you or by  Raiinmaker, must (a) describe the nature and basis of the claim or dispute; and  (b) set forth the specific relief sought (“Demand”). If Raiinmaker and you do not  reach an agreement to resolve the claim within 30 days after the Notice is 

received, you or Raiinmaker may commence an arbitration proceeding or file a  claim in small claims court. 

You may download or copy a form Notice and a form to initiate arbitration at  

28.3 If your claim is for US$10,000 or less, we agree that you may choose  whether the arbitration will be conducted solely on the basis of documents  submitted to the arbitrator, through a telephonic hearing, or by an in-person  hearing as established by the AAA Rules. If your claim exceeds US$10,000, the  right to a hearing will be determined by the AAA Rules. Regardless of the  manner in which the arbitration is conducted, the arbitrator shall issue a  reasoned written decision explaining the essential findings and conclusions on  which the award is based.  

28.4 You and Raiinmaker agree that each may bring claims against the  other only in your or its individual capacity, and not as a plaintiff or class  member in any purported class or representative proceeding. Further,  unless both you and Raiinmaker agree otherwise, the arbitrator may not  consolidate more than one person’s claims with your claims, and may not  otherwise preside over any form of a representative or class proceeding. If this  specific provision is found to be unenforceable, then the entirety of this arbitration  provision shall be null and void. 

By agreeing to this arbitration provision, you understand that you and  RAIINMAKER waive the right to sue in court and have a jury trial. 

Additional Terms. 

29. TOU Revisions. This TOU may only be revised in a writing signed by  RAIINMAKER, or published by RAIINMAKER on the Sites. 

30. No Partnership. You agree that no joint venture, partnership, employment, or  agency relationship exists between you and RAIINMAKER as a result of this  TOU or your use of the Service. 

31. Assignment. RAIINMAKER may assign this TOU, in whole or in part, to any  person or entity at any time with or without your consent. You may not assign the  TOU without RAIINMAKER’s prior written consent, and any unauthorized  assignment by you will be null and void. 

32. Severability. If any part of this TOU is determined to be invalid or  unenforceable, then that portion will be severed, and the remainder of the TOU will be given full force and effect. 

33. Attorneys’ Fees. In the event any litigation or arbitration is brought by either  party in connection with this TOU, the prevailing party will be entitled to recover  from the other party all the reasonable costs, attorneys’ fees and other expenses  incurred by such prevailing party in the litigation.

34. No Waiver. Our failure to enforce any provision of this TOU will in no way be  construed to be a present or future waiver of such provision, nor in any way  affect the right of any party to enforce each and every such provision thereafter.  The express waiver by us of any provision, condition or requirement of this TOU will not constitute a waiver of any future obligation to comply with such provision,  condition or requirement. 

35. Notices. All notices given by you or required under this TOU will be in writing  and addressed to: Coiin, LLC, 30 N. Gould St., Sheridan, Wyoming 82801 USA 

ATTN: Legal Department. Email: 

36. Equitable Remedies. You hereby agree that RAIINMAKER would be  irreparably damaged if the terms of this TOU were not specifically enforced, and  therefore you agree that we will be entitled, without bond, other security, or proof  of damages, to appropriate equitable remedies with respect to breaches of this  TOU, in addition to such other remedies as we may otherwise have available to  us under applicable laws.  

37. Terms Applicable for Apple ios 

If you are accessing or using one of our Apps through a device manufactured  and/or sold by Apple, Inc. (“Apple”), such a device will be referenced as an “Apple Device”: 

1. To the extent that you are accessing the App through an Apple Device,  you acknowledge that this TOU is entered into between you and  RAIINMAKER and, that Apple is not a party to these Terms other than as  third-party beneficiary as set forth below. 

2. The use of the Sites and Service granted to you in this TOU is subject to  the permitted Usage Rules set forth in the Apple App Store Terms and  Conditions (see: and  any third party terms of agreement applicable to the App. 

3. You acknowledge that RAIINMAKER, and not Apple, is responsible for  providing the App and content thereof. 

4. You acknowledge that Apple has no obligation whatsoever to furnish any  maintenance or any support services to you with respect to the App. 5. To the maximum extent permitted by applicable law, Apple will have no  other warranty obligation whatsoever with respect to the App. 

6. Notwithstanding anything to the contrary herein, and subject to the terms in  this TOU, you acknowledge that, solely as between Apple and RAIINMAKER, RAIINMAKER and not Apple is responsible for addressing  any claims you may have relating to the App, or your possession and/or  use thereof, including, but not limited, to: (i) product liability claims, (ii) any  claim that the App fails to conform to any applicable legal or regulatory  requirement; and (iii) claims arising under consumer protection or similar  legislation. 

7. Further, you agree that if the App, or your possession and use of the App,  infringes on a third party’s intellectual property rights, you will not hold  Apple responsible for the investigation, defense, settlement and discharge  of any such intellectual property infringement claims.

7. You acknowledge and agree that Apple, and Apple’s subsidiaries, are  third-party beneficiaries of these Terms, and that, upon your acceptance of  the terms and conditions of these Terms, Apple will have the right (and will  be deemed to have accepted the right) to enforce these Terms against you  as a third-party beneficiary thereof. 

8. When using the App, you agree to comply with any and all third-party  terms that are applicable to any platform, sites, technology or service that  interacts with the App. 

38. Entire Agreement. This TOU, including documents expressly incorporated by  reference, constitutes the entire agreement between you and us with respect to the Sites  and/or Service and supersedes all prior or contemporaneous communications, whether  electronic, oral or written, between you and us with respect to the Sites and/or Service.