Terms of Service

TERMS OF SERVICE Welcome to Rainmaker! Please read these Terms of Service (these “TOS”) carefully, as they constitute a legally binding agreement between you (“you”, “your”, or “user”) and Rainmaker Fun Inc., a Delaware corporation (“Rainmaker”, “we”, “us” or “our”). These TOS, together with any Modifications, the Fee Schedule, as well as all policies posted on rainmaker.fun and incorporated by reference herein, set out the terms on which Rainmaker offers you access to and use of (a) the website and application located at rainmaker.fun and all relevant sub-pages associated with the foregoing (the “Application”) and (b) any other applications, add-ons, tools, services and offerings provided by us (together with the Application, the “Products”). These TOS apply whether you are accessing the Products via a personal computer, a wireless or mobile device or any other technology or device now known or hereafter developed or discovered. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOU. AUTOMATED TRADING IN PREDICTION MARKETS INVOLVES SUBSTANTIAL RISK OF LOSS, INCLUDING LOSS OF THE ENTIRE AMOUNT COMMITTED TO ANY POSITION. PLEASE READ IT CAREFULLY. BY ACCESSING OR USING THE PRODUCTS IN ANY MANNER, YOU AFFIRM, REPRESENT AND WARRANT (A) THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TOS (ALONG WITH ANY MODIFICATIONS AND/OR ADDITIONAL TERMS, POLICIES AND AGREEMENTS REFERENCED HEREIN), INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, (B) THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TOS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND MEET ALL OF THE ELIGIBILITY AND OTHER REQUIREMENTS, AND (C) THAT YOUR ACCESS AND USE OF THE PRODUCTS IS PERMITTED BY, AND SHALL NOT VIOLATE, ANY APPLICABLE LAWS, INCLUDING THOSE IN YOUR JURISDICTION AND THE TERMS AND RULES OF ANY SUPPORTED VENUE YOU ACCESS. IF YOU DO NOT AGREE TO THE CURRENT VERSION OF THE TOS AND/OR ANY MODIFICATIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO REFRAIN FROM ACCESSING OR OTHERWISE USING THE PRODUCTS. 1. Modifications. We reserve the right to revise these TOS, at any time and from time to time, for any reason in our sole discretion by any written announcement or notice, or by posting an updated TOS (the “Modifications”). For material Modifications, we will provide at least seven (7) days advance notice by posting in the Application and through any contact information you have provided, and material Modifications to Section 4 (“Self-Directed Trading”), Section 6 (“Fees”) mechanics, or Section 26 (“Dispute Resolution”) will require your renewed click-through acceptance before you deploy any new Strategy. If you use the Products after Modifications become effective, it will signify your agreement to be bound by the Modifications. It is your responsibility to monitor and periodically check for changes to these TOS by consulting the “Last Modified” date at the bottom of this page. 2. What is Rainmaker? Rainmaker is a software platform that enables you to select and deploy automated trading strategies (each, a “Strategy”) that generate and submit orders for event contracts and prediction market positions on supported third-party venues (each, a “Supported Venue”), executed exclusively from and settled exclusively to your own wallet. Rainmaker is a technology provider. Rainmaker is not an exchange, a broker, a dealer, a futures commission merchant, a commodity trading advisor, an investment adviser, an insurer, or a fiduciary, and no element of the Products constitutes investment, legal, tax, or trading advice. Rainmaker does not hold, custody, control, or take possession of your funds or digital assets at any time. 3. The Application; Wallet Access; Order Signing. (a) The Application. The Application provides a web or mobile-based means of configuring Strategies and viewing markets, positions, and performance. The Application is distinct from the Supported Venues, which are operated by unaffiliated third parties under their own terms, and is one, but not the exclusive, means of accessing such venues. (b) Wallet Access. In order to use the Products, you must create or connect a non-custodial wallet compatible with the applicable Supported Venue. You are solely responsible for the retention and security of your recovery phrase, passkeys, and credentials. Rainmaker does not store and cannot access your private keys, cannot recover your funds, and cannot initiate transfers of your assets. IF YOU LOSE YOUR RECOVERY PHRASE AND/OR PASSKEYS, YOU WILL NOT BE ABLE TO ACCESS YOUR CRYPTOCURRENCY USING THE SERVICES, AND RAINMAKER SHALL HAVE NO LIABILITY FOR SUCH LOSS. YOU AGREE TO HOLD RAINMAKER AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR RECOVERY PHRASE AND/OR PASSKEYS. We reserve the right to refuse to engage with any wallet in our sole and exclusive discretion. We accept no responsibility or liability to you in connection with your use of a wallet and make no representations or warranties regarding how the Products will operate with any specific wallet. (c) Onchain Transactions; Order Signing. Orders generated by a Strategy you have deployed are signed and submitted using [a signing mechanism under your sole control / describe actual architecture]. You may authorize the streamlined signing of Strategy-generated orders using a scoped key or signer that (i) is limited to placing orders on Supported Venues, (ii) has no ability to withdraw or transfer your assets to any third party, and (iii) you may revoke at any time as described in Section 4(e). Once an order or transaction is submitted to a Supported Venue or broadcast to a digital asset network, it cannot be reversed by Rainmaker, although it may remain in a pending state while processed. Rainmaker makes no guarantee that any transaction will be confirmed by the relevant network and is not liable for losses you may incur as a result of network issues. [NOTE: pending confirmation of who signs orders; clauses (i) through (iii) must be technically accurate before publication. If backend key can do more than place orders, Section 2 no custody language and Section 23 non-custodial language need revision.] 4. Self-Directed Trading; Strategies; Standing Instructions. (a) Strategy Selection. You choose whether to deploy any Strategy, which Strategy to deploy, the amount of funds available to it, and any caps or limits made available in the Application. Rainmaker does not recommend any Strategy to you, does not assess whether any Strategy is suitable for you, and does not monitor your positions for your benefit. (b) Standing Instructions. When you deploy a Strategy, you are issuing your own standing instruction that all orders generated by that Strategy in accordance with its disclosed parameters be signed and submitted for your account. Each such order is your own unsolicited instruction. You acknowledge that Strategies operate automatically and will generate, submit, and exit positions without further confirmation from you, including during live sporting events, and that all orders are final when submitted to a Supported Venue. (c) No Advice; No Discretion. Rainmaker exercises no discretion over your account. The development and operation of a Strategy’s algorithms do not constitute advice or discretion with respect to you; they are software functions you have elected to use. Under no circumstances will the operation of all or any portion of the Products be deemed to create a relationship that includes the provision or tendering of investment advice. (d) Automated Systems. You expressly consent to the use of automated systems, algorithms, and machine learning models in the operation of Strategies, and you acknowledge that such systems may experience interruptions, delays, latency, data errors, model errors, design errors, or failures (each, a “System Failure”). Except where prohibited by applicable law, Rainmaker shall have no liability for losses arising from a System Failure. Strategy logic, entries, and exits may not perform as intended or expected, and may produce losses, including the entire amount committed to a position. (e) Revocation. You may revoke your standing instruction and deactivate any or all Strategies at any time through the Application. Revocation is effective for new orders immediately upon processing, which shall not exceed [X minutes]. Orders already submitted to a Supported Venue cannot be recalled. Positions open at the time of revocation will be held to settlement unless you close them yourself through the applicable Supported Venue; following revocation, Rainmaker takes no further action with respect to your positions. Fees on positions open at revocation are addressed in the Fee Schedule. 5. Supported Venues; Per-Venue Eligibility. (a) (a) Supported Venue Terms. Your access to and use of each Supported Venue is governed by that venue’s own terms, rules, and eligibility restrictions, which you must review and comply with. You represent that you meet, and will continue to meet, all eligibility requirements of each Supported Venue on which your Strategies execute. You must not use a VPN, proxy, false information, or any other method to evade geographic, legal, venue, or platform restrictions, whether ours or a venue’s. Rainmaker may suspend or restrict your access, or place your account in close-only mode, if it believes you are ineligible for a venue your Strategies access. (b) Supported Venue Actions. Supported Venues may suspend, restrict, or close your venue account or wallet, delay or block withdrawals, cancel or unwind trades, or resolve markets in ways you disagree with, in each case under their own terms. Rainmaker does not control and is not responsible for any act or omission of any Supported Venue. 6. Fees. (a) Fee Schedule. Rainmaker charges the fees set out in the Fee Schedule published at [rainmaker.fun/fees], which is incorporated into these TOS by reference. We will post written notice of changes to the Fee Schedule at least [seven (7)] days before they take effect; changes apply only to positions opened after the effective date. (b) Performance Fee Mechanics. Unless the Fee Schedule provides otherwise, fees are charged only on Net Profit of settled winning positions. “Net Profit” means, for a settled position, the settlement proceeds received minus the total cost basis of that position, including venue trading fees and network fees incurred to open it. No fee is charged on losing positions. Fees are collected automatically at settlement through an on-chain split of settlement proceeds before distribution to your wallet; Rainmaker never takes possession of your principal. (c) Disputes; Third-Party Fees. If you believe a fee was miscalculated, you must notify us at support@rainmaker.fun within thirty (30) days of the settlement in question, and we will review in good faith. Venue fees, network gas fees, bridging fees, and other third-party charges are your responsibility and are not refundable by Rainmaker. 7. $RAIN Token; Access Tiers. (a) Access Utility Only. Access to certain Products, tiers, features, or fee rates may be conditioned on holding specified amounts of the $RAIN token as set out in the Fee Schedule. $RAIN functions solely as an access mechanism within the Products. $RAIN is not an investment, carries no dividend, revenue share, or profit participation, confers no equity or governance rights in Rainmaker, and Rainmaker makes no representation regarding, and you should have no expectation of, any value, price, or return of or on $RAIN. (b) Verification. Tier eligibility is determined by [periodic snapshots / continuous monitoring] of the wallet you designate. You are responsible for maintaining the linkage between your designated holdings wallet and your trading wallet as described in the Application. (c) Tier Lapse. If your $RAIN holdings fall below the applicable tier threshold while positions are open, no new positions will be opened at that tier, and positions already open will settle normally with fees charged at the tier in effect when each position was opened. (d) Changes. Tier thresholds and tier benefits may change in accordance with Section 1 and the Fee Schedule notice mechanics. Nothing in these TOS obligates Rainmaker to maintain any listing, liquidity, or market for $RAIN. 8. Coverage. Certain tiers may include access to Coverage, a discretionary feature that may recover a portion of losses on qualifying positions, as described in the Coverage Terms published at [URL]. Coverage is not insurance, is not guaranteed, is provided at Rainmaker’s discretion on the terms so published, and may be modified or withdrawn in accordance with Section 1. The Coverage Terms state the qualifying strategies, recovery percentages, caps, funding source, and claims process. 9. Market Conduct. You shall not, and shall not deploy any Strategy in a manner designed to: (a) manipulate any market, including by spoofing, layering, wash trading, fictitious trades, cornering, or collusion to affect prices; (b) trade on the basis of material non-public information obtained under a duty of trust or confidence; (c) trade in any market whose outcome you can influence or are involved in, including as an athlete, coach, official, team or league personnel, or event participant; (d) front-run or trade ahead of information or orders not available to the market; or (e) violate the market-integrity rules of any Supported Venue. Rainmaker may suspend access, place your account in close-only mode, and report conduct to venues or authorities where required. 10. Settlement; Market Resolution; No Refunds. Market outcomes, order execution, fills, cancellations, settlement, and withdrawals are determined and processed by Supported Venues, their resolution mechanisms (including third-party oracle systems), wallets, bridges, and blockchain networks. Disputes about how a market resolved must be raised through the applicable venue’s or oracle’s dispute process; Rainmaker cannot alter market resolution. To the maximum extent permitted by law, Rainmaker is not required to refund, reimburse, or make you whole for trading losses, Strategy outcomes, venue settlement outcomes, delayed or failed withdrawals, third-party errors, gas or bridging fees, slippage, or liquidity conditions. 11. Performance Information. Any performance information displayed in the Products or our marketing, including win rates, records, and returns, is historical and is not a guarantee or prediction of future results. Where performance figures are hypothetical or derived from backtesting, they are identified as such, were not achieved with real capital, and have inherent limitations: they are prepared with the benefit of hindsight, do not reflect all market conditions such as liquidity and slippage, and no representation is made that any account will or is likely to achieve profits or losses similar to those shown. 12. Taxes. We are not responsible for determining the withholding, sales, use, value added, transfer or other tax, together with any interest and penalties imposed with respect thereto, that apply to your use of our Products. Blockchain-based transactions are novel, and their tax treatment is uncertain. You agree that you are solely responsible for determining what, if any, tax applies to your transactions, including your trading profits, and to withhold, collect, report and remit the correct amounts of tax to the appropriate taxing authorities. 13. Proprietary Rights. As between you and us, we own, solely and exclusively, all right, title and interest in and to the Products and all elements thereof, including any and all graphics, images, text, files, designs, systems, methods, information, computer code, software, scripts, services, marks and branding, our models and algorithms, the selection and arrangement thereof, including all intellectual property and proprietary rights (whether registered or unregistered, in any jurisdiction) related to any of the foregoing. All rights in and to the Products not expressly granted to you under these TOS are expressly reserved. Your use of the Products does not grant to you any right, title or interest in any element thereof, and we (or our applicable licensors, partners, or affiliates) own and retain all right, title and interest (including all intellectual property and proprietary rights) therein and thereto. 14. Limited License. Subject to the restrictions and limitations set forth in these TOS, and contingent upon your ongoing compliance with these TOS, we grant you a personal, worldwide, revocable, non-exclusive, and non-assignable license to use the Products. The only purpose of this license is to allow you to use the Products solely as permitted by these TOS. 15. Prohibited Use. Any commercial distribution, publishing, use or exploitation of the Products or any element thereof (including any content, software, code, data or materials used in or available on the Products) is prohibited. As a condition of your access to and use of the Products, you agree that you will not use the Products or any element thereof for any purpose that is unlawful, commercial in nature or prohibited by these TOS. You agree to abide by all applicable local, state, national and international laws, regulations and rules and not to access or use the Products from a jurisdiction where such access or use is illegal or unauthorized. By way of example, and not limitation, you agree that you shall not: (a) use the Products for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons); (b) exploit the Products for any unauthorized commercial purpose; (c) upload or transmit viruses, worms, trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that could affect the functionality or operation of the Products; (d) attempt to or actually copy or make unauthorized use of all or any portion of the Products, including any Strategy or model, or attempt to reverse compile, reformat or frame, disassemble, or reverse engineer any part of the Products; (e) harvest or otherwise collect information from the Products for any unauthorized purpose; (f) use the Products under false or fraudulent pretenses or otherwise be deceitful; (g) interfere with other users’ access to or use of the Products; (h) interfere with or circumvent the security features of the Products or any third party’s systems, networks, or resources used in the Products; (i) evade or attempt to evade any geographic, eligibility, or access restriction, whether ours or a Supported Venue’s; (j) access the Products through automated means other than Strategies you deploy through the Application; (k) engage in any attack, hack, denial-of-service, interference, or exploit of any smart contract in connection with the use of the Products (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of these TOS, and the law); or (l) engage in any anticompetitive behavior or other misconduct. 16. Restriction of Access. We reserve the right to deny access and use privileges to anyone (and to suspend, restrict or terminate) at our sole and absolute discretion, including without limitation if we suspect that any wallet has or will be used for any fraudulent, illegal, or other unauthorized purposes, or that you are ineligible for a Supported Venue your Strategies access. Where practicable, restriction will first take the form of close-only mode (no new positions). Upon any suspension, restriction, or termination, deployment of new Strategy orders ceases; positions open at that time remain in your own wallet, will be held to settlement, and may be managed by you directly on the applicable Supported Venue. We reserve the right to refuse or revoke permission to use the Products and to remove any other privileges at any time and for any reason. 17. Third Party Websites and Services. The Products may contain links or connections to third party websites and services, including Supported Venues, wallet providers, oracles, bridges, data providers, and blockchain networks, and third party websites may link to the Products. The inclusion in the Products of any link to a third party website does not constitute an endorsement or sponsorship by us of such third party website, or the information, content, products, services, advertising, code or other materials presented on or through such third party website. Any reliance on the contents of a third party website or service is done at your own risk and is subject to their own terms and conditions. 18. User Content. The Products may provide you with the opportunity to submit, post, display, transmit or otherwise make available certain content, including shared performance or P&L cards, messages, files, data, comments, and other items. By submitting, transmitting, posting, displaying or otherwise making available any content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to exploit such content for our lawful business purposes, including to provide, promote, and improve the Products, without obligation. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein. We shall have the right, but not the obligation, to monitor any content submitted to or posted through the Products, to determine compliance with these TOS and any operating rules established by us, as well as to satisfy any requirement under law or government request. We shall have the right, but not the obligation, to edit or remove any content submitted to or posted through the Products. 19. Representations and Warranties. In addition to any representations and/or warranties set forth elsewhere in these TOS, you represent and warrant that at all relevant times: (a) neither your performance under these TOS, nor your use of the Products in accordance with the terms herein, has violated or will violate any applicable law; (b) you are of legal age, in the jurisdiction in which you reside, to enter into a binding contract (and in any event are older than eighteen (18) years of age, and meet any higher minimum age applicable to event contract trading or wagering in your jurisdiction); and (c) you have full legal authority without any further action or other party’s consent to enter into and perform this agreement and to give these representations and warranties; if you are an entity, the individual transacting on your behalf is authorized to do so and the entity is duly incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed. You also represent and warrant that at all relevant times: (i) your use of the Products is genuine and not the product of any collusive or other anti-competitive agreement and otherwise consistent with any applicable antitrust laws; (ii) you have no knowledge or reason to suspect that the funds used are connected with the proceeds of criminal activity; (iii) you are not, nor are you owned by, controlled by, or acting on behalf of, an entity or individual that is the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, or otherwise located, organized, or resident in a sanctioned jurisdiction; (iv) you will not use the Products in a way that violates any applicable law, rule, or regulation concerning the trading of securities, derivatives, or event contracts, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States; (v) you meet, and will continue to meet, all eligibility requirements of each Supported Venue on which your Strategies execute; and (vi) you are using the Products only with funds you can afford to lose. 20. Responsible Use. Trading event contracts on live sporting events is fast, speculative, and can be harmful if not approached responsibly. Deploy Strategies only with funds you can afford to lose. The Application provides tools to cap the funds available to any Strategy, and you may request self-exclusion by contacting support@rainmaker.fun, in which case we will disable Strategy deployment for your account for the period you request (minimum 30 days, irrevocable during the period). If you believe you may have a gambling problem, help is available: in the United States, call or text 1-800-GAMBLER, or visit ncpgambling.org. 21. General Release of All Claims. You do hereby irrevocably and unconditionally release, cancel, and forever discharge Rainmaker and its affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents, directors, employees, partners, members, providers, representatives, and licensors (collectively, the “Released Parties”) from any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in equity, which you may have, may have had, or may in the future obtain, arising out of or relating to any acts, omissions, agreements, or events relating in any manner to the Products, except for the right to enforce these TOS. Without limitation on the foregoing, you have been made aware of, fully understand, and expressly, knowingly, and intentionally waive any and all rights, benefits, and other protections afforded by federal or state statute or common law principles which set forth that “a general release does not extend to claims that the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the released party” and of any other analogous federal or state statute or common law principle that limits the scope of a general release. 22. Indemnification. You agree to defend, indemnify on demand and keep Rainmaker and the Released Parties indemnified, and hold them harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from (a) your use of or reliance on the Products or any services, content, functions, information, materials, or products available through the Products, (b) your placement or transmission of any transaction, message, content, information, software or other materials through the Products, including any order generated by a Strategy you deployed, (c) your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these TOS, or (d) your violation of the terms or rules of any Supported Venue. 23. Disclaimer of Warranties. The Products are provided on an “As Is” and “As Available” basis without any guarantee, representations or warranties by us. You should not take, or refrain from taking, any action based on any information contained on rainmaker.fun or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets, and videos. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource. Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We have no information about Product transactions beyond what is publicly available via the blockchain or provided by Supported Venues. Transactions may require the payment of gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network, and are non-refundable. We offer the Products as a convenience. Broadband or other internet capacity constraints, corporate firewalls and other technical problems beyond our reasonable control may create difficulties for some users including, for example, in relation to accessing the Products and in maintaining continuity of such access. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS AND ALL SERVICES, CONTENT, FUNCTIONS, INFORMATION, AND MATERIALS AVAILABLE THROUGH THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES (I) MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE APPLICATION OR ANY PRODUCTS, AND (II) HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT THERETO. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO THE APPLICATION AND PRODUCTS. THE RELEASED PARTIES FURTHER DO NOT WARRANT OR GUARANTEE THAT: (A) THE PRODUCTS OR ANY SERVICES, CONTENT, FUNCTIONS, INFORMATION, OR MATERIALS AVAILABLE THROUGH THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE QUALITY OF ANY PRODUCTS AVAILABLE WILL MEET YOUR EXPECTATIONS; (B) ANY INFORMATION PROVIDED WILL BE TIMELY, ACCURATE, RELIABLE, PRECISE, THOROUGH, CORRECT OR COMPLETE; (C) THE PRODUCTS OR ANY SERVICES, CONTENT, FUNCTIONS, OR MATERIALS AVAILABLE THROUGH THE PRODUCTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED; (E) THE PRODUCTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) ANY STRATEGY WILL ACHIEVE ANY PARTICULAR RESULT OR PERFORM CONSISTENTLY WITH ANY HISTORICAL OR HYPOTHETICAL PERFORMANCE. 24. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT, INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, TRADES, SETTLEMENTS, OR FUNDS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO (A) ANY BREACH OF THESE TOS, (B) THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS OR THE CONTENT, MATERIALS, INFORMATION, OR FUNCTIONS AVAILABLE THROUGH THE PRODUCTS, (C) YOUR PROVISION OF INFORMATION VIA THE PRODUCTS; (D) ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE PRODUCTS; (E) ANY INFORMATION POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE PRODUCTS, OR (F) LOST PROFIT, BUSINESS OR SALES, EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RELEASED PARTIES’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100.00) OR THE TOTAL FEES YOU PAID TO RAINMAKER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. 25. Acknowledgement and Acceptance of Risk. (a) Inherent Risks of Smart Contracts and Blockchain Technology. Where a transaction involves assets and activities memorialized on a blockchain, certain related activities utilize experimental smart contract and blockchain technology. You represent and warrant that you are knowledgeable, experienced and sophisticated in using blockchain technology and that you acknowledge, understand and are willing to accept the risks associated with related technological and cryptographic systems such as blockchains, smart contracts, consensus algorithms, cryptocurrencies, and decentralized or peer-to-peer networks and systems. You further acknowledge and agree that such technological and cryptographic systems may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the rules of the blockchain (i.e., “forks”), hardware, software and/or Internet connectivity failures, unauthorized third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, or forfeiture of your digital currency. You accept the inherent security risks of providing information and conducting business over the Internet and acknowledge that Rainmaker assumes no liability or responsibility for any such failures, risks, or uncertainties, nor for any communication failures, disruptions, errors, distortions or delays you may experience when using the Products, however so caused. You acknowledge that the Products are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Products. The Products may experience or be the target of sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Products. (b) Acknowledgement of the Volatility of the Valuation of Blockchain Assets. You acknowledge and agree that the prices of blockchain assets, including any asset used as trading collateral and $RAIN, are extremely volatile and unpredictable, that such assets may have no or little inherent or intrinsic value and that fluctuations in the price or markets of those or other digital assets could materially and adversely affect value. (c) Risks and Limitations of the Products. You accept and acknowledge that (i) we do and will rely on third-parties in the operation of the Products, and for support in the facilitation of transactions, the recording of any transfer in the decentralized ledger within the blockchain, and other assistance, tasks and support relating to the operation and administration of the Products; and (ii) the applicable regulatory landscape governing blockchain technologies, cryptocurrencies, prediction markets, automated trading, and other digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Products, as well as interfere with our ability to operate or improve upon the Products (or your ability to access or use the Products or applicable smart contracts). (d) No Implicit Endorsements. You acknowledge that reference on the Products to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us, and that we do not endorse or assume any responsibility for any activities of, or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties (including third party sites). (e) Acknowledgement of Responsibilities for Transaction Outcomes. You acknowledge and agree that use of the Products, including the deployment of Strategies and the trading of event contracts, may carry financial risk, and that the risk of loss may be substantial. All transaction decisions are made solely by you. By using the Products, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets and markets. You acknowledge and assume the risk of initiating, interacting with and participating in transactions via the Products, in whatever means effectuated thereby, and take full responsibility and liability for the outcome of any transaction generated by a Strategy you deployed (regardless of whether the smart contracts, the Products, other market participants or other users behave as expected or intended) and all other aspects of your use of and access to the Products. Under no circumstances will the operation of all or any portion of the Products be deemed to create a relationship that includes the provision or tendering of investment advice. (f) Prediction Market and Automated Strategy Risks. Event contracts are speculative and volatile. Prices can move rapidly during live events; liquidity may be thin; venues may halt, unwind, or resolve markets unexpectedly; and you may lose the entire amount committed to any position. Strategies rely on data feeds, models, and infrastructure that can fail or err; latency, stale data, model error, venue outages, or System Failures can produce entries, exits, or holds that a human would not have chosen. (g) Local Standards. You acknowledge that the Products and the content, materials, information, or functions available through the Products may not be appropriate for use in all locations. Persons who choose to access the Products do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. 26. Governing Law, Dispute Resolution and Class Action Waiver. (a) Governing Law. These TOS and the relationship between you and us shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and performed in Delaware by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9). (b) Dispute Resolution. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to support@rainmaker.fun describing the claim and the relief sought so that we can attempt to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty (60) days of your email, then you and we both agree to resolve the potential dispute according to the process set forth herein. Any claim or controversy arising out of or relating to the use of our Application, other Products, these TOS, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability, shall be finally and exclusively settled by arbitration under the International Centre for Dispute Resolution (ICDR), the international division of the American Arbitration Association, under its International Arbitration Rules in effect when the arbitration is commenced. Where no disclosed claim or counterclaim exceeds US $50,000 (excluding interest, fees, and costs), the ICDR International Expedited Procedures will apply. The arbitration will be conducted in English, and all documents and testimony will be submitted in English or with a certified English translation. You understand that you are required to resolve all disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to ICDR rules. The legal seat of arbitration is Los Angeles, California, and the arbitration is governed by the U.S. Federal Arbitration Act and, where applicable, the arbitration law of the State of California. To keep proceedings accessible for users located anywhere in the world, hearings will be conducted by videoconference (for example, Zoom) by default. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Either party may elect to have a dispute heard in small claims court if it qualifies for that court’s jurisdiction. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a Delaware state court located in Delaware. (c) Class Action and Jury Trial Waiver. You must bring any and all disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these TOS by sending written notice of your decision to opt-out to support@rainmaker.fun. The notice must be sent to us within thirty (30) days of agreeing to these TOS (or if this Section pertaining to arbitration is materially amended hereafter, within thirty (30) days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these TOS, and the notice must specify your name and mailing address. If twenty-five (25) or more similar demands for arbitration are filed by or with the coordination of the same or coordinated counsel, the parties agree the demands will be administered under the ICDR/AAA Supplementary Rules for Multiple Case Filings (or the ICDR’s then-current mass-filing procedures) to promote efficient and fair resolution. 27. Termination. Notwithstanding anything to the contrary set forth in these TOS, we may terminate access to all or any part of the Products at any time, and/or block or prevent future access to and use of the Products, in each case with or without cause, with or without notice and without attendant liability, effective immediately. Upon any termination, all rights and obligations of the parties hereunder shall cease and you shall immediately cease using the Products, except that (a) all obligations that accrued prior to the effective date of termination and all remedies for breach of these TOS shall survive, (b) positions open at termination remain in your own wallet, will be held to settlement, and may be managed by you directly on the applicable Supported Venue as described in Section 16, and (c) the provisions of these TOS that by their nature are intended to survive termination shall so survive. 28. Injunctive Relief. You agree that a breach of these TOS will cause irreparable injury to Rainmaker for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. You are not entitled to seek equitable relief. 29. Severability. Wherever possible, each provision of these TOS shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these TOS shall be prohibited by or invalid under applicable law, such provision shall be deemed modified to the extent necessary to make it enforceable under applicable law. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of these TOS, but these TOS shall be construed as if such unenforceable provision had never been contained herein. 30. Assignment. We have the unrestricted right to assign these TOS, and/or any of the rights granted hereunder, in whole or in part, to any entity as we may determine from time to time in our sole discretion. You may not assign these TOS. 31. Miscellaneous. We both agree: (a) these TOS incorporate the applicable Privacy Policy, the Fee Schedule, [the Coverage Terms] and any other terms applying to your use of the Products by reference; (b) captions are inserted for reference and convenience only and in no way define, limit, or describe the scope of these TOS or intent of any provision; (c) a waiver by us of any term or condition of these TOS in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof; (d) these TOS shall not give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted by us in writing to such third party; (e) these TOS contain our entire understanding relating to the subject matter hereof; (f) these TOS cannot be changed except by written agreement signed by us; (g) we may from time to time in the future offer additional products, and such additional products shall be considered Products as used herein, regardless of whether such product is specifically defined in these TOS; (h) we reserve the following rights, which do not constitute obligations of ours: (i) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (ii) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products; (i) we shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, power or internet failures, blockchain network failures or congestion, or acts or omissions of Supported Venues or other third parties; and (j) you consent to receive all communications, agreements, and notices from us electronically, through the Application or at any contact information you provide, and such electronic communications satisfy any legal requirement that a communication be in writing. 32. Further Inquiries. You may direct questions about these TOS, or other issues, to: Rainmaker Fun Inc. [Registered address] support@rainmaker.fun Last Modified: [DATE]