Terms of Service

1. The Service

1.1 What we provide. Rain.club, the Rainmakers community and related tools, content and services (the "Service") include:

• (a) education, including training, curriculum, templates, scripts and live group coaching about CRE finance;
• (b) software, including Rainmakers OS tools such as the deal pipeline, AI underwriting, property and owner research and the document vault;
• (c) community, including live calls and online groups;
• (d) the optional referral programs described in Section 5.

1.2 What we do not do for you. We are an education, software and community company. Unless you sign a separate written engagement with a licensed firm, we are not your lender, mortgage broker, real estate broker, investment adviser, attorney, accountant or fiduciary.

Nothing in the Service is legal, tax, investment, lending or financial advice. Financing services offered by any affiliated firm (such as Hardwell Capital, LLC) are provided by that firm under its own agreements, not under these Terms.

1.3 Changes to the Service. We may add, change or remove features, content, call schedules or tools. If we materially reduce what you paid for during a prepaid monthly or annual membership term, we will provide a reasonable substitute or a prorated credit for the affected portion. Lifetime access is covered by Section 7.1.

2. Earnings & Results Disclaimer

Rainmakers is an education, software and community company. We teach how commercial real estate financing works and give you tools and coaching. We do not guarantee any particular income, fees, deals or results, and you should not expect them.

2.1 No earnings guarantee. We do not promise or guarantee that you will:

• find deals or receive leads;
• obtain a loan approval or closing;
• earn a referral fee, broker fee, commission or any income;
• earn back what you paid for any program or membership.

2.2 Examples are not typical. These are examples of what is possible, not what is typical or expected:

• fee math (for example, "1–2% of a $2 million loan is $20,000–$40,000");
• deal sizes;
• member stories, including members who closed deals or earned fees;
• any other results we share on webinars, calls, ads, social media or our website.

The results of members we feature are exceptional. Most people who buy education programs, including ours, earn little or no money from them.

2.3 Your results depend on you and on factors we do not control. These include:

• your effort, skills, experience, time, network and capital sources;
• credit markets and interest rates;
• lender requirements;
• borrowers' situations;
• deal quality and timing.

Many deals never close, and fees are generally paid only if a deal closes.

2.4 Risk. Commercial real estate and lending markets carry risk. Loans may not be approved or close. Building a business takes time, effort and money, and it can fail.

2.5 Not a business opportunity. We sell education, coaching, community access and software. We do not sell a franchise, business opportunity or investment. We do not promise to provide you with leads, customers, accounts or locations, or to buy anything you produce.

2.6 Our guarantee is not an income guarantee. The 30-Day Lender-Ready Guarantee, where offered, covers getting a qualified deal in front of lenders. It does not cover a loan approval, a closing, a fee or income.

2.7 Testimonials. Member statements reflect their own experiences. Where a member was paid, or earns referral fees or commissions from us, we will say so.

2.8 Forward-looking statements. Any statements about future results are opinions, not promises.

3. Eligibility, Accounts and Business Purpose

3.1 Eligibility. You must be at least 18 years old and able to form a binding contract.

3.2 Business purpose. You are using the Service for business or professional purposes, to learn and work in CRE finance, and not for personal, family or household purposes. This does not remove any right the law gives you that cannot be waived.

3.3 Your account. Keep your account information accurate and your login private. Each account is for one person, or for the team seats included in your plan. Do not share logins, call links or paid content. You are responsible for activity under your account.

4. Your Legal Responsibilities

4.1 Licensing. Laws on arranging, brokering or referring commercial loans, and on being paid for it, differ by state and country. You alone are responsible for determining and holding any license your activities require and for complying with all laws that apply to you. Nothing we teach means you do not need a license.

4.2 Outreach laws. If you use the Service, including owner and contact data, to call, text, email or otherwise contact anyone, you must follow all applicable laws. These include:

• the Telephone Consumer Protection Act (TCPA);
• the National Do Not Call Registry rules;
• state telemarketing laws;
• the CAN-SPAM Act;
• state privacy laws.

Do not use autodialers, prerecorded messages or automated texts to cell phones without the consent the law requires.

4.3 Data use. Property, ownership, debt and contact data in the Service comes from public records and third-party sources and may be incomplete or wrong. Use it only for lawful CRE business purposes. Do not:

• use it to decide anyone's eligibility for credit, insurance, employment or housing;
• resell or bulk-export it;
• use it to harass anyone.

4.4 Honest dealing. Do not misrepresent who you are, your experience, your licensing or your relationship with us. You may not state or imply that you work for, represent or can bind CRE Media or Hardwell Capital, LLC.

4.5 No loan origination for us. You do not originate loans, negotiate loan terms or collect fees on behalf of CRE Media or any affiliate.

5. Referral Programs (Optional)

5.1 Two separate programs.

• (a) Deal Referral Program. You may refer a prospective borrower to us for possible financing through CRE Media or an affiliated or third-party firm that arranges the transaction (the "Arranging Firm"). If the transaction closes and the fee is collected, you may earn a Referral Fee under this Section.
• (b) Member Affiliate Program. You may refer new members to Rainmakers and earn commissions under our separate Affiliate Program Terms.

5.2 Your own deals are yours. If you work a deal yourself, directly with a borrower and lenders and without referring it to us, that is your independent business. You are responsible for it, including licensing, compliance and your own agreements. We are not a party to it and do not share in it, and it is not a referral under this Section.

5.3 Definitions.

• "Origination Fee" means the gross fee actually received in cleared funds by CRE Media or the Arranging Firm for arranging the referred transaction, less any amounts refunded, reversed or paid to co-brokers.
• "Referral Fee" means a fee CRE Media pays you solely for introducing a prospective borrower. It is not a split of the Origination Fee, and it creates no partnership, co-brokerage, joint venture or employment.
• "Member-Sourced Referral" means a prospect you independently find and introduce to us.
• "Company-Sourced Opportunity" means a prospect or appointment we choose to share with you.

We have no obligation to provide leads, appointments, customers or opportunities. Any we share are at our discretion and are not part of any membership or program you buy.

5.4 Referral Fee amounts. For a Closed Deal from a referral registered to you, CRE Media will pay:

• (a) for a Member-Sourced Referral, fifty percent (50%) of the Origination Fee;
• (b) for a Company-Sourced Opportunity, twenty percent (20%) of the Origination Fee.

The percentage in effect when your referral is registered applies to that referral. We may change percentages for future referrals with 30 days' notice.

5.5 Requirements. A Referral Fee is owed only if all of the following are true:

• (a) you were a Paid Member in good standing when you registered the referral;
• (b) the referral was registered to you in our system before the prospect was otherwise known to us, and we accepted it;
• (c) the transaction became a Closed Deal within 12 months after registration;
• (d) you complied with these Terms and the law, including Section 4;
• (e) paying you is lawful where you and the transaction are located and does not require a license you do not hold (we may ask for proof of licensure, and we will not pay where payment is prohibited);
• (f) you completed our payout requirements, including identity verification and tax forms.

5.6 After your membership ends. If you registered a referral while a Paid Member in good standing, you remain eligible for that referral's Referral Fee if the deal closes within 12 months after your membership ends. This does not apply if we ended your membership because you breached these Terms.

5.7 Closed Deal. A "Closed Deal" occurs only when all of the following are true:

• (a) a fully executed engagement letter or equivalent with the Arranging Firm is on file;
• (b) the transaction has closed and funded;
• (c) the Origination Fee has been received in cleared funds that are not subject to recall, reversal or dispute;
• (d) authorized personnel have marked the deal "Closed" in our system.

Pending, anticipated, invoiced or promised fees do not qualify.

5.8 Payment timing. We pay Referral Fees within 30 days after the Closed Deal date, using the payout method on file.

5.9 Adjustments and clawbacks. If any part of an Origination Fee is later refunded, disputed, reversed or uncollected, your Referral Fee is reduced proportionally. You agree to repay any excess within 30 days of our written request, and we may offset it against amounts we owe you.

6. Payments, Renewals, Cancellations and Refunds

6.1 Prices. Prices, billing frequency and what is included are shown at checkout. Taxes may apply.

6.2 Payment processing. Some purchases, including coaching program purchases, are processed by our payment partner Commas (FanBasis, Inc.), which acts as the merchant of record for those transactions. Your card statement may show "FANBASIS," "FANBASIS.COM" or "COMMAS." Commas's buyer terms also apply to those payments.

Other purchases, such as monthly memberships, may be processed by other providers, such as Stripe or Whop, as shown at checkout. Those charges may appear as "RAINMAKERS OS."

6.3 Memberships and subscriptions. Monthly memberships renew automatically each month at the price shown at checkout until you cancel. You authorize us and our payment partners to charge your payment method each billing period.

You can cancel anytime from your dashboard in one click, or by emailing support@rain.club. Cancellation stops future charges, and you keep access through the end of the period you have paid for. We do not give refunds or credits for partial periods, except as stated in the Refund Policy.

6.4 Free trials. If an offer includes a free trial that converts to a paid plan, then before you accept it we will show the price, the date of the first charge and how to cancel, and we will ask for your express consent to the recurring charge. We will then:

• send you a confirmation;
• remind you at least 7 days before the first charge;
• let you cancel online anytime before the trial ends.

6.5 Price changes. We will give you at least 30 days' notice before changing the price of an existing subscription. If you do not want the new price, cancel before it takes effect.

6.6 Payment plans and financing. If you choose a payment plan, you agree to pay every installment on schedule, and the full program price is owed even if you stop participating. If an installment fails, we may pause your access until you are current. Financing or buy-now-pay-later offered at checkout is provided by third-party lenders under their own agreements, which govern your repayment obligations.

6.7 All sales are final. Program fees are fully earned when paid and are non-refundable. That includes if you stop participating, do not use the program, change your mind or do not get the results you hoped for. The only exceptions are the billing errors described in the Refund Policy, which is part of these Terms, and refunds the law requires.

6.8 Billing problems and payment disputes. If you see a charge you do not recognize or believe is wrong, contact us first at support@rain.club. We respond within one business day and fix billing errors promptly. You keep every right you have with your bank or card issuer.

If you dispute a charge:

• we and our payment partners may give your bank or card issuer records of your purchase, your acceptance of these Terms and the Policies, and your use of the Service;
• we may pause your access while the dispute is open;
• if the dispute is decided in our favor, or if you dispute a charge you authorized for services you received, any amount still owed remains due, and we may pursue collection as permitted by law.

7. Programs, Lifetime Access and Guarantees

7.1 Lifetime access. If your purchase includes lifetime access, such as the Rainmakers Coaching Program, you have access to that program's coaching curriculum, live group coaching calls and community for your lifetime, as long as your account is in good standing.

• Lifetime access is personal to you. It cannot be transferred or shared.
• Programs evolve. We may update content, coaches, call schedules, tools and formats over time.
• If we ever discontinue a program entirely, we will give you at least 30 days' notice before access to it ends.

7.2 Software. Rainmakers OS software is included only for the period stated at checkout: 30 days for the Rainmakers Coaching Program, starting at onboarding. After that, the software continues only if you choose a paid software plan (currently $299 per month). We will not charge you for it unless you separately choose that plan.

7.3 What is included. What a program includes is described on the checkout or order page. Coaching is group-based unless the order page says otherwise.

7.4 Guarantees. The only guarantee we make is the 30-Day Lender-Ready Guarantee in Section 4 of the Refund Policy, for programs that include it. Any guarantee is limited to its written terms, conditions and remedy. A guarantee is never a promise of a loan approval, a closing, a fee or income.

No other statement made on a webinar, call, ad, message or post creates a guarantee unless it is in writing and signed by an authorized officer of CRE Media.

8. Live Calls, Recordings and Community Rules

8.1 Recording. Live calls and sessions may be recorded. By attending, you consent to the recording of your name, voice, image and anything you share. You also consent to our sharing those recordings with members and using them for internal training and quality. We will not use your name, image or story in advertising, including as a testimonial, without your separate written permission.

8.2 Confidentiality. Deals, borrower information and personal details that other members share are confidential. Use them only within the community to give feedback. Do not contact a member's borrower, lender or deal counterparty about a deal you learned of in the community without that member's permission.

8.3 Community conduct. Be professional. Do not:

• harass, threaten, discriminate against, spam or solicit members for unrelated paid programs;
• record calls yourself;
• copy, share, re-teach or resell our content;
• set up splinter groups or paid programs using our materials.

8.4 Testimonials. Any testimonial you give us must reflect your honest experience. We may ask for documentation before we publish results, and we will disclose any material connection, such as referral fees or commissions.

9. Accounts & Communications

9.1 Communications. You consent to receive communications relevant to your account, membership, purchases or the Service, including by email and in-app messages.

9.2 SMS / Mobile Messaging Terms. If you opt in by checking the SMS consent box on one of our forms, or you initiate contact with us via call or text, you may receive text messages from CRE Media III, LLC (dba Rainmakers OS) at the number provided. Providing a phone number without checking the consent box does not opt you in to automated text messages.

• Message and data rates may apply.
• Message frequency varies based on account activity (up to 10 messages per month for our automated SMS program; conversational reply-only for inbound sales inquiries).
• Reply HELP at any time to receive support information, including how to contact us.
• Reply STOP at any time to opt out. After replying STOP, you will receive a one-time confirmation and no further messages.
• Carriers are not liable for delayed or undelivered messages.
• Supported on all major U.S. carriers.
• For support, contact support@rain.club.

We do not sell, rent, or share your phone number or SMS opt-in data with third parties or affiliates for their marketing purposes.

The full standalone version of these terms, including opt-in methods, eligibility, and how to re-subscribe after opting out, is available at rain.club/sms-terms.

10. Intellectual Property

10.1 Ownership. The Service and all content, software, curriculum, templates, scripts, recordings, data compilations, trademarks and branding are owned by CRE Media III, LLC or its licensors.

10.2 Your license. While your access is active and you are in good standing, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the Service and its content for your own business. You may not copy, distribute, resell, scrape, reverse engineer or create derivative courses or products from it.

10.3 Your content. You keep ownership of the deal documents and content you upload. You give us a license to host, process and display that content to operate the Service, and to use de-identified, aggregated data to improve the Service.

10.4 Feedback. If you send us ideas or suggestions, we may use them without obligation to you.

11. Non-circumvention

11.1 Protected Relationships. A "Protected Relationship" is a lender, capital provider, borrower or partner that CRE Media or an affiliate specifically introduces to you by name in writing, including in a shared deal thread.

11.2 Your commitment. For 24 months after an introduction, you will not use a Protected Relationship to complete a transaction that bypasses us on a deal you referred to us or that we introduced, without our written consent. If you do, you will pay us the fee we would have received.

11.3 What this does not restrict. This Section does not restrict:

• (a) relationships you had before we introduced them;
• (b) lenders or contacts you find yourself, including through public sources or general lender lists or data in the software;
• (c) your own deals under Section 5.2.

12. Third-party Services

The Service may integrate with or link to third-party services such as payment processors, financing providers, Discord, Zoom and data providers. Their terms govern your use of them, and we are not responsible for them.

13. AI and Data Disclaimer

AI underwriting, scoring, document parsing, research results and other automated outputs can be incomplete or wrong. They are tools to support your own analysis, not advice and not a lender's decision. Verify all information before relying on it or sharing it with lenders, borrowers or anyone else.

14. Suspension, Removal and Termination

14.1 By you. You may cancel a membership anytime under Section 6.3. You may stop using a program at any time, but all sales are final.

14.2 Our right to remove users. We may suspend, limit or permanently remove your access to the Service, including any lifetime access, at any time and for any reason whatsoever, at our sole discretion. Reasons include, but are not limited to:

• breaking these Terms or our community rules;
• disruptive or abusive behavior;
• sharing logins or paid content;
• misusing data;
• fraud or failing to pay;
• misrepresenting your relationship with us;
• disputing a charge for a purchase you authorized.

14.3 Refunds on removal. If we remove you because you broke these Terms or our rules, you will not receive a refund, and any amount you owe remains due. If we remove you when you have not broken these Terms or our rules, we will refund:

• for a program, a prorated portion of the program fee you paid, based on 36 months from your purchase date (no refund is due after 36 months);
• for a membership, the unused part of your current billing period.

14.4 Survival. Sections 2, 5.9, 6.6, 6.8, 8.2, 10, 11, 13 and 15 through 19 survive termination.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DATA IS ACCURATE. Some jurisdictions do not allow these exclusions, so some of them may not apply to you.

16. Limitation of Liability

16.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CRE MEDIA NOR ITS AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DEALS, LOST FEES OR COMMISSIONS, OR LOSS OF DATA OR GOODWILL, ARISING FROM THE SERVICE OR THESE TERMS.

16.2 Cap. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100.

16.3 Exceptions. These limits do not apply to liability that cannot be limited under applicable law.

17. Indemnification

You will defend, indemnify and hold harmless CRE Media III, LLC, Hardwell Capital, LLC and their affiliates, owners, officers, employees and agents from third-party claims, losses and costs, including reasonable attorneys' fees, arising from:

• (a) your activities, marketing, outreach and communications, including calls and texts;
• (b) your deals and dealings with borrowers, lenders or others;
• (c) your violation of law, including licensing, TCPA and privacy laws;
• (d) your breach of these Terms.

18. Dispute Resolution — Arbitration (Please Read)

18.1 Talk to us first. Before filing a claim, the party with the claim must send the other a written notice describing the claim and the relief requested: to us at support@rain.club and our mailing address, and to you at your account email. Both parties will try in good faith to resolve it within 30 days.

18.2 Binding individual arbitration. If the dispute is not resolved, any dispute arising out of or relating to these Terms, the Policies or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA"). The AAA's Consumer Arbitration Rules apply where they apply; otherwise its Commercial Arbitration Rules apply.

The Federal Arbitration Act governs this Section. The arbitrator decides questions of arbitrability, scope and enforceability, except that a court decides the validity of Sections 18.4 and 18.5. Hearings may take place by video, in the county where you live, or in New Castle County, Delaware.

18.3 Exceptions. Either party may:

• (a) bring an individual claim in small-claims court if it qualifies, including a claim for unpaid amounts;
• (b) seek relief in court to stop infringement or misuse of intellectual property or confidential information.

18.4 No class actions or jury trials. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. You and we each waive the right to a jury trial.

18.5 Mass arbitration. If 25 or more similar claims are filed by or with the assistance of the same counsel or coordinated group, they will be administered in batches of up to 25 claims, with one arbitrator per batch. The remaining claims will be held until earlier batches are resolved, to the extent the AAA rules permit.

18.6 Fees. Filing, administrative and arbitrator fees are paid as the AAA rules provide. Each party pays its own attorneys' fees, unless the arbitrator awards fees under applicable law.

18.7 30-day opt-out. You may opt out of this arbitration agreement by emailing support@rain.club within 30 days after you first accept these Terms. Use the subject "Arbitration Opt-Out" and include your name and your account email. Opting out does not affect the rest of these Terms.

18.8 Time limit. To the extent permitted by law, any claim must be brought within one year after it arises.

19. Governing Law and General Terms

19.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, except where the law of your state requires otherwise.

19.2 Venue. Subject to Section 18, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction.

19.3 Changes to these Terms. We may update these Terms. For material changes, we will post the new version with a new effective date. We will notify active members by email or in-app at least 30 days before the change takes effect, unless a shorter period is required by law.

Changes apply going forward only. They do not change the terms of purchases already made, including lifetime access you have already bought, and they do not apply to disputes or claims that arose before the change. If you do not agree, cancel before the change takes effect; continuing to use the Service after that date means you accept the change. We keep prior versions on file.

19.4 Electronic communications and signatures. We may provide notices, agreements and records electronically. Your electronic acceptance, by checkbox, click or typed name, is your signature.

19.5 Entire agreement and order of precedence. These Terms and the Policies are the entire agreement between you and us about the Service. If they conflict, the Refund Policy controls on refunds, cancellations and the 30-Day Lender-Ready Guarantee, and these Terms control on everything else.

19.6 Severability, waiver and assignment. If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver. You may not assign these Terms; we may assign them to an affiliate or successor.

19.7 Force majeure. We are not responsible for delays or failures caused by events beyond our reasonable control.

19.8 Independent parties. You are an independent contractor and not an employee, agent, partner or representative of CRE Media III, LLC or Hardwell Capital, LLC. Nothing in these Terms creates an employment, agency, partnership or joint venture relationship, and you may not bind CRE Media.

20. Contact

CRE Media III, LLC (dba Rainmakers OS) · support@rain.club · +1 (786) 567-5372 · 8 The Green, Suite A, Dover, DE 19901