This Rainforest Platform Agreement (“Agreement”), effective as of the date of final signature above (“Effective Date”), is entered into by and between Rainforest Pay, Inc., a Delaware Corporation (“Rainforest”) and the Platform entity listed above (“Platform”), each a Party and collectively the “Parties” to this Agreement.

 

Background:

A. Rainforest enables software platforms to embed payment processing services via its Payments-as-a-Service offering, which includes (a) credit card, debit card, ACH, and other payment processing services; (b) payouts; (c) merchant onboarding, underwriting, and ongoing monitoring; (d) Platform-facing developer-documentation and technology such as APIs, portals, and embeddable web components; (e) Merchant billing; and (f) other services, as may be offered from time-to-time (collectively the “Services”).

B. Platform wishes to offer embedded payment processing and/or payouts to its customers (“Merchants”) and is outsourcing certain functions to Rainforest.

Rainforest will charge Platform the fees as described in Section 2.1 (“Rainforest Fees”). Platform may mark‑up the Rainforest Fees when setting the fee schedule Rainforest charges Merchants on behalf of the Platform (“Merchant Fees”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. “THE RAINFOREST DIFFERENCE”

1.1. No Exclusivity. This Agreement is non-exclusive to both Parties.

1.2. No Minimum, Monthly, or Termination Fees. Rainforest does not charge any minimum fees, termination fees, or static monthly fees that do not relate to Platform’s actual usage of Rainforest’s service.

1.3. Merchant Portability. Platform may transfer Merchants away from Rainforest to another payment processor at any time, without restriction.

1.4. Outsourced Management of Merchant Losses. In the normal course of business, Rainforest shall manage on Platform’s behalf Merchant losses associated with Merchants’ transaction processing, meaning specifically chargebacks or the imposition of fines and/or penalties imposed by a Payment Network due to a merchant’s processing activity.  Rainforest will look to the Merchant at issue to satisfy liabilities associated with that Merchant’s processing activity, but will not seek to collect those amounts from Platform unless (a) the losses arose from Platform’s, Platform employees’, or Platform’s subcontractors’ gross negligence, willful misconduct, fraudulent activity, breach of this Agreement, failure to secure Rainforest API Keys, or unauthorized failure to adhere to a Rainforest’s written policies and procedures  applicable to Platform operation; or (b) such liabilities are directly assessed against Platform by a federal, state, or local law enforcement or regulators, or through any dispute resolution process, including litigation or arbitration.

1.5. Flexible Term; Termination for Convenience. This Agreement will begin on the Effective Date and will continue until terminated by either Party, at any time, with written notice (the “Term”). Rainforest will use commercially reasonable efforts to provide at least six (6) months’ notice, to the extent allowed by Applicable Laws, Operating Rules and without creating undue financial, reputational, or other business risks for Rainforest.  This Agreement will automatically terminate if Platform has not processed any transactions for more than six (6) months. Upon termination for any reason, Rainforest will immediately cease all services and stop remitting Merchant Fees to Platform.

1.6. Platform Data Ownership and Portability. To the greatest extent allowed by Applicable Law and Operating Rules, the Platform retains ownership of all Merchant data, while granting Rainforest limited right to use the data to perform the Services. At any time during the Term and upon request by Platform, Rainforest will export Merchant data and payment method data to Platform or Platform’s designee. Recipients of an export must sign a release related to such data export, demonstrate reasonable security and compliance procedures, and, if receiving de-tokenized card data, present evidence of compliance with all Security Standards (including, without limitation, PCI-DSS), Applicable Laws, and Operating Rules. Rainforest reserves the right to charge Platform a fee if a Platform requests a data export more than once per quarter.

 

2. FEES AND TAXES

2.1. Rainforest Fees. Rainforest will charge Platform according to the fees listed in the pricing sheet above (“Rainforest Fees”). All Rainforest Fees are non-refundable, unless otherwise specified. Rainforest Fees may be amended with ninety (90) days’ notice to the Platform, however any fee increases (outside of Passthrough Fees) will be capped at the greater of the consumer price index or five percent (5%) within in any twelve-month period. The one exception to the foregoing rule is the Risk Management Fee, which Rainforest may change at any time to account for increased costs or exposure to Rainforest based on the actual performance of one or more of Platform’s Merchants. Rainforest will provide written notice to you of any change in the Risk Management Fee. Changes in the Risk Management Fee will be applied prospectively from when the change is implemented, and not retrospectively.

2.2. New Services.  Rainforest may introduce additional services while this Agreement is in effect which are not included in the pricing sheet above.  If Platform chooses to use the new services, Platform will be charged the then-current rate for those services.  Prices for new services introduced after this Agreement goes into effect may be modified as described in Section 2.1 (“Rainforest Fees”).

2.3. Taxes. All Rainforest Fees payable under this Agreement are exclusive of taxes. Platform shall at all times be solely responsible for the calculation and remittance of its own taxes, including, but not limited to sales, use, regulatory, personal property, value added, excise, customs fees or other taxes and duties imposed with respect to all Services under this Agreement.

3. PLATFORM RESPONSIBILITIES

3.1. Customer Agreement.  Platform will, at all times while processing payments through Rainforest, maintain its own primary customer agreement with Merchants. Such agreement must (a) accurately explain the services offered, including the role of all parties; (b) clearly and accurately describe all fees that Platform is charging; (c) allow relevant Merchant data and payment method data to be shared with Rainforest, as well as exported to Platform or Platform’s designee at any time; and (d) require Merchant to agree to Rainforest’s Processing Terms and Conditions, including the right for Rainforest to amend the terms at any time on notice.

3.2. Merchant Fees.  Platform is responsible for setting Merchant Fees via the Rainforest portal or API. IF PLATFORM SETS MERCHANT FEES BELOW THE RAINFOREST FEES OR FAILS TO SET A FEE, THUS RESULTING IN A NET COST TO PLATFORM (“BELOW-COST MERCHANT PRICING”), PLATFORM WILL STILL BE RESPONSIBLE FOR PAYING ALL RAINFOREST FEES.

3.3. Customer Service; Information Collection. Platform agrees to provide support to Merchants and, as appropriate, their Merchant’s customers. In the normal course of providing Services, Rainforest will not have contact with or provide support to Merchants nor Merchant’s customers. Notwithstanding the foregoing, Rainforest may directly contact Merchant or Merchant’s customers if reasonably necessary to resolve a dispute or comply with Applicable Law, Operating Rules, or Program Standards. Additionally, Platform agrees to use best efforts to promptly collect any information reasonably requested by Rainforest for purposes including, but not limited to, underwriting Merchants, researching transactions, or resolving chargebacks. Platform will not attempt to onboard a Merchant located outside of the Supported Territories, or that operates in an industry which is listed on Rainforest’s Prohibited Businesses List located at https://legal.rainforestpay.com/prohibited. Platform will notify Rainforest of any material changes to Platform’s business, including the types of services it provides, the kinds of payments it processes, the types of Merchants it serves, or Platform’s financial stability or solvency.

3.4. Technical Integration; Security. In order to use the Services, Platform will, in accordance with all Rainforest documentation, and at its own cost, integrate with Rainforest. Platform agrees to make all reasonably required updates to the technical integration needed to resolve security issues, decrease financial risk, or comply with Applicable Law, Operating Rules, or Program Standards. Rainforest will use best efforts to provide at least six (6) months’ notice of any required integration updates, but this may not be possible in all cases due to more immediate security, risk, compliance, or regulatory concerns. IT IS CRITICAL THAT PLATFORM MAINTAIN THE SECURITY OF ITS RAINFOREST API KEYS. MAINTAINING THAT SECURITY IS PLATFORM’S RESPONSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PLATFORM IS SOLELY RESPONSIBLE FOR ALL ACTIONS PERFORMED USING RAINFOREST API KEYS. PLATFORM IS ALSO SOLELY LIABLE FOR ANY LOSSES OR LIABILITIES IT SUSTAINS ARISING OUT OF OR RELATED TO THE BREACH OR COMPROMISE OF PLATFORM’S RAINFOREST API KEYS. Platform must notify Rainforest immediately if it suspects or becomes aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Services-related data on its systems, login credentials to any Rainforest website or application, Rainforest API keys.

 

4. RAINFOREST RESPONSIBILITIES

4.1. Merchant Onboarding, Underwriting, and Monitoring. Rainforest will perform all Merchant onboarding, underwriting, and ongoing monitoring on behalf of Platform. Rainforest reserves the right to decline to board a merchant for any reason. Rainforest may, in its sole discretion, suspend or terminate a Merchant at any time, upon notice, if (a) the Merchant or Platform has violated (or if continuing to process transactions would violate) this Agreement, the Rainforest Processing Terms and Conditions, Applicable Law, Operating Rules, or Program Standards; (b) the Merchant or Merchant’s transactions create increased reputational or unreasonable financial risk for Rainforest; or (c) a Payment Network or Sponsor Bank terminates or asks Rainforest to terminate the Merchant. Rainforest’s exercise of any of these rights will be without recourse to Platform.

4.2. Transaction Processing and Monitoring. Rainforest will provide transaction processing to Merchants in accordance with the terms and conditions set forth in the Rainforest Processing Terms and Conditions. Rainforest agrees to monitor transaction activity for the purposes of risk and fraud mitigation. While Rainforest will make good faith efforts to support the Platform’s payment needs, Rainforest retains the right, in Rainforest’s sole discretion, to limit transaction size and types, limit Merchant processing volume or ability to process transactions, hold payments or payouts for manual review, or hold Merchant payouts in reserve. Platform understands and agrees that these measures are a necessary part of Rainforest’s risk monitoring services.  Rainforest will use reasonable efforts to communicate any action that may disrupt a Merchant’s processing activity with Platform in a timely manner; however, given the real-time nature of some of these activities, Rainforest cannot guarantee that Platform will be notified prior to any action taken.

4.3. Merchant Fee Billing.

4.3.1. Collection Agent. Platform appoints Rainforest as its agent for the limited purpose of billing and collecting Merchant Fees according to Platform’s direction. However, the Parties expressly agree that no fiduciary relationship, partnership, or joint venture is created by this limited agency, and that Platform and Rainforest remain at all times in an arm’s length commercial relationship. No later than the 15^th of each month, Rainforest will remit to Platform via ACH, all collected Merchant Fees related to payment processing in the previous calendar month, less any accrued Rainforest Fees incurred in the previous calendar month, and any other amounts owed by Platform to Rainforest. If the net amount collected is less than one-hundred dollars ($100), Rainforest may accrue amounts until the cumulative amount collected is over one-hundred dollars ($100) before remitting to Platform.

4.3.2. Collection of Amounts Owed to Rainforest. If amounts collected from Merchants are insufficient to cover amounts owed by Platform to Rainforest, Platform authorizes Rainforest to collect amounts owed via an ACH debit to the Platform’s bank account. If Rainforest is unable to collect amounts owed after thirty (30) days, Rainforest may suspend or terminate Services and may take any other steps it deems necessary to collect such amounts from Platform. The Platform will be responsible for all costs and expenses incurred by Rainforest in connection with such collection activity, including collection agency fees, court costs, and attorneys’ fees.

4.3.3. Merchant Fee Details Report; Billing Errors. Rainforest will make reporting available to Platform which provides sufficient detail to enable Platform to verify the Merchant Fees, all Passthrough Fees and Rainforest Fees. Platform is responsible for verifying accuracy of the report and must notify Rainforest within one-hundred and eighty (180) days of any issues whatsoever with the reporting. Platform’s failure to timely report any issues to Rainforest in accordance with this paragraph will result in Platform’s permanent and irrevocable waiver of the issue and a complete release of Rainforest for any liability associated with the issue, and any duty to investigate or otherwise address the issue.  Likewise, Rainforest shall have one-hundred and eighty (180) days to correct any billing errors made in Platform’s favor to recover funds due to Rainforest. Billing errors in Platform’s favor not corrected within one-hundred and eighty (180) days will not be recoverable by Rainforest unless the error was based on incorrect information from a third party (including, by way of example only, the sponsor bank).  In that case, Rainforest shall have one-hundred and eighty (180) days from when it learns of the third-party error to correct billing to Platform.

4.3.4. Fee Collection Methodology. Rainforest will net Merchant Fees payable to Platform before coordinating disbursement of a Merchant’s transaction proceeds to Merchants (“Net Funding”). Rainforest will then coordinate the remittance of Merchant Fees to Platform less the Rainforest Fees and any and all other amounts owed by Platform to Rainforest. However, if Platform and Rainforest otherwise agree in writing, Rainforest will instead coordinate disbursement of transaction proceeds to Merchants without first netting Merchant Fees, and will instead collect Merchant Fees on a periodic basis (“Gross Funding”). If Platform elects Gross Funding and Rainforest is unable, after exhausting commercially reasonable efforts, to collect the Merchant Fees from any one or more Merchant(s), then (a) Platform agrees to remit to Rainforest all Rainforest Fees no less than monthly; and (b) fully releases Rainforest for any and all liability associated with a Merchant’s failure to pay the Merchant Fees. Should Platform elect Gross Funding, Platform understands and agrees that it is fully assuming the risk of non-payment of the Merchant Fees by any one or more Merchant(s), and that Platform shall remain fully liable for the timely payment to Rainforest of all the Rainforest Fees.

4.4. Platform Support. Rainforest will provide support to Platform via email, phone, and online channels for non-urgent questions and issues Monday through Friday from 9am to 8pm Eastern Standard Time. Additionally, Rainforest provides 24x7x365 emergency support via phone for critical issues which prevent Platform from processing transactions. Rainforest publishes full platform availability statistics at https://status.rainforestpay.com/ and encourages Platform to subscribe to real time incident updates at the same URL.

4.5. PCI-DSS Compliance. Rainforest agrees to comply with PCI-DSS. To the extent Platform collects, accesses, or stores cardholder data, Platform also agrees to comply with PCI-DSS.

4.6. Insurance.  Throughout the Term, Rainforest will maintain commercially reasonable insurance coverage for general commercial liability and cyber liability.

 

5. CONFIDENTIALITY AND WORK PRODUCT OWNERSHIP

5.1. Confidentiality. Each Party acknowledges that it may be exposed to the other Party’s non-public business information in the course of their relationship under this Agreement.  Each Party agrees to maintain the confidentiality of the other Party’s non-public business information, and to refrain from using or disclosing it except as strictly necessary for the performance of this Agreement.  This provision shall survive the termination of this Agreement and continue to protect each Party’s business information for so long as the information remains non-public (provided that no wrongful act of any Party to publish or disclose the other’s non-public information shall excuse compliance with this section).  Following termination of this Agreement, either Party may request that the other return or dispose of the requesting Party’s non-public business information, and the Party receiving the request must certify compliance with the same within a reasonable time; provided, however, that nothing in this Agreement shall prevent either Party from retaining business information belonging to the other Party as necessary to comply with Applicable Law or Operating Rules.

5.2. Intellectual Property; Feedback. Each Party grants the other a limited, revocable license to access and use its respective technology for the sole purpose of carrying out the Services described in this Agreement. This license may not be assigned or transferred to anyone else, and neither Platform nor Rainforest may resell the other’s products or services, except as set forth herein. Other than this limited license, no Party grants the other any other rights whatsoever to its intellectual property. All Platform feedback and suggestions concerning Rainforest’s Services shall become the exclusive property of Rainforest and Platform shall not have any rights to them. Each Party agrees not to reverse engineer, decompile, disassemble, or “hack” the other’s technology or intellectual property.

 

6. WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY

6.1. Warranty.  Rainforest warrants that the Services shall be rendered in a workmanlike manner.   Except for the express warranties made in this Section, RAINFOREST makes no other warranties, express or implied, REGARDING THE SERVICES, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising by operation of law, course of dealing, performance, usage, or trade. RAINFOREST DOES NOT WARRANT THE SERVICES WILL BE PERFECT, UNINTERRUPTED, OR ERROR FREE.

6.2. Indemnification. Platform agrees to defend, indemnify, and hold harmless Rainforest and its officers, directors, stockholders, employees, and agents (each an Indemnified Party) from and against any claims, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) Platform’s breach of any provision of this Agreement; (b) any disputes between Platform, on one hand, and any Merchant or Platform employee, on the other hand, that do not pertain to Rainforest’s services;  (c) Platform’s use of the Services that is illegal or inconsistent with this Agreement; (d) any illegal act by Platform; or (e) any claim that Platform’s technology infringes on the intellectual property rights of any third party.

6.3. Rainforest agrees to defend, indemnify, and hold harmless Platform and its officers, directors, stockholders, employees, and agents (each a Platform Indemnified Party) from and against any claims, suit, demand, loss, liability, damage, action, or proceeding arising out of (a) Rainforest’s breach of any provision of this Agreement; (b)  any claims that Rainforest has infringed upon the intellectual property rights of any third-party; or (c) any illegal act by Rainforest; provided, however, that in no event shall either Party be liable to indemnify the other associated with any data breach, regardless of how the data breach arises.

6.4. Liability Limitations. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS ABOVE, to the greatest extent permitted by law, in no event shall EITHER PARTY’S total liability under or in connection with this Agreement, or its subject matter, under ANY LEGAL OR EQUITABLE THEORY, EXCEED IN THE AGGREGATE THE LESSER OF (a) THE AMOUNT OF TOTAL RAINFOREST FEES (EXCLUDING ANY PAYMENT NETWORK PASS THROUGH FEES) ASSESSED IN THE PAST TWELVE (12) MONTH PERIOD OR (b) ONE HUNDRED THOUSAND DOLLARS ($100,000). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY (X) LOSS OF PRODUCTION, USE, BUSINESS, DATA, REPUTATION, REVENUE OR PROFIT, OR DIMINUTION IN VALUE, (Y) USE OR QUALITY OF THE SERVICES, AND (Z) INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.  This section states the exclusive remedy for any cause whatsoever, regardless of the form of action, whether in contract or tort, and each Party’s entire liability to the other Party is set forth in this section or as otherwise expressly provided in this Agreement. Each party agrees to provide the other prompt notice of any claim, controversy, or dispute arising under or related to this Agreement, and both parties agree to engage in good faith discussions to resolve the matter. Any legal action must be filed, if at all, within one (1) year after the cause of action first arose.

 

7. MISCELLANEOUS

7.1. Governing Law.  This Agreement shall be governed and enforced according to the laws of the State of Georgia without giving effect to its conflict of laws principles. The Parties further agree that all disputes between them shall be litigated exclusively in a court of appropriate jurisdiction within Fulton County, Georgia.  The Parties expressly agree to jurisdiction and venue in the Georgia State-Wide Business Court.

7.2. Compliance. Both Parties will comply with the terms of this Agreement and any amendments entered into in accordance with Section 7.6 (“Amendments; Waiver”).  Further, each Party agrees to comply with Applicable Law, Operating Rules, Security Standards, and Program Standards, as the same may be amended from time to time. Each party will, at all times, make best efforts to ensure that information it provides to the other party is truthful and accurate.  Each party will not knowingly provide the other party with any false, misleading, or inaccurate information. Without in any way limiting the generality of each party’s compliance obligation, each party specifically agrees to refrain from engaging in any unfair or deceptive acts or practices in the performance of this Agreement. Each party represents and warrants that it is a validly formed entity and that holds any licensures necessary to conduct its business. To the extent not prohibited by Applicable Law, Operating Rules, Security Standards, or Program Standards, each party agrees to promptly notify the other party regarding any suspected illegal activity or fraud relating to any aspect of this Agreement.

7.3. Independent Contractor. The Parties acknowledge and agree that Rainforest is an independent contractor, and that this Agreement shall not be construed to create any fiduciary relationship, employment relationship, partnership, or joint venture.

7.4. Audit. Upon no less than five (5) business days’ notice, Platform shall provide information such regarding its books, records, Merchants, contractors, service providers, processes and/or procedures as may be reasonably requested by Rainforest and/or its Sponsor Bank solely for the purposes of verifying Platform’s compliance with this Agreement, Applicable Law, Operating Rules, or Program Standards.

7.5. Headings and Counterparts. The headings in this are for convenience only and may not be used in the interpretation of this Agreement.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.6. Amendments; Waiver. In addition to changes to fees described in Section 2.1 (“Rainforest Fees”), Rainforest may also amend this Agreement at any time solely to the extent necessary to comply with Applicable Law, Operating Rules, or Program Standards.  Any other amendment to this Agreement must be made via a writing signed by both parties.  No changes may be made via email or verbal conversations. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder.

7.7. Survival.  Sections 5.1, 5.2 6.1, 6.2, 6.3, 6.4, 7.1, 7.2, 7.3, 7.8, 7.10, 7.12 shall survive termination of this Agreement.

7.8. Entire Agreement; Severability. This Agreement represents the complete and final agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements and understandings, whether oral or written, relating to the subject matter hereof. If any provision or part of any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, then it will be reformed only insofar as necessary to make it lawful and enforceable, or if it cannot be so reformed, it will be severed from this Agreement without any effect on the remaining terms of the Agreement, which will continue in full force and effect.

7.9. Force Majeure. Neither Party shall be responsible for any delay or failure of performance resulting from causes beyond its reasonable control and without its fault or negligence.

7.10. Notices. Any notices required under this Agreement may be delivered via email, or by registered or certified mail with return receipt requested or through a delivery service with tracking (e.g., FedEx, UPS), by hand delivery to Rainforest at 4062 Peachtree Rd NE STE A-474, Brookhaven, GA 30319-3021 or Platform at the address listed in the signature block. Notices delivered via email shall be sent to Rainforest at legal@rainforestpay.com and to Platform at the email address listed in the signature block. Notices sent via email shall be deemed delivered on the day they are sent, absent any actual notice to the sender that transmission of the email failed. Notice delivered via mail shall be deemed delivered on the date reflected in the tracking information or return receipt.

7.11. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially of the assigning party’s assets. This Agreement will inure to the benefit of and will be binding upon the parties and their permitted successors and assigns.

7.12. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement other than Rainforest’s Sponsor Bank(s) who may enforce this agreement against Platform.

7.13. Signature; Electronic Signature. The individual signing below on behalf of each party represents and warrants that he or she has the full right, capacity, and authority to enter into this Agreement on behalf of his or her party without further authorizations or approvals of any kind. A signature or other indication of acceptance received electronically will be legally binding for all purposes and equally effective as a wet ink signature.

7.14. Publicity. Rainforest may disclose that Platform is a customer of Rainforest and may display Platform’s logo on customer lists.  However, Platform may give notice pursuant to Section 7.10 (“Notices”) directing Rainforest not to disclose the customer relationship and/or to cease display of its logo.

 

8. DEFINITIONS

8.1. “American Express” refers to American Express Travel Related Services Company, Inc. or its successors or assigns.

8.2. “Applicable Law” refers to all applicable federal, state, and local laws, statutes, ordinances, case law, regulations, and regulatory guidance.

8.3. “Discover” refers to Discover Financial Services, LLC or its successors or assigns.

8.4. “Mastercard” refers to Mastercard International Incorporated or its successors or assigns.

8.5. “Operating Rules” refers to all rules, bylaws, programs, and regulations of the Payment Networks, as the same are amended from time to time. Operating Rules for Visa and Mastercard are presently available online at usa.visa.com and www.mastercard.us, respectively.

8.6. “Passthrough Fees” means any fees (including, but not limited to interchange, discount rates, dues, fees, assessments) assessed by a Payment Network.

8.7. “Payment Network” refers to each of Visa, Mastercard, American Express, Discover, and any card network issuing credit or debit cards, and, for purposes of this Agreement, further includes the Payment Card Industry Security Standards Council.

8.8. “PCI-DSS” means Payment Card Industry Data Security Standards.

8.9. “Processor” means one of more entities that provides data connectivity between Rainforest and the Payment Networks.

8.10. “Program Standards” refers to the policies and procedures established by Sponsor Bank or Processor to govern the Merchant Program, including the acceptance of prospective Merchants for the provision of Services.

8.11. “Rainforest Processing Terms and Conditions” means the terms and conditions located at https://legal.rainforestpay.com/processingterms.

8.12. “Security Standards” refers to all rules, regulations, or standards adopted or required by the Payment Networks relating to data security and the protection of Card Information, including, without limitation, PCI-DSS, Visa’s Cardholder Information Security Program and Payment Application Best Practices, Mastercard’s Site Data Protection Program and POS Terminal Security Program, American Express’s Data Security Operating Policy, Discover’s Information Security & Compliance Program, and any successor rules, regulations or standards, in each case, as any of the same may be amended from time to time.

8.13. “Sponsor Bank” means one or more banks listed at https://legal.rainforestpay.com/sponsor.

8.14. “Supported Territories” means the United States of America, excluding U.S. territories and possessions.

8.15. “Visa” refers to Visa Inc. or its successors or assigns.