Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between you ("you," "member," or "Rainmaker") and CRE Media III, LLC, a Delaware limited liability company ("CRE Media," "we," "our").

By accessing or using Rain.club, the Rainmakers community, or any related tools, content, systems, or services (collectively, the "Service"), you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

1. OVERVIEW OF THE SERVICE

1.1 The Rainclub/Rainmakers Platform

Rain.club is an online education, referral, community, and tools platform focused on commercial real estate capital markets. Through the Service, users ("Rainmakers") may:

• Access educational materials, videos, templates, tools, and systems;
• Learn about commercial real estate lending and capital markets;
• Participate in community discussions, calls, and programs;
• Refer prospective borrowers and opportunities to CRE Media for potential financing consideration.

1.2 No Guarantee of Deals or Earnings

CRE Media does not guarantee:

• That you will receive leads, referrals, appointments, or opportunities;
• That any referral will be accepted, underwritten, or closed;
• That you will earn any referral fee or income.

Any earnings examples are illustrative only.

1.3 Ownership & Rights

All rights, title, and interest in:

• The Rain.club platform
• Rainmakers brand and community
• All software, dashboards, tools, scripts, templates, training, and materials
• All lender, borrower, investor, or client relationships connected to CRE Media or Hardwell Capital

are owned exclusively by CRE Media III, LLC.

You receive no ownership or rights to any entity, client, relationship, or intellectual property.

2. ELIGIBILITY & RELATIONSHIP

2.1 Eligibility

You affirm that:

• You are at least 18;
• You have the authority to enter this agreement; and
• Your use of the Service complies with all applicable laws and licensing rules in your jurisdiction.

2.2 Independent Contractor Status

You are an independent contractor, not an employee, agent, partner, or representative of CRE Media III, LLC or Hardwell Capital, LLC. You may not bind CRE Media to any obligations.

2.3 No Affiliation With Hardwell Capital as Employer

Rainmakers are not employees or representatives of Hardwell Capital, LLC or CRE Media III, LLC.

You participate solely as an independent referral source.

3. MEMBERSHIP & REFERRAL FEES

3.1 Free Members

Free members:

• Receive limited platform access;
• Are not eligible for referral fees, commissions, bonuses, or compensation.

3.2 Paid Members ("Paid Rainmakers")

Paid Members in good standing may be eligible to receive Referral Fees for qualifying closed transactions.

Paid membership creates eligibility, not entitlement.

3.3 Definitions

Origination Fee

The total gross fee earned and received by CRE Media III, LLC (or affiliates including Hardwell Capital, LLC) for arranging or brokering a commercial real estate transaction.

Rainmakers have no ownership or share of any Origination Fee.

Referral Fee

A discretionary payment made by CRE Media III, LLC solely for referring a prospective borrower that results in a closed transaction. A Referral Fee:

• Is for referral only
• Is not a fee split
• Creates no partnership, co-brokerage, or joint venture

Rainmaker-Sourced Referral

A prospect you independently generate and introduce to CRE Media.

Company-Sourced Referral

A prospect generated by CRE Media (or its systems, marketing, affiliates, or call centers) and provided to you.

3.4 Referral Fee Structure

A. Rainmaker-Sourced Referrals — 50% Referral Fee

If:

• You are a Paid Member in good standing
• You refer a borrower independently
• The referral closes
• CRE Media actually receives the Origination Fee

Then:

CRE Media will pay you a Referral Fee equal to fifty percent (50%) of the Origination Fee amount.

This is a referral fee only, not a share of the Origination Fee itself.

B. Company-Sourced Referrals — 20% Referral Fee

If CRE Media provides the lead/appointment and it closes:

CRE Media will pay you a Referral Fee equal to twenty percent (20%) of the Origination Fee amount.

Again, this is referral-only, not a fee split.

3.5 Requirements to Earn a Referral Fee

No Referral Fee is owed unless ALL are true:

• You are a Paid Member in good standing at referral, closing, and payment.
• The referral is credited to you within internal CRM records.
• The transaction is a Closed Deal and CRE Media receives the Origination Fee in cleared funds.
• You did not violate any Terms or compliance rules.
• You did not perform any activity requiring a license you do not possess.
• You completed all KYC, tax, and payout requirements.

If the fee is not collected by CRE Media, no Referral Fee is owed.

3.6 Definition of a "Closed Deal"

A "Closed Deal" has occurred only when all of the following conditions have been met:

Executed Letter of Engagement

A fully executed Letter of Engagement (or equivalent approval or term sheet acknowledgment) issued by CRE Media III, LLC or any of its affiliates is on file and recorded in the internal systems of CRE Media III, LLC.

Funds Received by CRE Media III, LLC

The Origination Fee or other relevant compensation has been received in cleared funds into a bank account owned and controlled by CRE Media III, LLC.

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

Payment Sent by Lender or Investor

The lender, capital provider, or investor has actually disbursed the Origination Fee or other compensation to CRE Media III, LLC.

Funds must have fully settled and not be subject to recall, reversal, or dispute.

Deal Marked Closed in Rain.club System

The transaction has been formally marked as "Closed" in the Rain.club internal deal management system by authorized CRE Media personnel.

A deal is not considered closed—and no Referral Fee is earned—until every one of the above requirements has been fully satisfied.

3.7 Adjustments & Chargebacks

If any portion of the Origination Fee is refunded, disputed, reversed, or uncollected:

• Your Referral Fee will be reduced proportionally;
• CRE Media may claw back any excess payments previously made to you.

3.8 CRE Media Discretion

CRE Media may modify Referral Fee structures, adjust percentages, or enter separate written agreements at its sole discretion.

4. LEGAL COMPLIANCE & LICENSING

Rainmakers are fully responsible for:

• Understanding and complying with all laws, licensing, and regulations governing their conduct;
• Any required mortgage, lending, real estate, or commercial licensing;
• Ensuring referral compensation is legally permissible in their jurisdiction.

CRE Media does not provide legal, tax, or compliance advice.

Rainmakers do not originate loans or negotiate loan terms.

5. RISK, LIABILITY & INDEMNIFICATION

5.1 Rainmaker Liability

You bear all legal and regulatory risk associated with your activities, marketing, content, statements, outreach, and communications.

5.2 Indemnification

You agree to indemnify and hold harmless:

• CRE Media III, LLC
• Hardwell Capital, LLC
• Their owners, officers, employees, agents, and affiliates

from any claims arising from:

• Your actions
• Your marketing
• Your statements
• Your violations of law
• Your breach of these Terms
• Disputes with borrowers or third parties

6. INTELLECTUAL PROPERTY & NON-CIRCUMVENTION

6.1 Ownership

All content, technology, tools, scripts, templates, videos, dashboards, and branding are owned by CRE Media III, LLC and may not be copied or distributed.

6.2 Non-Circumvention

You agree not to bypass CRE Media by working directly with:

• Borrowers
• Lenders
• Investors
• Partners

introduced through Rain.club or CRE Media.

All such relationships belong exclusively to CRE Media III, LLC.

7. ACCOUNTS & COMMUNICATIONS

You must maintain accurate account information and protect your credentials. You consent to receive communications relevant to your account, membership, or the Service.

8. FEES, PAYMENTS & NO-REFUND POLICY

8.1 Payment Terms

All fees are due immediately and fully earned upon receipt.

8.2 ABSOLUTE NO-REFUND POLICY

ALL PAYMENTS MADE TO CRE MEDIA III, LLC ARE 100% NON-REFUNDABLE, WITHOUT EXCEPTION.

This applies to:

• Memberships
• Subscriptions
• Upgrades or downgrades
• Training
• Digital content
• Scripts, templates, tools
• Community access
• One-time fees
• Accidental purchases
• Duplicate purchases
• Unused time periods
• Dissatisfaction with content or results
• Purchases by third parties using your card

You expressly agree that:

• No refunds, credits, or prorated refunds will be issued under any circumstance.
• There is no cooling-off period.
• Digital access is deemed fully delivered upon payment.

8.3 Chargebacks Prohibited

You agree not to initiate a chargeback or payment dispute.

If you file a chargeback:

• Your account will be terminated
• CRE Media may pursue legal action
• You will be liable for fees, damages, and attorneys' costs
• CRE Media will submit full evidence of non-refundable acknowledgment to the bank.

8.4 Cancellation of Future Billing

You may cancel future billing by emailing support@rain.club.

Past charges remain non-refundable.

9. PROHIBITED CONDUCT

You may not:

• Break any law
• Mislead prospects
• Offer unlicensed advice
• Misrepresent affiliation with CRE Media
• Interfere with the platform
• Harass or abuse users
• Distribute proprietary content

10. DISCLAIMERS

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES. CRE MEDIA DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. LIMITATION OF LIABILITY

CRE Media's total liability shall not exceed the greater of:

• The fees you paid in the last 12 months, or
• $100 USD.

12. GOVERNING LAW & ARBITRATION (DELAWARE)

12.1 Governing Law

These Terms are governed exclusively by the laws of the State of Delaware, without regard to its conflict-of-law rules.

12.2 Mandatory Individual Arbitration

All disputes shall be resolved by binding individual arbitration administered by the AAA.

No class actions, no jury trials, no group claims.

12.3 Venue

The exclusive venue for arbitration and any permitted legal proceedings is:

New Castle County, Delaware

12.4 Injunctive Relief

CRE Media may seek injunctive relief in the Delaware Court of Chancery.

12.5 Attorneys' Fees

If CRE Media prevails in any dispute, you agree to pay all attorneys' fees, arbitration fees, and enforcement costs.

13. MODIFICATIONS

CRE Media may modify these Terms at any time. Continued use constitutes acceptance.

14. CONTACT

For support or questions:

support@rain.club

End of Terms of Service