Rain Platform Terms

These Rain Platform Terms (the “Platform Terms” or “Terms”) supplement and form part of your Master Services Agreement (the “Agreement”). These Platform Terms supersede and replace in their entirety all prior terms of service applicable to Partner’s use of the Services, including without limitation the prior “Rain Platform Terms” (also referred to as the “Platform Agreement”) and the “Co-Brand Card Agreement,” each as may have been amended prior to the date hereof (collectively, the “Prior Terms”). Partner acknowledges and agrees that the Prior Terms are hereby terminated and of no further force or effect, and that Partner’s continued use of the Services shall be governed exclusively by these Platform Terms and the Agreement. All defined terms not expressly defined herein shall have the meaning specified in the Agreement.


These Platform Terms describe the terms and conditions that apply to your use of the Services (as such term is defined in the Agreement). By using the Services, initially and on an ongoing basis, you expressly agree to these Platform Terms as we may modify them from time to time. In the event of a conflict or inconsistency between the Agreement and these Platform Terms (including any applicable Exhibits to these Platform Terms), these Platform Terms shall control, except where the Agreement expressly states that a specific provision in the Agreement is intended to supersede or modify the corresponding subject matter in these Platform Terms, in which case such provision of the Agreement shall control solely to the extent of such express statement. The Services are a business product, to be used only for your commercial purposes. Any attempt to access the Services or to reverse engineer, copy, or otherwise replicate the business processes, licensing, data or funds flows associated with the Services is strictly prohibited.

1. Partner Account Opening.  

   
   
   1. You must provide accurate and complete information in response to our questions when you open a Partner Account. We may request additional information from you at any time. For example, we may ask you to present government issued identification such as a passport or driver’s license, a business license, or other information.
   2. You must promptly update us regarding any changes affecting you, the nature of your business activities, your representatives, your principal owners, your principals, or any other pertinent information that you provide to us when opening a Partner Account. We may suspend any or all Program(s) or terminate these Platform Terms, the Services, or the Agreement if you fail to keep your information current.
   3. You agree to promptly notify us in writing no more than three (3) calendar days after: (a) you become subject to an Insolvency Event; (b) there is an adverse change in your financial condition; (c) there is an actual, planned, or anticipated liquidation or substantial change in the basic nature of your business; (d) you transfer or sell 25 percent (25%) or more of your total assets or there is any change in the control or ownership of your business or parent entity; or (e) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent (25%) or more of your assets.
   4. You are fully responsible for all activity that occurs using your Partner Account, even if you did not authorize such activity. We reserve the right to suspend or terminate the Partner Account if you provide inaccurate or incomplete information, or if you otherwise fail to comply with account registration requirements.
   5. Adding a Funding Source.  You must add an eligible funding source when creating a Partner Account by connecting a bank account or by funding a USDC reserve balance. You authorize us to initiate one-time and recurring transfers from that funding source. When you add a funding source to your Partner Account, you represent and warrant to us that (i) you are the owner of the funding source, or a control person representing the owners; and (ii) you are authorized to transfer funds from that funding source.  If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.

2. APIs and Online Portal. In providing the Services to you, we may make available to you a suite of application programming interfaces (“APIs”) or web-based dashboards.  If we make APIs available to you, we will provide you with applicable API keys to access the APIs, along with any applicable API-related documentation.  We may update the API keys and related API -related documentation from time to time, including by deprecating or removing API features.  Your use of our APIs is subject to the following requirements:

   
   1. You may use the APIs only as instructed by our API documentation and other communications from us, including implementation guides, Slack messages in shared integration channels, emails and bulletins.
   2. You must make timely changes to your code to facilitate the Program’s compliance with changes in Rules, Applicable Laws and industry standards such as PCI-DSS.
   3. You must secure your API keys and contact us immediately if you become aware of any unauthorized use of the keys or any other security incident regarding use of the Services.
   4. You must use the API to send us all personally identifiable information and metadata about Cardholders, as required in our API documentation and as may otherwise be communicated from time to time by us.

3. Services Implementation. No later than five (5) business days after the Effective Date, the Parties shall establish a joint team (the “Joint Team”) to coordinate the provision of the Services and to serve as a forum for regular communication between the Parties with regard to each Program to be provided as part of the Services. The Joint Team shall meet as the Parties deem necessary or appropriate.  Each Party shall designate at least one employee as the lead member of the Joint Team (the “Designated Joint Team Member”). Each Party shall have the right, at any time, to appoint a new Designated Joint Team Member.
4. Program Terms. To the extent that the Services described in the Agreement include the creation or offering of one or more Programs, the following general terms shall apply:

   
   1. Program Funding.

      
      1. You must promptly fund a Payment Card Program-related smart contract in an amount sufficient to cover all amounts incurred or expected to be incurred by Cardholders, by depositing or enabling us to transfer funds into a smart contract that we designate (the “Settlement Account”). Funding of the Settlement Account may be accomplished by depositing into the Settlement Account, in advance of any Cardholder spend, an amount that is not less than the then-applicable total available credit limit for all Cardholder spend in such Payment Card Program.  Funding of the Settlement Account must be from your own funds. We and you must mutually agree on a Program funding structure prior to any Payment Card Program exiting its beta product stage. Your Settlement Account obligations of this Section are in addition to the minimum Settlement Reserve Balance.  
      2. Settlement Reserve Balance and Daily Limit.

         
         1. In addition to the Settlement Account, you must also maintain a minimum reserve balance for each Payment Card  Program (“Settlement Reserve Balance”) in the amount specified in the Agreement with respect to such Program.  The Settlement Reserve Balance shall be held in an account designated by us and held at a financial institution that we designate, or in a smart contract that we designate, as applicable (the “Reserve Account”). We may, at our sole discretion, set the required Settlement Reserve Balance. We and you must agree on an initial amount prior to the Payment Card Program commencing operations. You shall not be entitled to interest on the amounts held as a Settlement Reserve Balance. Notwithstanding the foregoing, we may in our sole discretion temporarily reduce the required Settlement Reserve Balance below the amount otherwise required hereunder; provided, however, that any such reduction shall not modify or waive your underlying contractual obligation to maintain the Settlement Reserve Balance at the level otherwise required under this Section, and we may at any time and in our sole discretion require you to restore the Settlement Reserve Balance to the full amount upon written notice to you.
         2. In addition to any of our other rights under these Platform Terms, we may suspend the creation of new cards, suspend all Payment Card Account access, or declare you in default of these Platform Terms if we must draw upon funds in the Settlement Reserve Balance more than three (3) times during a rolling twelve-month payment period with respect to any Payment Card Program, or if at any time you fail to replenish the Settlement Reserve Balance to the required level within two (2) business days after written notice from us.
      3. Daily Spend Limits.  We may set, and we may adjust from time to time in our sole discretion, a daily aggregate spending limit (“Daily Limit”) for each Payment Card Program. We may, at our sole discretion, increase or decrease the Daily Limit for a Payment Card Program based on considerations such as Program transaction history, amounts in the Settlement Reserve Balance, credit and other considerations. You must monitor Payment Card Program spend to ensure that it is always below the Daily Limit. If a Payment Card Program’s daily authorized transactions are greater than the applicable Daily Limit, we may, at our sole discretion, take action to address the matter, including but not limited to any combination of the following actions: (i) decline further transactions; (ii) suspend the creation of new Payment Card Accounts or Payment Cards; or (iii) allow transactions in excess of the Daily Limit, in which case we may charge fees to you on any transactions in excess of the Daily Limit equal to the lesser of 1.5% per month or the highest rate permitted by law.  We may require you to provide information to us when establishing or modifying the applicable Daily Limit, including, but not limited to, bank statements and financial statements. We reserve the right to suspend future transactions or suspend the creation of new accounts, including new card issuance, if such information is not provided within a reasonable period of time after our request.
   2. Payment Card Programs.

      
      1. Network Approval and Compliance. All Payment Card Programs are subject to approval by the applicable Network as a condition precedent to the commencement of any such Program. We may, in our sole and absolute discretion, terminate any Payment Card Program immediately without notice and without liability to Partner if the Network does not approve, revokes approval for, or expresses any concern regarding such Program. Partner shall comply with all Network rules and requirements at all times.
      2. Payment Card Designs and Materials. All Payment Card designs and all Payment Card Program materials must be approved by Issuer in writing prior to use and may require Network approval. Partner acknowledges that Issuer’s approval rights under this Section are in addition to, and not in lieu of, any approval rights we may have under Section 5 of these Platform Terms or any other provision hereof.
      3. Issuer’s Role and Responsibilities. With respect to any Payment Card Program, Issuer shall: (a) maintain membership in good standing with each applicable Network and establish Payment Card Accounts in accordance with Network rules; (b) have sole and exclusive authority to approve and underwrite Customers for Payment Cards, including setting credit limits and other Payment Card Account terms; (c) provide a designated BIN, BIN range, or Product ID for each Payment Card Program as may be required for the operation of such Program; (d) produce, print, or otherwise create Payment Cards, or engage third parties to do so on Issuer’s behalf; and (e) exercise oversight over each Payment Card Program in accordance with Applicable Law and Network rules. Partner acknowledges and agrees that Issuer’s decisions regarding underwriting, credit decisioning, account management, and all other matters within Issuer’s authority hereunder are final and not subject to Partner review, appeal, or challenge. Issuer may utilize any of its Affiliates to perform any of its responsibilities under this Section without Partner consent or notice.
      4. Payment Card Features and BIN Assignment. The services and features available for each type of Payment Card shall be memorialized in the applicable Payment Card Agreement or such other document as the Parties may agree. Issuer shall issue Payment Cards under a designated Product ID, BIN range, or BIN assigned by the applicable Network. Issuer reserves the right to modify Payment Card features at any time in accordance with Section 4(2)(5).
      5. Program Modifications. Issuer may modify any Payment Card Program at any time in its sole and absolute discretion. For modifications that are not subject to the exceptions set forth below, Issuer shall provide Partner with thirty (30) calendar days advance written notice. Notwithstanding the foregoing, no advance notice shall be required if Issuer determines that a modification: (a) is made in response to a concern raised by a Regulatory Authority; (b) is necessary for compliance with Applicable Law or Network Rules; (c) is necessary for safety and soundness concerns or risk management purposes where thirty (30) calendar days’ notice is not commercially feasible; (d) is necessary to address actual or suspected fraud, money laundering, terrorist financing, or other illegal activity; or (e) is required by any third-party service provider. Partner shall implement all Payment Card Program modifications within the timeframe specified by Issuer, which may be as few as twenty-four (24) hours in exigent circumstances. Partner’s failure to timely implement any Program modification shall constitute an Event of Default under Section 14 of these Platform Terms. 
      6. Partner Fee Practices. Partner may charge Customers additional fees on top of Program fees; provided, however, that Partner shall obtain Issuer’s prior written approval for any such additional fees. Partner shall be solely and fully responsible for ensuring that all such fees comply with Applicable Law. Partner shall be strictly liable for and shall indemnify Issuer and all other Indemnified Parties for any and all Losses arising out of or related to: (a) any fee that Partner charges to Customers; (b) any investigations, actions, examinations, or lawsuits relating to such fees; (c) any violations of Applicable Law relating to such fees; and (d) any Customer complaints or disputes relating to such fees. Issuer may require Partner to cease charging any fee immediately upon written notice to Partner, and Partner shall comply with any such direction within twenty-four (24) hours of receipt.
      7. Issuer Representations and Warranties. Issuer represents and warrants that: (a) Issuer is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Puerto Rico and is a licensed lender in good standing under Puerto Rico law; (b) Issuer will provide Partner with a designated BIN, BIN range, or Product ID for each Payment Card Program as may be required for the operation of such Program; and (c) to the extent within Issuer’s reasonable control, Issuer shall remain in good standing with each Network with which it maintains membership. Except as expressly set forth herein, Issuer makes no other representations or warranties of any kind regarding Payment Card Programs, and all such other representations and warranties are hereby expressly disclaimed.
   3. Other Products and Programs. The Parties may desire to add products, Programs, services, or features in the future and agree to cooperate to discuss the same.  Additional products, services, Programs, or features shall, however, only be added by mutual agreement and are thus subject to our prior written approval, which may be withheld, conditioned, or delayed at our sole discretion. The Parties agree to work together in good faith to implement any additional services and features approved by us. You acknowledge and agree that any such additional services or features may be subject to their own terms of services and fees.
   4. Receivables Purchases.  Any receivables that you purchase from us shall be subject to the terms and conditions in Exhibit C to these Platform Terms.
   5. Account Opening.

      
      1. Customer applications for a Payment Card Account shall be evaluated and decisioned pursuant to our underwriting criteria and the Compliance Policies as they may be modified by us from time to time at our sole discretion, and Applicable Law.  We reserve the right to deny or to require you to deny applications for a Payment Card Account for any reason and at our sole discretion, and you agree to reasonably cooperate with us in the approval or denial process.
      2. To the extent required by the Compliance Policies or Applicable Laws, you shall notify any applicant for a Payment Card Account or other Service of the decision with respect to such application for credit, and provide all information that must be provided to the applicant, including, but not limited to, the reasons for any adverse decision, information about the furnisher of any credit report utilized in connection with the decision, and, if a credit score was used, all information that may be required to be provided with respect to such credit score.
      3. The terms and conditions applicable to each Payment Card Account offered shall be established by us and shall be set forth in a Payment Card Agreement between us and each Customer (as updated from time to time by us at our sole discretion). We will promptly notify you of any updates or modifications to the Payment Card Agreements, terms and conditions, or Program disclosures, which you must implement within forty-five (45) calendar days of our notice, unless a sooner implementation date is required by Applicable Law. All expenses associated with any changes in the Payment Card Agreement, terms, or Program-related disclosures delivered during the Term, including the costs of materials, preparation, printing and mailing, and/or electronically communicating such changes and all other expenses relating to or arising out of such changes, shall be borne by you. Notwithstanding the foregoing timeframes, we may, in our sole discretion, suspend the Payment Card Program at any time if we determine that its continued operation without implementation of such updates or modifications would pose a compliance, reputational, or operational risk to us, and such suspension shall continue until you have implemented the required changes to our satisfaction.
      4. You, or your chosen Service Provider, shall, at your expense, manufacture, print and distribute all Payment Cards and Payment Card Agreements, including any new or replacement Payment Cards issued that may be necessary or appropriate to provide to a Customer. Payment Cards and Payment Card Agreements shall identify us as the sponsor and include such other names and Marks as may be required to comply with Applicable Law and the Network Rules. Designs of all Payment Cards (including virtual Payment Cards), not including any mobile or digital wallets (e.g., Apple Pay, Google Pay, or Samsung Pay), and Payment Card Agreements, shall be subject to our prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. You must ensure that all Payment Cards are handled, shipped, and distributed in accordance with Applicable Law and the Network Rules.
      5. You may maintain a mobile application (the “Application”) for Customers and potential Customers. If you maintain an Application, then (i) the Application shall be accessible via compatible mobile devices; (ii) you must ensure that our privacy policy, and if required by Applicable Law, your privacy policy, is clearly accessible on the Application; and (iii) the Application shall permit Customers to (a) view the Customer’s Payment Card Account information and related Payment Card Account statements, (b) perform Account maintenance (update address or telephone, request replacement cards, update account cycle, etc.), (c) contact customer service and (d) perform other functions as determined by Company in its reasonable discretion.
   6. Audits and Recording.

      
      1. You must provide to us copies of quarterly unaudited financial statements promptly following our request. We may, in our sole discretion, require you to provide annual audited financial statements if we determine such information is necessary or appropriate for any reason. You shall provide such audited financial statements within thirty (30) calendar days of our request. You shall also provide such other information as we may reasonably request for due diligence, regulatory, or tax purposes within ten (10) business days of our request.
      2. We shall have the right to audit you. Such audits may include access to your locations, systems, records, and personnel relating to the Services and your compliance with these Platform Terms, the Agreement, and Applicable Law.
      3. You shall, and shall contractually require your Service Providers to, make all facilities, records, and personnel related to a Program available to us  and to any Regulatory Authority with jurisdiction for audit purposes.
      4. Audit Procedure.  Following an audit, we will notify you of any deficiencies or issues identified. You shall provide a written response and corrective action plan within twenty (20) business days and shall implement all corrective actions within the timeframe we specify.
      5. Other Reporting.  You shall participate in our ongoing due diligence and monitoring efforts, respond to questionnaires and information requests, and provide upon request any independent audit or compliance-related reports, including SOC 2 reports, BSA audits, PCI-DSS assessments, and cybersecurity risk reports.
   7. Servicing and Customer Service.  With respect to all Payment Card Accounts that may be originated pursuant to a Program:

      
      1. We shall perform all necessary and appropriate servicing activities and otherwise administer the Payment Card Accounts. Such servicing shall comply with Applicable Law, the Compliance Policies, any other related policies or procedures agreed upon by the Parties, and the applicable terms of the Payment Card Agreement. Among other servicing responsibilities,  we shall be responsible for payment remittance processing, collections, processing requests for Payment Card Accounts and credit related to such Payment Card Account from Customers, preparation and delivery of periodic and other periodic statements and other account-related disclosures and notices, undertaking collections and recovery efforts in respect of Payment Card Accounts, crediting Payment Card Accounts in respect of Customers’ transactions, resolving customer disputes and billing errors, responding to inquiries from Payment Card Account holders and to deal with billing related claims, errors, disputes, refunds, and all other adjustments (including by making finance charge and late fee reversals and rebates), establishing new Payment Card Accounts, authorizing transactions, assigning, increasing and decreasing credit lines, providing Payment Card Account monitoring services, including identifying delinquencies, implementing credit-line adjustments, over limit authorizations and Payment Card Account deactivation or cancellation, and providing such other services as are ordinary and customary for a servicer of Payment Card Accounts.
      2. If you receive any inquiry from a Customer or any other Person with respect to us or our products or services that are unrelated to a Program, you shall promptly refer such inquiry to us.  Without limiting the generality of the foregoing, if you or any of your Service Providers receives from a Customer an oral or written notice of a “billing error” as defined by 12 CFR 1026.13(a) of Regulation Z, you shall respond to such inquiries in accordance with the terms of the applicable Payment Card Agreement and all Applicable Laws, including Regulation Z, as applicable.
   8. Recordkeeping.

      
      1. Each Party shall keep and maintain such records as are necessary for the implementation of such Party’s obligations under the Agreement. The Parties shall cooperate in creating and maintaining records and providing information and reports to the other Party as may be reasonably required to satisfy business requirements or the recordkeeping or reporting requirements of any Applicable Law or Network Rule.
      2. Unless otherwise agreed in writing you must maintain complete and accurate records reflecting (i) the identity of each Customer and the steps taken to verify such identity (if required for any Payment Card Program), (ii) an inventory of each Payment Card Account issued to and activated by or on behalf of such Customer and all payments made by such Customer, (iii) the balance of each Payment Card Account and (iv) all charges, transactions and fees that have been made or charged to each Payment Card Account, Payment Card or Customer, and all other information for any Program as may be required by these Platform Terms, the Agreement, or by Applicable Law, as may be amended from time to time (the “Required Records”). With respect to each Payment Card Account, you shall retain all Required Records for the time period required by Applicable Law, and in any event, for no less than five (5) years after the termination of any Customer Agreement or any Program, whichever is later. You must provide us with prompt access to any Required Records as reasonably required by us.
   9. Termination of Customer Payment Card Accounts or Payment Cards.

      
      1. You acknowledge that we may suspend or cancel service to any Customer with respect to any Payment Card Account or Payment Card for any reason, including, but not limited to, instances where we reasonably believe in good faith that a Customer may be using the Payment Card Account or Payment Card for fraudulent or illegal purposes. We will engage in commercially reasonable efforts to notify you of our termination or suspension of a Payment Card Account or Payment Card. You acknowledge and agree that we may be unable to provide advance notice of such suspension or cancellation to you or to Customer.  You must promptly notify us in writing if you: (a) reasonably believe that a Customer is or may be using a Payment Card Account or a Payment Card for fraudulent or illegal purposes; or (b) otherwise intend to suspend or terminate your independent customer relationship with a Customer due to actual or suspected fraud or illegal purposes.
      2. Upon receipt of a notice from us of the cancellation of any Payment Card Account or Payment Card, and upon the termination of the Agreement for any reason, you shall, at your sole expense and in compliance with the Network Rules, promptly destroy all canceled Payment Cards that are then in your possession or control and provide written certification to us of the destruction of any canceled Payment Cards. For the avoidance of doubt, your obligation to destroy canceled Payment Cards does not extend to Payment Cards that are not within your possession or control, such as Payment Cards that remain under the control of Customers. Upon the cancellation of a Payment Card Account for any reason, you shall take such steps as are reasonably necessary or appropriate, or that may be required by the Compliance Policies or Applicable Law, to notify the Customer of such cancellation, to close such Payment Card Account, and to request that the Customer destroy each Payment Card in such Customer’s possession or control.
   10. Program Termination and Wind-Down.

       
       1. You may terminate and wind-down a Program at your discretion, upon providing to us at least ninety (90) calendar days advance written notice of Program termination and wind-down and payment of any applicable fee described in the Agreement.
       2. Upon the termination and wind-down of a Program: (a) if you initiated the termination under Section 4(11)(1), the Parties agree to use the following process or such other similar processes that are mutually agreed upon at such time; or (b) if we initiated the termination under Section 13, we may, in our sole discretion, dictate the wind-down plan and timeline, which need not be mutually agreed upon and which may require completion within thirty (30) calendar days from the date of our termination notice, and our determination of the wind-down plan and timeline shall be binding and final:

          
          1. You must provide to us in writing a proposed wind-down plan within thirty (30) calendar days of the date of the termination notice, and such wind-down plan shall designate a schedule of dates as of which the Program(s) will be terminated or wound down. The Parties shall meet promptly thereafter (which meeting may occur telephonically) to finalize a mutually-agreed termination and wind-down plan. Such plan shall be agreed upon and implemented to completion within the Transition Period; and

             The wind-down or termination plan shall include notice of your election to either (i) transition the Program to another provider, or (ii) wind down the Program. The Parties agree to cooperate in good faith to wind down or transition the Services (in accordance with any notice of election provided by you) in a commercially reasonable manner as soon as reasonably possible to provide for a smooth and orderly transition or wind-down. The Parties will cooperate to ensure proper servicing of Payment Card Accounts as described in these Platform Terms and in the Agreement in order to smoothly transition or wind down all relevant activities during the applicable Transition Period. For partner-initiated terminations under Section 4(11)(1), the “Transition Period” shall be up to one hundred eighty (180) calendar days after the effective date of termination, or as otherwise mutually agreed to in writing by authorized representatives of each Party. For terminations initiated by us under Section 13, we may, in our sole discretion, shorten the Transition Period to as few as thirty (30) calendar days from the date of our termination notice, and you must comply with such shortened timeline; our determination of the applicable Transition Period in such cases is final and not subject to mutual agreement. In no event shall the Transition Period  be less than required by any Applicable Law.

             To the extent applicable, you agree to cooperate with us and any Regulatory Authority to facilitate any required distribution of Customer funds or, at our election, to the assumption of Customer Accounts by us (at which time such accounts would cease to be Customer Accounts governed by these Platform Terms). In addition, you shall ensure that any agreement between you and any Service Provider that maintains the records required by these Platform Terms shall provide for the delivery of such records to us upon your cessation of operations, subject only to the payment by us of the reasonable expenses of such Service Provider.

             Notwithstanding the termination and wind-down of a Program, each of the Parties shall continue to retain all records and documentation related to all Program-related Customers and Payment Card Accounts in a form that is reasonably retrievable for a period of five (5) years after the termination and wind-down of such Program, or for such longer time as required by Applicable Law. The Parties agree to cooperate to make such records and documentation available as may be required to comply with Applicable Law or to respond to Customer inquiries, legal requests (such as a subpoena), audits, or regulatory examination requests.
   11. If the aggregate amount of credit extended (or approved for extension, including credit availability in connection with Payment Card Accounts) to Customers in connection with any Payment Card Program in any given year or period (as determined by us) exceeds or seems to us to be likely to exceed the maximum credit extension amount agreed upon by the Parties and memorialized with other Program features in the Agreement (the “Maximum Payment Amount”), we may, in our sole and absolute discretion, deny any additional extension of credit to any Customer or refuse to establish any additional Payment Card Accounts under these Platform Terms without liability.  If we agree to extend credit over the Maximum Payment amount, we may require you to pay additional fees to us as described in the Agreement.
   12. Agents, Employees, Subcontractors, and Service Providers.

       
       1. You may outsource to, or otherwise subcontract with, third parties for the performance of any of your duties under the Agreement (each such party, a “Service Provider”); provided, that (i) you must provide us with written notice at least thirty (30) calendar days prior to engaging any Service Provider in connection with a Program, describing the proposed Service Provider and the scope of services to be provided; (ii) we may object to your use of any Service Provider whose activities we deem, in our sole discretion, material to a Program (“Material Service Provider”) by written notice to you, and you shall not engage or continue to use any Material Service Provider to which we have objected; and (iii)  use of any Service Provider shall not release you from any of your obligations to us under the Agreement or these Platform Terms and you shall remain fully liable to us for any breach of the Agreement or these Platform Terms caused by such Service Providers.  
       2. Each Service Provider shall be required to enter into a written contract with you that requires such Service Provider to comply with the applicable requirements of these Platform Terms, the Agreement, the Compliance Policies, and Applicable Law. With respect to any Material Service Provider, such written contract must also: (i) permit us to audit the Material Service Provider’s activities as they relate to a Program; and (ii) permit us to require you to terminate the Material Service Provider upon written notice if the Material Service Provider’s actions or omissions create a compliance, reputational, or financial risk to us.  You must actively and diligently monitor your employees, sales representatives, sales offices, agents, and Service Providers to ensure compliance.
   13. Prohibitions List.  Programs, Payment Card Accounts, and Payment Cards may be used only in accordance with our Prohibitions List, as updated from time to time and included in  Exhibit B to these Platform Terms.  You shall take all necessary and appropriate actions to ensure that Customers’ use of Payment Card Accounts and Payment Cards comply with the Prohibitions List.
   14. Compliance Management.

       
       1. Rain-Managed Compliance. To the extent that the Services specified in the Agreement are subject to “Rain-Managed Compliance,” the following shall apply: (a) we shall be responsible for compliance with Applicable Law and Payment Network rules in connection with such Services, including compliance with the Bank Secrecy Act, OFAC requirements, fraud prevention and detection requirements, Visa rules, and all other Applicable Laws and Payment Network rules (collectively, the “Compliance Obligations”); (b) we shall execute and perform all functions necessary or appropriate to satisfy the Compliance Obligations, including but not limited to conducting customer identification, verification, and due diligence, transaction monitoring, suspicious activity reporting, and sanctions screening; and (c) you shall fully cooperate with and assist us in satisfying the Compliance Obligations in all respects and in any manner that we may request. Your failure to provide requested assistance within the timeframe we specify shall constitute an Event of Default. The specific requirements for Rain-Managed Compliance applicable to such Services shall be set forth in the applicable Schedule to the Agreement.
       2. Partner-Managed Compliance. To the extent that the Services specified in the Agreement are subject to “Partner-Managed Compliance,” the following shall apply: (a) we shall be responsible for the Compliance Obligations in connection with such Services; (b) you shall execute and perform, at our direction and in accordance with our instructions, functions necessary or appropriate for us to satisfy such Compliance Obligations, which may include without limitation conducting customer identification, verification, and due diligence, transaction monitoring, suspicious activity reporting, and sanctions screening; (c) you shall execute all compliance functions in strict accordance with our Compliance Policies, our written instructions, and all Applicable Laws and Payment Network rules; and (d) in addition to your execution obligations, you shall fully cooperate with and assist us in satisfying the Compliance Obligations in all respects and in any manner that we may request. We retain ultimate authority over and responsibility for all Compliance Obligations notwithstanding your execution role. Your failure to execute compliance functions in accordance with our instructions or to provide requested assistance within the timeframe we specify shall constitute an Event of Default. The specific requirements for Partner-Managed Compliance applicable to such Services shall be set forth in the applicable Schedule to the Agreement.
5. Marketing.

   
   1. You may, at your sole expense, develop and propose Marketing Materials for use in promoting and marketing the Programs.  All Marketing Materials must be developed in accordance with Applicable Law and our Marketing Guidelines , and such Marketing Materials must be approved in advance by us in writing prior to use. You must provide us your Marketing Materials for review at least fourteen (14) calendar days prior to the date you publish them.  Where required by Applicable Law or Payment Network rules, we shall be identified on all Marketing Materials for the Programs contemplated in these Terms.  You shall be solely responsible for ensuring that all Marketing Materials and all methods utilized by you to disseminate such Marketing Materials comply with Applicable Law and Payment Network rules.  You agree that if we determine, in our sole discretion, that the Marketing Materials violate or may violate Applicable Law or Payment Network rules, we may direct you to suspend the marketing of the Program until such time you and we can amend the Marketing Materials to comply with Applicable Law and/or Payment Network rules as determined by us.
   2. All Marketing Materials must clearly and exclusively identify the applicable Program or Service being marketed and must not co-mingle, bundle, or otherwise present the Program or Services together with any other products or services offered by you or any third party in a manner that could reasonably cause a Customer or prospective Customer to be confused about the source, sponsorship, or nature of the Program or Services. If we reasonably determine that any Marketing Materials fail to adequately segregate or distinguish our Program or Services from your or any third party’s other products or services, we may, in our sole discretion and without any cure period: (i) require you to immediately withdraw, modify, or clarify such Marketing Materials; (ii) suspend your marketing activities until such segregation is achieved to our satisfaction; or (iii) exercise any other right or remedy available to us under these Platform Terms. Your failure to comply with a segregation demand from us within five (5) business days shall constitute a material breach of these Platform Terms.
   3. We may provide you with marketing guidelines, standards, and requirements applicable to the Programs and your marketing activities (“Marketing Guidelines”). We reserve the right to modify, update, or supplement the Marketing Guidelines at any time in our sole discretion, and you shall comply with all such Marketing Guidelines as updated from time to time. Failure to comply with any Marketing Guidelines shall constitute a material breach of these Platform Terms. Upon any such breach, we may, in our sole discretion and without any cure period or advance notice: (i) immediately terminate these Platform Terms and the Agreement; (ii) immediately suspend any or all Programs; or (iii) exercise any other rights or remedies available to us.
   4. All marketing efforts must be conducted in compliance with the Applicable Laws, including, without limitation, the Telephone Consumer Protection Act, the Electronic Fund Transfers Act, the Federal Trade Commission Act, state laws regulating telephonic communications, and each of their respective implementing regulations.
   5. You may not engage in any marketing activities using Marketing Materials that have not been approved by us in writing.  We, in our sole discretion, may review any Marketing Materials submitted to us by you and notify you of our decision with respect to such Marketing Materials, with approval not to be unreasonably delayed or withheld.  
   6. We shall have the right to withdraw approval of any previously approved Marketing Materials for any reason, in our sole discretion, including, but not limited to, in the event of a change in Applicable Law, the Network rules, or our risk management considerations.  Our approval of any marketing materials shall not serve as an admission or agreement that any such materials comply with Applicable Laws or a waiver of any our rights under these Platform Terms or the Agreement.
   7. You may not market or attempt to sell any additional products or services to Customers or prospective Customers in connection with the Program without our prior written approval. You shall be solely responsible for ensuring that any such additional products or services, and your offering or marketing thereof, comply with Applicable Law and Network rules. We may withdraw our approval for such add-on products at any time and in its sole discretion.
6. Dispute Resolution and Arbitration. PLEASE READ THIS "DISPUTE RESOLUTION AND ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.

   
   1. Binding Arbitration.

      
      1. You and we agree that any and all past, present and future Disputes (defined below) shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and we further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction. “Dispute” means any dispute, claim, or controversy between you and us that arises out of or relates to (1)  the Agreement and these Platform Terms (including any addenda hereto or other terms incorporated herein by reference), (2) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services (including, without limitation, the Services).
      2. This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set herein or in the Agreement.
   2. Arbitration Procedure.

      
      1. Before filing a claim against us, you agree to try to resolve the Dispute informally by providing written notice to us of the actual or potential Dispute. Similarly, we will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") the name of Company, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
      2. If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) calendar days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Platform Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
      3. You and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein and except as otherwise set forth under this Section 6 below. You and we agree that JAMS, Inc. (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules & Procedures (the "Rules"). The Rules are available at www.jamsadr.com. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (JAMS provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAM's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) calendar days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers, as reasonably determined by either party, the Parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each Party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either Party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. In the event of any conflict between the Rules and these Platform Terms, these Platform Terms shall control.
      4. You and we further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.
      5. Filing costs and administrative fees shall be paid in accordance with the Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.
      6. You and we agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (1) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (2) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.  If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR SIGNIFY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.
         Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
   3. No Jury Trial. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER THE AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH OF THE PARTIES HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY.
   4. Venue and Jurisdiction for Judicial Proceedings. Except as otherwise specified by applicable law or provided in these Platform Terms or the Agreement, in the event that the agreement to arbitrate in this Section 6 is found not to apply to you or your Dispute, you and we agree that any judicial proceeding may only be brought in state or federal courts in New York, New York. You and we irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
   5. Governing Law. You and we agree that the laws of the State of New York, without regard to its principles of conflict of laws, will govern these Platform Terms and the Agreement, except to the extent governed by the Federal Arbitration Act or other applicable federal law.
7. Our Fees.

   1. To access the Services, you agree to pay the fees set forth in the Agreement. Where applicable, we will use commercially reasonable efforts to pass through actual, attributable bank and Network fees, but we reserve the right to estimate those fees when direct attribution is not possible. If the Agreement sets forth per physical card pricing, we reserve the right to make adjustments to the per physical card pricing by providing you written notice.
   2. To the extent applicable, you are solely responsible for all of your direct-out-of-pocket costs to operate any applicable Program, including, but not limited to: (i) providing Customer Agreements to Customers; (ii) submitting Customer applications to us for approval; (iii) providing information to Service Providers to establish Customer Accounts; (iv) collecting and maintaining Customer identification information; (v) screening Payment Card applicants for compliance purposes; (vi) conducting initial review of all applicants and Customer Accounts to ensure compliance with OFAC directives, as applicable; (vii) authorizing Payment Card activation; (viii) Payment Card creation, production and shipment, including Payment Card design, purchase and safekeeping of plastic stock; (ix) embossing and encoding of Payment Cards, printing of Payment Card carriers, mailing or other delivery of Payment Cards; (x) preparation and mailing of PIN mailers, as applicable; (xi) preparation and mailing of all other documents required or otherwise to be sent to Customers, as applicable; (xii) providing monthly and other periodic account statements or electronic transaction records, as required by Applicable Law; (xiii) servicing Customer Accounts and providing customer service in accordance with the terms of the Agreement; (xiv) all other Program-related mailings to Customers including shipping costs and postage; (xv) any hardware, software, or other technology resources (the “Technology Resources”) you use in connection with providing your servicing or implementing or complying with your obligations under these Platform Terms or the Agreement; and (xvi) any other services necessary or desirable to effectuate the Program or as agreed upon by the Parties from time to time.
   3. You agree to reimburse us for our direct out-of-pocket costs to operate any Program, including but not limited to any fees charged to us by a Network, ACH processing and transmission fees, reporting fees, and Payment Card processing fees as well as any audit and regulatory fees with respect to a Program. You also agree to reimburse us for mutually agreed upon vendor costs (including but not limited to Network fees and other fees charged by vendors to the extent that such costs are incurred by us solely to affect the Program).
   4. Unless agreed upon otherwise by the Parties, you shall be responsible for all fees and expenses payable to each and any processor, marketer, or other Service Provider, and shall remain liable for any services performed by any Service Provider.  A dispute between you and a Service Provider shall not relieve you from performing any of your obligations hereunder.
   5. In addition to any other expenses specifically set forth in these Platform Terms, you shall be solely responsible for the following:

      1. All costs and losses associated with provisional credits, fraud, chargebacks, force posts, negative balance write-offs, insufficient funds, disputes and other related Program losses (together “Program Losses”) except to the extent such losses are directly caused by our gross negligence or willful misconduct. For the avoidance of doubt, our approval, review, or acceptance of any Program, funds flow structure, or go-live decision shall not constitute an assumption of Program Losses or any other liability hereunder, nor shall it release or diminish your obligations under this Section.
      2. All fines, penalties, reimbursements, and other amounts assessed by any Regulatory Authority or Network against us or against you, in each case arising out of or related to your actions or omissions or the actions or omissions of any Service Provider retained by you, including without limitation amounts arising from or related to: (a) marketing violations or failures to comply with Marketing Guidelines or Applicable Law in connection with marketing activities; (b) anti-money laundering, BSA, or sanctions violations, including any violations of OFAC requirements; or (c) any other compliance violations under Applicable Law or Network Rules. You shall pay us any such amounts assessed against us within five (5) business days of our written demand, and such payment obligation shall not be subject to any right of offset, defense, or counterclaim. Your failure to pay us any such amounts within five (5) business days of our written demand shall constitute and Event of Default under these Platform Terms; and
      3. Any costs resulting from your actions or omissions that cause an error or omission by us except to the extent that such error or omission is directly attributable to the actions or omissions by us or our employees or other agents.
   6. Reconciliation. Within twenty (20) calendar days following the end of each calendar month, the Parties shall calculate the amounts due each other under the Agreement with respect to the most recent calendar month and exchange the same (a “Monthly Account Reconciliation”).
   7. Set-Off.  We may access the funds in your Reserve Account to offset any deficiency in any amount you owe to us or any losses or expenses for which you are liable to us under the Agreement.  You authorize us and irrevocably appoint us as your attorney-in-fact to withdraw funds from the Reserve Account to pay any amounts due under the Agreement, including but not limited to, our actual and potential losses, and any amounts owed to us under any other agreements between you and us. We shall have the right in our sole and absolute discretion, and without limitation, to sweep funds from the Reserve Account or any other transactional account established by you, by us for your benefit, or in connection with any Program or Services that we provide to you under the Agreement, and to apply such funds as allowed pursuant to the Agreement and these Platform Terms.
   8. Security Interest.  To secure your obligations under the Agreement and these Platform Terms, you hereby grant us a first priority security interest in the Reserve Account and the funds therein or proceeds thereof and agree that we have control of any such account for purposes of the Uniform Commercial Code, Article 9-314. You further agree to take such steps as we may reasonably require to perfect or protect such first priority security interest. We shall have all of the rights and remedies of a secured party under Applicable Law with respect to the Reserve Account and the funds therein or proceeds thereof and shall be entitled to exercise those rights and remedies in its discretion upon a default by you.  You agree that you will maintain the lien against the Reserve Account in our favor and agree that you will not grant any other party an interest in the Reserve Account.
   9. Recourse. You acknowledge and agree that we shall have full recourse against you for all monies owed by you to us under these Platform Terms and the Agreement, including, but not limited to, any amounts that we previously provided to you as the errors or inaccuracies in amounts previously paid to you under the Agreement. You further acknowledge and agree that such recourse shall not be limited to withholding any monies that may be due from us to you, but that we may also initiate any action to recover such monies in addition to or instead of withholding such money.
   10. Enforcement.  You shall be responsible for all of our commercially reasonable out-of-pocket attorneys’ fees and expenses in connection with the execution and enforcement (including collection of amounts due to us) under the Agreement and these Platform Terms.
   11. Late Payments. If any amount due to us under the Agreement remains unpaid for more than twenty (20) Business Days after such payment is due, interest shall accrue on such unpaid amount from the initial due date at a rate equal to the lesser of 10 percent (10%) per annum or the maximum amount permitted by applicable law.
8. Miscellaneous.

   1. Third-Party Beneficiaries.  These Platform Terms do not benefit or create any right or cause of action in or on behalf of any Person other than us, our Partners and you. In particular, Cardholders and your service providers have no rights under these Platform Terms.
   2. Independent Contractors.  These Platform Terms do not establish or create an employer/employee relationship, partnership of any kind, joint venture, agency or trust between the parties. Rather, each party is an independent contractor with respect to the other party for all purposes related to these Terms.
   3. Assignment.  These Platform Terms and the rights, privileges, duties and obligations of the parties in these Platform Terms may not be assigned or delegated by you without our prior written consent. Unless otherwise agreed by us in writing, assignment will not relieve you of your duties or obligations under these Platform Terms.  We may assign our rights, privileges, duties and obligations under these Platform Terms to any successor entity upon an acquisition, merger, or other corporate transaction.
Updates to these Platform Terms; Waivers.  We may amend, change or update these Platform Terms at any time with notice that we deem to be reasonable in the circumstances by posting the revised version on our website or communicating it to you through the Services (each an “Updated Version”). The Updated Version will be effective as of the time it is posted. Your continued use of the Services after the posting of an Updated Version constitutes your acceptance of the Updated Version. If you do not agree with any part of the Updated Version, your sole and exclusive remedy is to terminate your use of the Services. Any Dispute that arose before the posting of the Updated Version will be governed by the version of the Platform Terms in place when the Dispute arose.  
Neither Party shall be deemed to have waived any of its rights, power, or remedies hereunder except in writing signed by an authorized agent or representative of the
   4. Party to be charged. Either Party may, by an instrument in writing, waive compliance by the other Party with any term or provision of these Terms on the part of the other Party to be performed or complied with. The waiver by either Party of a breach of any term or provision of these Terms shall not be construed as a waiver of any subsequent breach.
   5. Entire Agreement.  These Platform Terms, together with the Agreement, and all documents referred to within them, embody the entire understanding of the parties and supersede and extinguish in their entirety all prior communication, correspondence, and instruments, including any non-disclosure or confidentiality agreements, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter of these Platform Terms. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these
   6. Platform Terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
   7. Right to Subcontract.  We may engage one or more service providers to perform any of our obligations under these Platform Terms. We will only retain a service provider that we reasonably expect to be suitable and capable of performing the delegated obligations in accordance with these Platform Terms.
   8. Publicity.  We may refer to you incidentally in public statements, announcements, or other public materials without your prior approval or consent, including, but not limited to, by including you in a list of our customers.  All media releases, public announcements, and public disclosures by either Party, or their Affiliates, representatives, employees, or agents, that specifically mentions or describes the other Party shall be coordinated with and approved by the other Party in writing prior to the release thereof. Specifically, each Party shall provide the other Party with at least five (5) business days to review any media releases, public announcements, or public disclosures specifically mentioning the other Party’s participation in a Program, unless a different timeframe is mutually agreed to. If the receiving Party does not respond within five (5) business days after receipt of such materials, the materials will be deemed to have been approved. General media releases, public announcements, and public disclosures by you with regard to you or the Program generally, without specifically referring to these Platform Terms, the Agreement, or us, shall not require coordination with or approval by us, but you agree, to the extent practical, to provide us with advance notice of all media releases, public announcements and public disclosures related to the Program.
   9. Taxes. Each party will be solely responsible for calculating any sales, use or other taxes applicable to it resulting from Program activities, if any, and determining any filings required to be made with any Regulatory Authority in connection with these Platform Terms.
   10. Remedies Cumulative. The rights conferred upon us are not meant to be exclusive of each other or of any other rights and remedies of ours under these Platform Terms, under Applicable Law, or in equity. Rather, each and every right of ours, under Applicable Law, or in equity is cumulative and concurrent and in addition to all other rights we may have.
   11. Survival.  The provisions of Section 4, (Program Terms); 6 (Dispute Resolution and Arbitration); 7 (Our Fees); 9 (Intellectual Property); 12 (Indemnification and Limitations of Liability); 13 (Term and Termination); 15 (Confidentiality); 16 (Notices); and 17 (Information Security), and any other provisions of these Platform Terms that expressly state they survive the termination or expiration of these Platform Terms, or that must survive in order to give effect to their intent and meaning, shall survive the termination or expiration of these Platform Terms.
   12. Severability.  If any provision of these Platform Terms or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of these Platform Terms, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and the parties expressly authorize any court of competent jurisdiction to modify any such provision so that such provision will be enforced by such court to the fullest extent permitted by Applicable Law.
   13. Further Assurances.  From time to time, you shall execute such documents and perform such acts and things as we may reasonably require to give full effect to the purpose and provisions of these Terms.
   14. Exclusivity/Non-Solicitation of Employees.

       1. Notwithstanding anything to the contrary in these Platform Terms or the Agreement, we shall be your exclusive provider of all Services and Similar Products and Services. You shall not obtain, use, offer, or facilitate any Similar Products and Services from any third party. "Similar Products and Services" means payment card services, rewards services, virtual account services, wallet services, digital asset conversion or on/offramp services, stablecoin services, money movement services, embedded finance platforms, or any other financial services that we offer or may offer. Any violation of this Section shall constitute a material breach of these Platform Terms.
       2. If you desire to obtain any Similar Products and Services from a third party, you must first provide us with written notice describing the proposed services and provider. We shall have thirty (30) calendar days from receipt of such notice to respond. You may not proceed with any third-party arrangement unless and until you receive our written refusal or we fail to respond within such thirty (30) day period. We may enter into arrangements with other parties and you shall not be an exclusive provider to us. Any violation of this Section shall constitute a material breach of these Platform Terms.
       3. Notwithstanding anything to the contrary in these Platform Terms or the Agreement, you acknowledge and agree that: (1) we are not a bank, savings institution, credit union, or other depository institution; (2) we are not engaged in the business of receiving deposits or acting as a depository institution in connection with the Services or any Program; and (3) neither you nor any Customer shall have any claim against us arising from or related to any characterization of us as a depository institution or any allegation that we are engaged in unauthorized deposit-taking or banking activities. You shall communicate the foregoing disclaimers to all Customers in a manner that complies with Applicable Law and in all Customer-facing materials, disclosures, and agreements related to the Program(s), as we may direct from time to time.
       4. During the Term and for a period of twelve (12) months thereafter, Partner shall not, directly or indirectly, solicit, recruit, hire, or entice away any person who is or was employed by us or any of our Affiliates within the preceding twelve (12) months. Any breach of this Section shall constitute a material breach of these Platform Terms. For the avoidance of doubt, we shall have no corresponding obligation to you under this Section.
   15. Force Majeure. No Party shall be liable for any failure or delay on its part to perform, and shall be excused from performing any of its obligations hereunder if such failure, delay, or non-performance results in whole or in part from any cause beyond the control of the Party, including without limitation, any act of God, act of war, riot, actions of terrorists, earthquake, fire, explosion, natural disaster, flooding, pandemic, epidemic, quarantine, embargo or sabotage (any such occurrence, a “Force Majeure Event”). Any Party desiring to rely upon a Force Majeure Event as an excuse for failure, default, or delay in performance shall, when the cause arises, give to the other Parties prompt notice in writing of the facts which constitute such Force Majeure Event and, when the Force Majeure Event ceases to exist, give prompt notice thereof to the other Parties. This Section shall in no way limit the right of any Party to the Agreement to make any claim against third parties for any damages suffered due to said cause. If any performance under the Agreement is postponed or extended for longer than sixty (60) calendar days as a result of a Force Majeure Event, any Party may, by written notice to the other Party, terminate the Agreement effective immediately.
   16. Non-Disparagement. You shall not, and shall cause your officers, directors, employees, and Affiliates to not, make any disparaging statements about us, our Affiliates, our business, or the Services during the Term and thereafter. The foregoing obligation shall not apply to statements required by Applicable Law or any Regulatory Authority, or statements made in connection with any legal proceeding. This Section shall survive termination of these Platform Terms.
9. Intellectual Property.

   1. Software License Grant to You.  During the Term, we grant you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use our API, Services, developer toolkits, dashboard, documentation and other software (collectively, the “IP”) in accordance with the documentation we make available to you in connection with the Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Services. If you do not comply with the documentation and any other requirements provided by us, then you will be liable for all resulting damages suffered by you, us, and any third parties. You agree not to reverse engineer,  disassemble, decompile or otherwise attempt to  derive or replicate any of our IP, trade secrets, proprietary technology, or source code embodied in or relating to the Services. You shall not use the Services or any output thereof to develop a competing product or service, and we shall be entitled to seek injunctive relief without posting a bond for any breach of such prohibitions. Upon expiration or termination of the Agreement or these Platform Terms, you will immediately cease all use of any Service.
   2. Trademarks.

      1. License Grant to You.  We grant you, your affiliates, and any subsidiaries a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use our trademarks solely in connection with these Platform Terms to the extent such use is necessary for you to perform your obligations under these Platform Terms.  Title to and ownership of our trademarks will remain with us. This license terminates immediately upon termination of these Platform Terms, unless terminated earlier by us. Upon expiration or termination of these Platform Terms, you will immediately cease all display, advertising and use of all of the trademarks, including the logos and trademarks of the Payment Networks.  Notwithstanding such license grant, we shall own (a) all rights, title, and interest in all information or data relating to an application for a Payment Card, a potential Customer, or a Customer; and (b) all information obtained or generated by you in connection with servicing of a Customer Account; and (c) all other Account Data that is not described in the foregoing (together, the “Customer Account Data”).  We grant you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Customer Account Data to comply with its obligations hereunder for the duration of the Agreement, and for no other purpose.
      2. License Grant to Us.  In connection with each Program, you grant us, our Affiliates, and any Partners and service providers, a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use your trademarks solely in connection with these Platform Terms and to the extent such use is necessary for us to perform our obligations under these Platform Terms. Title to and ownership of your trademarks will remain with you. This license terminates immediately upon termination of these Platform Terms, unless terminated earlier by you.
   3. No Rights in Our IP.

      1. Except for the express licenses granted above, we are not granting or assigning to you, your service providers or your Affiliates any right, title, or interest, express or implied, in or to our IP, or the IP of any third party to which we have been granted a license; and we reserve all rights in our IP, and to the IP rights granted to us by any third party.
      2. As between you and us, we and our licensors and service providers exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Signify IP or any copies thereof. Signify IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Signify IP not expressly granted to you in these Terms are reserved.
      3. You may choose to submit comments or ideas about improvements to our Services, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume, and you agree, that your submission was voluntary, and delivered to us without any restrictions or expectations on our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
10. Disclaimer of Warranties. OTHER THAN AS SET FORTH HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.
11. Representations and Warranties.

    1. By You.  By signing up for and as of each use by you of the Services, you represent and warrant that:

       1. These Platform Terms and the Agreement are valid, binding, and enforceable against you in accordance with their terms, except as such enforceability may be limited by laws governing creditors’ rights and general principles of equity.
       2. Company is a duly organized entity, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and it has full power and authority to carry on its business as conducted and to own and operate its properties and assets;
       3. You have all requisite power and authority to enter into, adopt, and perform all of its obligations under these Platform Terms; and the execution, adoption, and delivery of these Platform Terms has been duly and validly authorized by all necessary corporate action on its part; and, upon execution and delivery, these Platform Terms will constitute a legal, valid and binding obligation, enforceable against you in accordance with its terms;
       4. Neither the execution, nor delivery, nor the performance by you is in violation of any Applicable Law, your charter or by-laws, or any contract, order, judgment, memorandum of understanding or other instrument to which you are a party or by which you are bound;
       5. No statement or information contained in these Platform Terms or any other document or statement furnished by or on behalf of you, when taken as a whole, contains any untrue statement of a material fact or omits a material fact necessary to make the statement not misleading;
       6. Company holds all licenses, permissions and authorizations necessary to conduct its business and to perform each action or obligation that you are permitted or required to take under the Agreement and these Terms, and you will provide us with a copy of any relevant licenses, permissions or authorizations upon our request.
       7. To your knowledge, neither the execution of the Agreement nor your performance of any of your obligations thereunder requires any consent, authorization, approval, notice to, license, or other action by or in respect of, or filing with, any third party (other than Company’s Affiliates) or any Regulatory Authority.
       8. Except as otherwise disclosed, you have not been subject to the following: (i) A criminal conviction (except minor traffic offenses and other petty offenses) in the United States of America or in any foreign country; (ii) and unpaid federal or state tax lien, or any foreign tax lien; (iii) Any pending investigation or administrative or enforcement proceedings commenced by the Commission, any state securities regulatory authority, the Federal Trade Commission, Consumer Financial Protection Bureau, any federal or state regulator, or any law enforcement or regulatory body of any non-US jurisdiction; or (iv) Any restraining order, decree, injunction, or judgment in any material proceeding or lawsuit, alleging fraud or deceptive practice.
       9. There is not pending, or, to your knowledge threatened, against you any litigation or Regulatory Authority action, the outcome of which could reasonably be expected to materially and adversely affect your continuing operations.
       10. The provisions of these Terms and the Agreement, and your performance of your obligations under these Terms and the Agreement are not in conflict with your certificate of incorporation, member agreement, partner agreement, or bylaws or, to your knowledge, any material agreement, contract, lease or obligation to which you are a party or by which your are bound.
       11. You have complied with all Applicable Laws and Network Rules. You further represent and warrant that you: (a) acknowledge our and Issuer’s obligations under the Bank Secrecy Act, OFAC, and applicable anti-money laundering and counter-terrorism financing laws; (b) have and will maintain compliance policies and controls sufficient to satisfy those obligations as they relate to your use of the Services; (c) are not, and none of your owners, officers, directors, employees, agents, or Service Providers are, subject to any OFAC sanctions program or designated as a Specially Designated National or Blocked Person; and (d) will promptly notify us of any actual or suspected BSA, anti-money laundering, or OFAC violation in connection with any Program or the Services. Any breach of this Section shall constitute an immediate Event of Default with no cure period.
       12. You will, during the Term and during any applicable Transition Period: (i) keep in full effect and in good standing Company’s corporate or another status in the jurisdictions where you operate and (ii) obtain and preserve your qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to enable you to perform your duties under the Agreement, except, in either case, where the failure to so qualify would not have a material adverse effect on the ability of a Party to perform its duties hereunder. You shall also maintain all required certificates, authorizations, licenses, or permits issued by the appropriate state, federal, or foreign regulatory agencies or bodies necessary to conduct your businesses and to perform your obligations under the Agreement.
       13. You will at all times perform your obligations under these Platform Terms and the Agreement in material compliance with all Applicable Laws and the Network Rules. You will be responsible for all fines and penalties assessed by any Regulatory Authority against us related to any Program to the extent solely resulting from your actions, inactions, or omissions, so long as such fine or penalty is not caused by, or results from, in whole or in part, any act or omission by us, including, but not limited to, our failure to follow our fraud and unauthorized transaction policies and procedures.
       14. You will provide us with a telephonic, telefacsimile, or PDF e-mail notice of an event that could reasonably be expected to have a material and adverse effect on a Program or your ability to perform your obligations hereunder, including, but not limited to, any event which, with the giving of notice or passage of time or both, would constitute an Event of Default by you. Notices pursuant to this Section shall be provided within three (3) business days after your knowledge of the existence of such events.  You will also provide, every month, a list of all material litigation involving you.
       15. You shall at all times maintain and preserve all of your assets and property necessary to perform your obligations hereunder and necessary for the conduct of your business and keep such assets and property in good repair, working order, and condition (ordinary wear and tear and damage by casualty excepted), as applicable.  You will also maintain all staffing, operational, and financial resources that are necessary or appropriate to perform your obligations under these Terms and the Agreement.
       16. You shall not take any action that you know, or should reasonably know, or that we reasonably believe, will materially adversely affect our business.  For example, and without limitation, you shall enforce your rights against third parties to the extent that a failure to enforce such rights could reasonably be expected to materially and adversely affect a Program or your or our ability to perform its obligations hereunder. You likewise shall not enter into any agreement which, at the time such agreement is executed, could reasonably be expected to have a material and adverse effect on a Program or your or our ability to perform its obligations hereunder.
       17. You promptly shall notify us in writing if you receive, during the Term or during any applicable Transition Period, written notice of any litigation, regulatory or Network inquiries, or regulatory or Network investigations that, if adversely determined, would have a material and adverse effect on a Program or your or our ability to perform their obligations hereunder.
       18. At all times during the Term, and during any applicable Transition Period, you will maintain in full force and in effect, with financially sound and reputable insurers, comprehensive general liability insurance, commercial crime insurance, electronic data processing errors and omissions insurance, cyber liability insurance, and directors’ and officers’ liability insurance, each with policy limits that are at or above the industry standards for coverages at similar sized financial institutions. Policy limits can be below benchmark survey levels upon mutual agreement of both Parties. Upon our request, you shall provide customary certificate(s) from the insurer(s) that evidence such insurance coverages.  In addition, at all times during the Term, you must maintain in full force and effect, with a financially sound and reputable financial institution, a financial institution bond with a minimum coverage of $1 million per occurrence and $2 million in the agreement.  You must name us as an additional insured on the bond.
       19. You will cooperate, and shall contractually require all Service Providers to cooperate, with any examination, inquiry, audit, information request, site visit or the like, reasonably requested by us and/or which may be required by any Regulatory Authority or Network with audit examination or supervisory authority over us.
       20. You will perform your obligations under the Agreement in good faith and in a commercially reasonable manner.
    2. By us.  We represent, warrant, and covenant as follows:

       1. These Platform Terms and the Agreement are valid, binding, and enforceable against us in accordance with its terms, except as such enforceability may be limited by laws governing creditors’ rights and general principles of equity.
       2. We have the full power and authority to execute and deliver these Terms and to perform all of our obligations under these Terms. The provisions of these Terms and the performance by us of our obligations under these Terms are not in conflict with our charter or bylaws or, to our knowledge, any material agreement, contract, lease, or obligation to which we are a party or by which we are bound.
       3. There is no pending, nor to our knowledge, threatened, suit, action, arbitration, or other proceedings of a legal, administrative, or regulatory nature, or any governmental investigation, against us which has not been previously disclosed to you in writing and which would materially and adversely affect our financial condition or our ability to perform our obligations under these Terms.
       4. To the best of our knowledge, information submitted by us to you is true, accurate, and complete in all material respects.
       5. To our knowledge, we have complied, in all material respects, with all Applicable Laws and Network Rules.
       6. We will at all times perform our obligations under the Agreement, and to our knowledge, we are in material compliance with all Applicable Laws, the Network Rules, and any rules, orders, and regulations issued by the Regulatory Authorities that relate to the matters and transactions contemplated by the Agreement (except to the extent you have expressly agreed to undertake compliance obligations under these Platform Terms or the Agreement).
       7. Any litigation or court proceedings filed against us, relating to a Payment Card Account or its use, or otherwise relating to any Program, will be promptly reported to you. Such a report shall include a copy of the court papers or proceedings.  We shall also promptly notify you after we engage in any non-routine written correspondence related to any Program with any Regulatory Authority and shall provide you with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law.
       8. We have and will maintain all staffing, operational, and financial resources that are necessary or appropriate to perform its obligations under these Platform Terms and the Agreement.
       9. We shall remain in good standing with each Network or other electronic payment network which it may be a member of or registered with from time to time.
       10. At all times during the Term, and during any applicable Transition Period, we will maintain in full force and in effect, with financially sound and reputable insurers, comprehensive general liability insurance, electronic data processing errors and omissions insurance, cyber liability insurance, and directors’ and officers’ liability insurance, each with policy limits that are at or above the industry standard for coverages at similar sized financial institutions.
12. Indemnification and Limitations of Liability.

    1. Indemnification Obligations.

       1. You covenant and agree to indemnify and hold us, our Affiliates, and our and our Affiliates’ respective officers, directors, employees, agents, successors, and permitted assigns (the “Indemnified Parties”) harmless against any Losses arising out of or related to:

       2. 1. your gross negligence, fraud, or willful misconduct;
          2. your breach of any representation, warranty, covenant, or obligation under these Platform Terms or the Agreement;
          3. any violation of Applicable Law or Payment Network rules by you or any of your Service Providers;
          4. any regulatory inquiry, investigation, examination, or enforcement action arising from your conduct or the conduct of any of your Service Providers; or
          5. any claim by any third-party arising from your or your Service Providers’ marketing, servicing, or administration of any Program.
       3. We covenant and agree to indemnify and hold you, your Affiliates, and your and their respective officers, directors, employees, agents, and permitted assigns (the “Company Indemnified Parties”) harmless against any Losses arising out of third-party claims directly resulting from:

          1. Any material failure on our part to perform or comply with any covenant or obligation required under or pursuant to these Platform Terms or the Agreement;
          2. Any material inaccuracy, breach, or untruthfulness of any representation or warranty made by us under or pursuant to these Platform Terms or the Agreement;
          3. our gross negligence or willful misconduct or that of our employees, officers, directors, vendors, agents, representatives, or independent contractors ;
          4. any wrongful acts or omissions by us in connection with the improper use of Customer Account Data or in connection with the transfer of Network responsibilities hereunder to any successor provider to you of a Program;
          5. any unauthorized or fraudulent access to or use of Customer Information caused by our gross negligence or intentional misconduct, or that of our employees or Affiliates, or arising from a security breach to computer systems maintained by us or by third parties on our behalf; or
          6. any willful or grossly negligent misrepresentation or false or misleading statement made by us or our Affiliates to any Person, Regulatory Authority, or legislative body regarding you, a Program, these Platform Terms, or the Agreement.
       4. Limited Exceptions.

          1. Your indemnification obligations hereunder shall exclude any Losses, to the extent such Losses arise directly from (A) an act of fraud, embezzlement, or criminal activity by an Indemnified Party, (B) the gross negligence, willful misconduct or bad faith by an Indemnified Party, (C) our failure to materially comply with, or to materially perform our obligations under, these Platform Terms, or (D) Losses arising from noncompliance with or violation of any Applicable Law by you or a Service Provider solely to the extent that such parties acted in good faith in accordance with our written instructions and/or requirements regarding Applicable Law.
          2. Our indemnification obligations shall exclude any Losses to the extent such Losses arise directly from (A) an act of fraud, embezzlement, or criminal activity by a Company Indemnified Party, (B) the gross negligence, willful misconduct or bad faith by a Company Indemnified Party, or (C) your failure to comply with, or to perform your obligations under, these Platform Terms or the Agreement.
       5. Notice. If any claim is commenced that may give rise to a right of indemnification, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification, the indemnified Party shall give prompt written notice to the indemnifying Party. The failure to give such notice shall not, however, relieve the indemnifying Party of its indemnification obligations except to the extent that the indemnifying Party is actually harmed thereby.
       6. Defense of Claim.

          1. The indemnifying Party shall have the right to defend any such claim in its name and at its expense, shall select the counsel for the defense of such claim as approved by the indemnified Party, which approval shall not be unreasonably withheld or delayed, and shall cooperate with the indemnified Party in the conduct of the defense against such claim; except that:

             1. the indemnifying Party shall not have the right to defend any such Claim if: (i) it fails to employ appropriate counsel approved by the indemnified Party to assume the defense of such Claim or refuses to replace such counsel upon the indemnified Party’s reasonable request; (ii) the Indemnified Party advises the indemnifying Party that there are issues which could raise possible conflicts of interest between the indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the indemnifying Party; or (iii) such Claim seeks an injunction or cease and desist order;
             2. you may not, as an indemnifying Party or otherwise, defend against a Claim or select the counsel for the defense of a Claim if the claim was brought by a Regulatory Authority.
          2. If the Parties cannot agree with respect to which Party shall conduct the defense of a Claim, then such disagreement will be resolved in accordance with the Arbitration provisions of these Platform Terms.
       7. The indemnifying Party shall have no obligation to pay the monetary amount of the settlement of any claim entered into by the Indemnified Party without the prior written consent of the indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the indemnifying Party’s right to direct the defense against any claim, the indemnifying Party shall not have the right to compromise or enter into an agreement settling any claim, suit, demand, or action without the prior written consent of the indemnified Party (which consent shall not be unreasonably withheld or delayed).
       8. Cooperation.  If the indemnifying Party elects and is entitled to compromise or defend such claim it shall within thirty (30) calendar days (or sooner, if the nature of the claim so requires) notify the Indemnified Party of its intent to do so, and the Indemnified Party shall, at the expense of the indemnifying Party, cooperate in the defense of such claim. In such case, the Indemnified Party shall have the right to participate in the defense of any claim with counsel selected by it. Except as provided in this Article, the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.
    2. Limitation of Liability

       1. No Special Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH IN THIS SECTION 12(2)(1) SHALL NOT APPLY TO OR IN ANY WAY LIMIT EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER THE AGREEMENT.
       2. Our liability to you under these Platform Terms shall be limited to your direct damages incurred as a result of our gross negligence, willful misconduct, or fraud in performing our obligations under these Platform Terms or any Program. Notwithstanding anything to the contrary, our maximum aggregate liability to you or to any third party for all claims arising out of or relating to these Platform Terms, regardless of the form of any such claim, shall be limited to the lesser of: (i) your actual direct damages proven; or (ii) the total amount of fees paid by you to us in the six (6) months prior to such claim.
       3. Enhanced Liability Cap. Notwithstanding the foregoing, with respect to indemnified claims, our maximum aggregate liability to you shall not exceed the total amount of fees paid or payable by you to us in the twelve (12) months prior to such claim. In the event that you have not incurred at least twelve (12) months of fees under these Platform Terms and the Agreement, the maximum liability amount shall be calculated by taking the average amount of fees paid or payable by you to us multiplied by twelve (12).
13. Term and Termination.

    1. Term. These Platform Terms shall commence on the Effective Date and shall remain in full force and effect for so long as Partner has access to or uses any of the Services, unless earlier terminated in accordance with these Platform Terms or the Agreement.
    2. Termination Without Cause. (i) Any termination of these Platform Terms without cause by Partner shall be governed exclusively by the termination provisions of the Agreement; these Platform Terms do not independently confer upon Partner any right to terminate without cause outside of or in addition to the Agreement; (ii) Notwithstanding the foregoing, we may terminate these Platform Terms without cause upon ninety (90) calendar days’ written notice to you, provided that such termination shall be subject to the wind-down procedures in Section 4(11); and (iii) These Platform Terms may be terminated at any time upon the mutual written consent of the Parties.  
    3. Termination For Cause. These Terms may also be terminated for cause, as follows:

       1. Upon any change to or enactment of any Applicable Law which would render all of the Services illegal or otherwise have a material adverse effect upon all of the Services being provided hereunder.
       2. Upon the occurrence of an Event of Default, as defined herein.
       3. In the event a Party becomes subject to a formal written enforcement order with a Regulatory Authority that materially and adversely affects the Party’s ability to fulfill its obligations under these Platform Terms.
       4. Upon formal written notice from any Regulatory Authority requiring a Party to cease or materially limit its performance of its obligations under these Platform Terms.
       5. Upon formal written notice by us if we reasonably determine that there exist circumstances giving rise to a substantial risk of loss and/or harm to the goodwill of any Network, and if such circumstances are not remedied within ten (10) calendar days after receipt by you of a written notice from us alleging such circumstances and requiring you to remedy such circumstances.
       6. By us, with immediate effect if we reasonably determine that your practices create a substantial risk of loss or harm to us, including but not limited to illegal activity, negative media coverage, loss of goodwill of any Network, or regulatory inquiries.
       7. Upon formal written notice by us in the event that you fail to maintain the required balances in any required Reserve Account.
       8. By us, upon sixty (60) calendar days’ written notice to you if you (i) undergo a Change in Control, (ii) transfer a Program to another entity; or (iii) sell or spin-off all or substantially all of your assets; provided, any such written notice of termination must be sent no later than ninety (90) calendar days following notification by you to us of any event described in this subsection.
       9. By either Party upon thirty (30) calendar days’ written notice to the other Party upon the other Party (i) voluntarily commencing any proceeding or filing any petition seeking relief under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, liquidation or similar law, (ii) applying for or consenting to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Party or for a substantial part of its property or assets, (iii) making a general assignment for the benefit of creditors or (iv) taking formal action to effect any of the foregoing.
       10. By either Party upon thirty (30) calendar days’ written notice to the other Party upon the commencement of an involuntary proceeding or the filing of an involuntary proceeding or the filing of an involuntary petition in a court of competent jurisdiction seeking (i) relief in respect of the other Party or of a substantial part of its property or assets under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the other Party or for a substantial part of its property or assets, or (iv) the winding up or liquidation, of the other Party, in any case, if such proceeding or petition shall continue un-dismissed for thirty (30) calendar days or an order approving or ordering any of the foregoing shall be entered.
       11. By either Party in the event of a continued force majeure event of the other Party.
       12. Upon the termination of the Agreement.
    4. Effect of Termination

       1. Upon the termination of these Platform Terms, each of the Parties shall be relieved of their duties and obligations arising under these Platform Terms after the date of such termination, except as otherwise described herein.  
       2. Upon termination of these Platform Terms, the Parties shall terminate and wind-down each Program as described in Section 4(11) of these Platform Terms.
14. Events of Default. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default” hereunder:

    1. A Party fails to make a payment of any material amount due and payable under these Platform Terms or the Agreement, except for amounts disputed in good faith, and such failure shall remain unremedied for a period of ten (10) calendar days after the other Party shall have given written notice thereof, provided that for an amount to be excluded from the above as disputed in good faith, the Party disputing such amount must: (i) provide prompt (but in any event, within ten (10) calendar days after the amount becomes due) notice of such dispute; (ii) include in such notice, a reasonably detailed explanation of the reason(s) why such amount is disputed, (iii) work cooperatively, expeditiously, and always in good faith with the other Party to resolve any such dispute, and (iv) if such dispute is not resolved within thirty (30) calendar days of delivery of the notice required by (i) above, post a bond or deposit into an escrow account the disputed amount on terms reasonably satisfactory to the Parties.
    2. A Party shall fail to perform, satisfy or comply with any obligation, condition, covenant, or other provision contained in these Platform Terms or the Agreement, and (i) such failure shall remain unremedied for a period of thirty (30) calendar days after the other Party shall have given written notice thereof, and (ii) such failure shall either have a material and adverse effect on a Program or otherwise have a material and adverse effect on the other Party.
    3. Any representation or warranty contained in these Platform Terms or the Agreement shall not be true and correct in any respect as of the date when made or reaffirmed, and (i) the Party making such representation or warranty shall fail to cure the event giving rise to such breach within thirty (30) calendar days after the other Party shall have given written notice thereof, and (ii) such failure shall either have a material and adverse effect on a Program or otherwise have a material and adverse effect on the other Party.
    4. A Party fails to perform, satisfy or comply with any Applicable Law or Network Rule and such failure shall either have a material and adverse effect on a Program or otherwise have a material and adverse effect on the other Party.
    5. Cross-Default. The occurrence of any of the following shall constitute an Event of Default hereunder: (i) any breach, default, or event of default by you under the Agreement or any other agreement between you and us or our Affiliates; (ii) your failure to make any payment when due under any agreement with us or our Affiliates; or (iii) any material adverse change in your financial condition or business operations, as determined by us in our sole discretion. No additional cure period shall apply to any Event of Default under this Section 14(5) beyond any cure period provided in the underlying agreement. Upon any Event of Default under this Section 14(5), we may immediately exercise all rights and remedies available under these Platform Terms, the Agreement, or any other agreement between the parties, all of which shall be cumulative and not exclusive.
15. Confidentiality.

    1. Confidential Information. Confidential Information shall include any Confidential Information  (a) a Party discloses (the “Discloser”) in writing, orally or visually to the other Party (the “Recipient”) or to which the Recipient obtains access in connection with the negotiation and performance of the Agreement, and (b) relates to (i) the Discloser and/or its Customers and/or associates, or (ii) consumers who have made Customer Information available to  Issuer and/or the Company. Any separate non-disclosure or confidentiality agreement previously entered into between the Parties shall remain in full force and effect in accordance with its terms, and the obligations of this Section 15 are in addition to, and not in lieu of, any such agreement. In the event of any conflict or inconsistency between this Section 15 (or these Platform Terms generally) and any such prior confidentiality agreement, the interpretation or provision that affords the highest level of protection to Company’s Confidential Information shall control.
    2. Customer Information. In addition to the other requirements set forth in the Agreement regarding Confidential Information, Customer Information shall also be subject to the additional restrictions set forth in this Section. Except as otherwise agreed herein, the Recipient shall not disclose or use Customer Information other than to carry out the purposes for which the Discloser or one of its Affiliates disclosed such Customer Information to Recipient. Recipient shall not disclose any Customer Information other than on a “need to know” basis and then only to: (a) Affiliates of Discloser; (b) its and its Affiliates’ employees or officers, provided that such Affiliates shall be restricted in use and re-disclosure of the Customer Information to the same extent as Recipient; (c) to subcontractors engaged by Discloser, provided that such subcontractors shall have agreed to treat such information confidentially in a manner no less restrictive than the terms hereof; (d) to independent contractors, agents, and consultants hired or engaged by Recipient, provided that all such persons shall have agreed to treat such information confidentially in a manner no less restrictive than the terms hereof; or (e) pursuant to the exceptions set forth in 15 U.S.C. § 6802(e) and accompanying regulations which disclosures are made in the ordinary course of business. The restrictions set forth herein shall apply during the Term and after the termination of the Agreement. For the purposes of this Section, Customers shall be considered our customers.
    3. Compliance with Privacy Laws. Each Party shall comply in all respects with Applicable Law, including the GLBA, with regard to the privacy and security of Customer Information.
    4. Disclosure to Employees and Agents. Each of the Parties, as Recipient, hereby agrees on behalf of itself, its Affiliates and each of their respective employees, officers and other representatives that Confidential Information will not be disclosed or made available to any person for any reason whatsoever, other than other than on a “need to know basis” and then only to: (a) its employees and officers; (b) subcontractors and other third-parties agreed upon by the Parties specifically permitted under the Agreement, provided that all such persons shall have agreed to treat such information confidentially in a manner no less restrictive than the terms hereof; (c) independent contractors, agents, and consultants hired or engaged by a Party, provided that all such persons shall have agreed to treat such information confidentially in a manner no less restrictive than the terms hereof; and (d) as required by Applicable Law or as otherwise permitted by the Agreement, either during the term of the Agreement or after the termination of the Agreement. Prior to any disclosure of Confidential Information as required by Applicable Law, the Recipient shall (i) notify the Discloser of any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated, and (ii) cooperate, at Discloser’s expense (including reasonable legal fees and expenses incurred by Recipient) with the Discloser’s reasonable, lawful efforts to resist, limit or delay disclosure.
    5. Return/Destruction of Materials. Upon the termination of these Platform Terms or of the Agreement, or at any time upon the request of a Party, the other Party shall return or, at the requesting Party’s election, destroy, all Confidential Information, including Customer Information, in the possession of such Party or in the possession of any third party over which such Party has or may exercise control, so long as, in each case, doing so does not violate Applicable Law or is not required in connection with the Services or for Audit purposes.
    6. Exceptions. With the exception of the obligations related to Customer Information, the obligations of confidentiality set forth in the Agreement shall not apply to any information which a Party rightfully has in its possession when disclosed to it by the other Party, information which a Party independently develops, information which is or becomes known to the public other than by breach of the Agreement or information rightfully received by a Party from a third-party without the obligation of confidentiality. If a Party determines that it is required to file the Agreement with any governmental agency as a material agreement of such Party, such filing Party shall, to the extent permitted by Applicable Law, request confidential treatment of sensitive terms from such government agency.
    7. Unauthorized Use or Disclosure of Confidential Information. Each Recipient agrees that any unauthorized use or disclosure of Confidential Information of the Discloser might cause immediate and irreparable harm to the Discloser for which monetary damages might not constitute an adequate remedy. In that event, the Receiver agrees that injunctive relief may be warranted in addition to any other remedies the Discloser may have. In addition, the Receiver agrees promptly to advise the Discloser by telephone and in writing via facsimile or e-mail of any security breach that may have compromised any Confidential Information and of any unauthorized misappropriation, disclosure, or use by any person of the Confidential Information of the Discloser which may come to its attention and to take all steps at its own expense reasonably requested by the Discloser to limit, stop or otherwise remedy such misappropriation, disclosure or use.
    8. Non-Circumvention. During the Term and for two (2) years thereafter, Partner shall not, directly or indirectly, use Company’s Confidential Information or any knowledge of Company’s business relationships, banking partners, service providers, or vendors obtained through the Services to replicate the Services, circumvent Company’s role, or assist any third party in doing so. This prohibition does not apply to relationships Partner can demonstrate it maintained independently prior to the Effective Date through documentary evidence satisfactory to Company. Any breach of this Section constitutes a material breach of these Platform Terms. This Section survives any termination or expiration of these Platform Terms.
16. Notices.

    1. We agree that you may accept notice of unauthorized activity from a Customer on our behalf, and you shall inform each Customer that notification of unauthorized activity and any complaints regarding a Customer Account will be accepted by you.
    2. To the extent permitted by Applicable Law, each Party shall promptly provide written notice to the other Party of any material adverse change in its business, properties, assets, or conditions (financial or otherwise), including any tax deficiencies or other proceedings before Governmental Bodies that might reasonably be expected to materially and adversely impact such Party’s ability to fulfill its obligations under the Agreement.
    3. If you or any Service Provider receives notice of a customer complaint from any third party, including any Regulatory Authority or consumer protection or advocacy organization, directly asserting a compliance or regulatory violation related to our participation in a Program, you shall, unless prohibited by Applicable Law, promptly forward such complaint and any written documentation related to such complaint to us for review, investigation, and resolution. Unless otherwise permitted by us, you shall not respond to any complaining party on our behalf. You shall use commercially reasonable efforts to cooperate with us in the reasonable resolution of any such complaints.  The Parties shall coordinate and cooperate to promptly respond to all Customer complaints and requests from any Regulatory Authority.
    4. You shall promptly notify us of any Payment Card activities that you suspect may involve fraud, money laundering, terrorist financing, or other actual or suspected violations of Applicable Law. The Parties shall cooperate to perform all necessary and prudent security functions to minimize fraud in the Payment Card Program due to lost, stolen, or counterfeit Payment Cards and fraudulent Payment Card applications.
    5. In the event of any Supervisory Objection, we shall advise you in writing of such Supervisory Objection and share with you the relevant portions of any written documentation, to the extent not specifically prohibited by Applicable Law. Following receipt of such Supervisory Objection, the Parties shall in good faith consult as to the appropriate action to be taken to address such Supervisory Objection. To the extent any Supervisory Objection applies to your obligations hereunder, you shall take all actions deemed necessary by us, in our commercially reasonable discretion, to address such Supervisory Objection in the manner and time period specified by us. We may seek specific performance under this Section.
17. Information Security.

    1. Each Party warrants that it has established an information security program that contains appropriate physical, administrative, and technical measures designed to (a) ensure the security and confidentiality of Customer Information; (b) protect against any unanticipated threats or hazards to the security or integrity of such information and (c) protect against the unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. Such information security program shall also be designed to comply with these Platform Terms, the Agreement, the Compliance Policies, the Applicable Laws, and the objectives of the security and confidentiality guidelines of the federal Banking agencies’ Interagency Guidelines Establishing Standards for Safeguarding Customer Information and the Interagency Guidelines Establishing Information Security Standards, including by implementation of appropriate policies, procedures and other measures designed to protect against unauthorized access to or use of Customer Account Data associated with the Services maintained or used by you that could result in substantial harm or inconvenience to any Customer, and the proper disposal of Customer Information.
    2. You shall implement and maintain multi-factor authentication for all websites, applications, mobile applications, and interfaces that provide Customers access to any Services provided through any Program. You acknowledge that failure to maintain adequate authentication controls poses significant security and reputational risks to us and may result in immediate suspension or termination of Services.
    3. Each Party shall conduct regular testing of its security systems and safeguards, including penetration testing and vulnerability scans.
    4. Each Party shall further ensure that any Service Provider it engages that has access to Customer Information shall maintain similar security measures and response programs.
    5. Information Security Incidents.

       1. “Information Security Incident” means a security breach at Party that results in any actual or reasonably suspected unauthorized  use, disclosure, or acquisition of, or access to, any Customer Account Data that is a direct result of (i) such Party’s breach of its obligations in this Section 17; (ii) a Party finding malware, viruses, logic bombs, trojan horses, etc. in its production systems; (iii) a Party’s inadvertent or unauthorized release of any Customer Account Data; (iv) a Party’s inadvertent cross-mixing of Customer Account Data between different Customers; (v) data entrusted with a Party (Confidential Information or Customer Account Data) being in possession of an unauthorized third party which data release is detected by such Party; or (vi) any other security incident relating to Customer Account Data which would constitute a violation of Applicable Law.
       2. If a Party reasonably believes that an Information Security Incident has occurred and reasonably believes that such Information Security Incident has compromised the other Party’s Confidential Information, including Customer Account Data, such Party shall: (i) promptly initiate response measures designed to identify the nature and scope of the incident; (ii) notify the other Party’s designated primary contact (or another contact as designated by each Party) as soon as practicable, but no event later than forty-eight (48) hours after the discovery of an Information Security Incident, subject to any law enforcement investigation; and (iii) promptly complete any required forms related to the Information Security Incident provided by the other Party. Such notice shall summarize in reasonable detail the effect on the other Party and its Customers, if known, of the Information Security Incident and the corrective action taken or to be taken by such Party. The Party that has incurred the Information Security Incident shall promptly take all necessary corrective actions (at its sole cost and expense) and shall cooperate with the other Party and all reasonable and lawful efforts to mitigate the effects of such Information Security Incident. Subject to applicable legal, regulatory, or law enforcement requirements, a Party must obtain the approval of the other Party prior to the publication or communication of any filings, communications, notices, press releases, or reports related to any Information Security Incident that expressly mention a Party. A Party will provide regular updates to other Party of its efforts to correct such Information Security Incident.  In addition, the Company will cooperate with us to generate any press releases, call center scripting, and/or FAQs for inquiries that we may receive.
       3. Each Party shall obligate, by a written agreement, its Service Providers who have access to Customer Account Data to adhere to such Party’s policies and practices implementing the foregoing obligations.
       4. If you or your service providers suffer an Information Security Incident, you must reimburse us on demand for all notice related costs incurred by us arising out of or in connection with any such Information Security Incident.
18. Reselling Services.

    1. You shall not, directly or indirectly, resell, sublicense, distribute, white-label, offer, bundle, repackage, or otherwise make available or commercialize the Services in any form to or for the benefit of any third party, regardless of whether compensation is received, without a separate written agreement signed by an officer of Signify expressly authorizing such activity. Without limiting the foregoing, you shall not knowingly permit, facilitate, or enable any of your Customers or any other person to transfer, resell, assign, or otherwise make available any Payment Card, Payment Card Account, or access thereto to any third party who has not successfully completed our required know-your-customer and identity verification processes. You shall have an affirmative obligation to actively monitor for, detect, and prevent any card transfer, card resale, or account sharing schemes involving Payment Cards or Payment Accounts issued in connection with any Program. You shall be strictly liable for any such misuse, transfer, or resale by your Customers or any other person who obtained access to a Payment Card or Payment Card Account through your platform, regardless of whether you had actual knowledge of such activity. Any purported resale, sublicense, transfer, or other activity in violation of this Section shall be null and void and shall constitute a material breach of these Platform Terms.
    2. You shall not, and shall not permit any third party to (i) circumvent, disable, or interfere with any security, access control, usage limitation or monitoring feature of the Services; (ii) access or use the Services through any means not expressly authorized by us; (iii) attempt to gain unauthorized access to any systems, networks, or data associated with the Services; or (iv) take any action designed to avoid or bypass any fees, limits, or restrictions applicable to your use of the Services. Any violation of this Section shall constitute a material breach of these Platform Terms and may result in immediate suspension or termination of your access to the Services without notice or liability to us.

Exhibit A

Definitions

In addition to the terms defined in these Platform Terms and in the Agreement, the following terms shall have the following meanings:

1. “Account Data” has the definition provided in the PCI Standards.
2. “Affiliate” means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the outstanding voting securities or other controlling interest in such entity. Signify’s Affiliates may exercise any of Signify’s rights and perform any of Signify’s obligations under these Platform Terms and the Agreement without restriction.
3. “Applicable Law” means any: (a) statute, ordinance, permit, treaty, rule, regulation, law, or common law interpretation of any law applicable to a party; (b) bulletin, judgment, order, decree, injunction, request, recommendation, direction, guidance, examination, or determination of any Regulatory Authority with jurisdiction or authority over a party; or (c) any negotiated settlement, order or agreement by a party with an arbitrator or a Regulatory Authority.  Without limitation, Applicable Law includes each of the following, along with any applicable implementing regulations:  (i) the Truth In Lending Act; (ii) the Equal Credit Opportunity Act; (iii) the Fair Credit Reporting Act; (iv) the Fair Debt Collection Practices Act; (v) the Electronic Fund Transfers Act; (vi) the Bank Secrecy Act; (vii) the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801, et. seq., (viii) the prohibition against unfair and deceptive acts and practices in the Federal Trade Commission Act; (ix) the USA PATRIOT Act; (x) the Consumer Credit Protection Act; (xi) the Consumer Financial Protection Act; (xi) the Servicemembers Civil Relief Act; (xii) the Military Lending Act; and all other applicable laws, rules, and regulations of any country, state, or subdivision thereof.
4. “Cardholder” means a Customer who has been issued a Payment Card.
5. “Card Issuing” means the comprehensive suite of payment card program management and card settlement services provided by Signify, Issuer, or their respective Affiliates or service providers in connection with any Payment Card Program, including but not limited to card program design and implementation, BIN sponsorship, transaction authorization and processing, card production and fulfillment, settlement and funding operations, fraud monitoring, compliance management, cardholder servicing support, and related technology and platform services. Signify may modify, expand, or reconfigure such Card Issuing services in its sole discretion to meet the requirements of any Payment Card Program or applicable business needs.
6. “Change in Control” means there occurs a merger, consolidation, or sale of all or substantially all assets or other corporate transaction involving your corporation or other applicable legal entity, in each case, with respect to which the stockholders of your corporation or other applicable legal entity immediately before such transaction do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting power of Company or the other corporation resulting from such transaction; provided, however, (i) a corporate reorganization and (ii) a financing transaction by Company involving the issuance of newly issued securities where no one new stockholder (including its Affiliates and those acting in concert with it) owns more than twenty-five percent (25%) at the close of the financing transaction shall not constitute a Change in Control.
7. “Compliance Policies” means the policies, procedures, and requirements established by Signify and/or Issuer relating to regulatory compliance, risk management, and Program operations, as updated from time to time.
8. “Confidential Information” means any computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), technology, finances, customers, plans, product developments, unannounced products and services, forecasts, strategies, Program Data, transaction Data, Cardholder data, personal data, the terms of these Terms , and any other data or information, oral or written (electronic, digital, or otherwise), that relates to our or our Affiliates’ business activities.  Confidential Information also includes, but is not limited to, and information that is subject to any confidentiality and/or non-disclosure agreement between the Parties that may be effect as of the date of these Terms.
9. “Customer” means an individual or entity that (i) holds a Payment Card Account;  and/or (ii) is the end-user of any other Services.
10. “Customer Account” means a Payment Card Account offered pursuant to a Program.
11. “Dispute” means any claim, controversy, or dispute between you and us, our processors, Signify Partners, suppliers or licensors (or their respective Affiliates, agents, directors or employees), including any claims relating in any way to these Terms, the Services or any other aspect of our relationship.
12. “Effective Date” means the effective date of the Agreement.
13. “Insolvency Event” means a set of circumstances pursuant to which you (a) are unable to perform under these Terms and become or are declared insolvent, are unable to pay your debts as they fall due or admit your inability to pay your debts, or are the subject of any liquidation or insolvency proceedings, including the appointment of a receiver or similar officer for you or your business; (b) make an assignment for the benefit of all or substantially all your creditors; (c) enter into an agreement for the composition, extension, or readjustment of all or substantially all your debts or obligations; or (d) file a voluntary bankruptcy or insolvency petition, application or order, or have an involuntary bankruptcy or insolvency petition, application or order filed against you and such involuntary petition is not dismissed within 60 days of the petition's filing.
14. “Intellectual Property” or “IP” means a party’s rights in all original, divisional, continuation, continuation-in-part, extensions, foreign applications, utility models and re-issues of patents; patent applications; copyrights, copyright applications and registrations, trade secrets, service marks, trademarks, trademark applications; moral rights and all other proprietary and intellectual property rights.
15. “Issuer” means Third National, a Puerto Rico licensed lender, in its capacity as issuer and lender with respect to Payment Card Accounts and Payment Cards.
16. “Marketing Materials” means all promotional materials, documentation, and announcements that relate to the Programs or refer to us by name, including but not limited to, email solicitation messages, published advertising (such as newspaper and magazine advertisements), Internet media, Card art, displays, social media posts, blogs, tweets, texts, banner ads, telemarketing scripts, television or radio advertisements, brochures, postcards, signage, frequently asked questions, interview or public speaking scripts and talking points, sales materials, and press releases intended for public dissemination or to promote, advertise and/or market the Programs or refer to Signify by name.
17. “Losses” means any and all losses, liabilities, obligations, damages (including direct, indirect, incidental, consequential, special, exemplary, and punitive damages), judgments, awards, settlements, fines, penalties (including civil money penalties and regulatory penalties), assessments, deficiencies, taxes, interest, fees (including Payment Network fees, interchange fees, and chargeback fees), costs, attorneys’ fees, and any other expense of any kind or nature whatsoever.
18. “Partner Account” means an account established by Signify for Partner to access and use the Services under these Platform Terms.
19. “Payment Card” means any credit card, charge card, or other payment card issued by Issuer in connection with any Program under authority from a Network.
20. “Payment Card Program” means any Program designated by Signify in its sole discretion pursuant to which Payment Cards are issued under the authority of a Network, including any card issuing program, credit card program, BIN sponsorship arrangement, or co-brand program, in each case subject to these Platform Terms. For the avoidance of doubt, Card Issuing services are provided by Signify, Issuer, or their respective Affiliates or service providers in connection with each Payment Card Program. Signify reserves the right to modify, suspend, or revoke such designation at any time in its sole discretion.
21. “Payment Card Account” means an account associated with a Payment Card established by Issuer for a Customer.
22. “Payment Card Agreement” means the agreement between Issuer and Customer governing the terms and conditions of a Payment Card and Payment Card Account.
23. “Payment Network” or “Network” means (a) Visa Inc., Visa USA Inc., Visa International, Inc.  (b) Mastercard Incorporated, Mastercard Worldwide, Inc., and Mastercard International Incorporated, (c) American Express, (d) JCB Co., Ltd. (e) Discover Financial Services and Diners Club International, (f) China UnionPay and UnionPay International; (g) the Automated Clearing House; (h) the Society for Worldwide Interbank Financial Telecommunication; (h) the Clearing House LLC; (i) the operators of one or more ATM debit networks; (j) enablement partners that provide services connecting, processing and issuing on (a) through (i) to and (k) any similar entity, organization, affiliation or association, or any future Affiliate or successor of any such entity that (i) operates a payment network; or (ii) promulgates and enforces the operating rules and regulations of a payment network.
24. “Person” means a natural person, company, partnership, sole proprietorship, joint venture, incorporated or unincorporated entity, or any other form of entity, with or without a separate legal personality.
25. “PCI DSS” means the Payment Card Industry Data Security Standard, or any successor requirements, as each may be amended or otherwise modified from time to time.
26. “Platform Minimums” means the minimum owed by Partner to Signify each month and are in addition to any base program fee.
27. “Program” means any Payment Card Program, Virtual Account Services program, digital asset conversion program, wallet program, or other financial product or service arrangement or offering provided by or through us under the Agreement and these Platform Terms, including any future products, services, features, or offerings that we may elect to provide in our sole discretion. Each Program shall be subject to our prior written approval, ongoing oversight, and control. All Programs shall be governed by the Agreement, these Platform Terms (including any applicable service-specific Exhibits), as each may be amended by us from time to time.
28. “Program Data” means cardholder data, transaction data, underwriting and risk management data, card fees, pricing, discounts, rebates, offers, promotions, and all other information collected or generated by either party in connection with a Cardholder’s use of the services.
29. “Regulatory Authority” means any of the following with apparent authority that asserts such apparent authority over these Platform Terms or either party: (a) a country, state, county, city, town, borough, village, district or other jurisdiction; (b) a federal, state, local, municipal, non-United States or other government; (c) a governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity); (d) a multinational organization or body; (e) a body exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including a self-regulatory body; or (f) an official of any of the entities listed in this paragraph; but which does not include the Payment Networks.
30. “Signify” means Signify Holdings, Inc., a Delaware corporation with a principal address located at 2810 N Church Street STE 59466 Wilmington, DE 19802.
31. “Signify Partners” means the one or more partners we work with to facilitate the Program including, without limitation and to the extent applicable, one or more banks, licensed entities, partners for card issuance and ACH services.
32. “Supervisory Objection” means any objection, concern, criticism, or required corrective action communicated by a Regulatory Authority with respect to any aspect of a Program or the activities of Company or its Service Providers.
33. “USDC” means a digital token issued by Circle Internet Financial, LLC (“Circle”), that operates on one or more blockchains.  We are not affiliated with Circle.
34. “We,” “us,” and “our” means (a) Signify, except where a provision expressly states that it applies to Issuer; and (b) Issuer solely with respect to (i) underwriting, credit decisioning, account establishment, issuance, and servicing responsibilities performed by Issuer, and (ii) any provisions that by their nature relate to Issuer’s regulatory, Network, or safety and soundness obligations.
35. “You”, “your,” “Partner” and “Company” means the entity that entered into the Agreement with us subject to these Platform Terms.

Exhibit B

Prohibitions List

The current version of Signify’s Prohibitions List is provided online and available for download at:https://legal.raincards.xyz/legal/prohibitions

‍Exhibit C

Receivables Purchase Terms

If approved by Issuer, Company may be eligible to purchase certain Receivables (as defined below), owned by us and that we may desire to sell to you, to the extent offered by Issuer for sale in accordance with this Receivable Sale Schedule (“Schedule”).

1. Definitions.

   1. “Applicant” means a Person who requests a Payment Card Account from us.
   2. “Application” means any request from an Applicant for a Payment Account in the form required by Issuer.
   3. “Borrower” means an Applicant or other Person for whom Issuer has established a Payment Account.
   4. “Payment Account” means a Payment Account under these Terms.
   5. “Daily Purchase Statement” means the transaction list prepared each day that contains the computation of the Sale Amount to be paid by you to us.
   6. “Funding Date” means the date the Issuer originates a Payment Card Account advance for the Borrower.
   7. “Interim Interest” means for each Receivable purchased from Issuer hereunder, the interest that accrued on the Receivable between the Funding Date and the Purchase Date based on the stated interest rate in the Payment Card Account Agreement (in the case of a variable interest rate, to be determined based on index rate in effect on the Purchase Date), calculated on a calendar day basis.  For the avoidance of doubt, the calculation of Interim Interest shall disregard any grace period or promotional interest, delinquency interest, penalty interest or otherwise adjusted interest rate applicable to the Payment Card Account.
   8. “Platform” means an application programming interface or online dashboard made available by us to you.
   9. “Purchase Date” means each date on which you pay us the Purchase Price for a Receivable and, pursuant to this Exhibit, acquire such Receivable from Issuer. The Parties acknowledge that, except where restricted by Applicable Law, there may be multiple purchases of Receivables on a given date and sales of Receivables may occur on a 24 hour, 7 days a week basis.
   10. “Purchase Price” means, with respect to any Receivable, the sum of (i) the principal amount of the Payment Account advance, plus (ii) the Interim Interest.
   11. “Receivable Account” means the Payment Card Accounts designated as such by Issuer pursuant to this Exhibit.
   12. “Receivable” means, with respect to any Payment Card Account of any Borrower, any right to payment from or on behalf of the Borrower in respect of the Payment Card Account, and each Receivable includes any existing, as well as the right to payment of any future, interest charges associated with such Receivable.  Each Receivable includes all rights of Issuer to payment under the Payment Card Account Agreement with such Borrower.
   13. “Sale Amount” means the Purchase Price of all Receivables sold by us to you on a Purchase Date.
   14. “Settlement Account” means an account owned by Issuer to which the Sale Amount is paid.
2. Purchase of Receivables and Payment to Issuer; Reporting to Issuer.

   1. We may sell, transfer, assign, set-over, and otherwise convey to you, without recourse, except to the extent of the representations in this Exhibit, on each Purchase Date, all or a portion of the Receivables relating to the Payment Card Account advances funded by Issuer.  We shall provide notice to you through a dashboard, API connections, or through such other means as mutually agreed to by the Parties, of which Receivables, if any, we are electing to sell to you. You shall, if offered by us, purchase such Receivables from us, and you shall pay to us the Purchase Price on each Purchase Date in accordance with the provisions of this Exhibit.  Notwithstanding the foregoing, we shall not sell, and you shall not be obligated to purchase or pay the Purchase Price for, any Receivable which has been prepaid or otherwise cancelled in full prior to the related Purchase Date.  Notwithstanding anything contained herein to the contrary, we shall have no obligation to sell Receivables to you.  Any Payment Card Account for which we have sold Receivables shall be designated a “Receivable Account.” For purposes of clarity, if you fail or refuse to purchase any Receivables offered in accordance with this Exhibit, we may, in our discretion, suspend its performance under the Agreement or these Terms.
   2. With respect to each Payment Card Account advance made by us during the term of the Agreement with respect to which we offer to sell the Receivable to you, we sells, transfers, assigns, sets over, and otherwise conveys to you the related Receivable and all rights related thereto, including all rights to refunds, credits or adjustments relating to such Receivable, all interest accruing on such Receivable, all collection on such Receivable (including any collections received prior to the Purchase Date), and all proceeds of the foregoing, without recourse, except to the extent of the representations in this Exhibit, in accordance with this Exhibit, on the related Purchase Date and upon our receipt of the Sale Amount.  For avoidance of doubt, the sale of a Receivable hereunder shall not affect our ownership of the Payment Card Account.  In the event we shall receive any payment, whether voluntary, through the exercise of any right of setoff or otherwise, with respect to any Receivable which we have sold to you, and including any payment received by us prior to the Purchase Date, then you shall be entitled to receive such payment in respect of the related Receivable, subject to any reduction permitted pursuant to the express terms of this Exhibit and except to the extent such payment was not reflected in the Purchase Price or Payment Account.
   3. We will make available to you a Daily Purchase Statement on the Platform.  You explicitly agree to allow us to debit any connected accounts or prefunded reserve balances for the Sale Amount on the Purchase Date. If there are no connected accounts or prefunded reserve balances, you must effect payment to us of the Sale Amount as described on such Daily Purchase Statement no later than 12:00 pm eastern time on the Purchase Date.  Such payment shall be made by a mutually agreed upon means. If utilizing a Settlement Account, prior to the first Purchase Date, we will provide you with the account number and routing number for the Settlement Account.
   4. To the extent that such materials are in our possession, upon your request, we agree to cause to be delivered to you, at your cost, account files on all Receivables purchased by you pursuant to this Exhibit.  Such files will include the Application for the Payment Card Account, the Payment Card Account Agreement, confirmation of delivery of the Payment Card Account Agreement to the Borrower, and such other materials as you may reasonably require (all of which may be in electronic form); provided that we may retain copies of such information as owner of the Payment Card Account or as necessary to comply with Applicable Laws.
   5. When a Payment Card Account is permanently closed to further Payment Card Account advances, and to the extent that we have sold all of the Receivables outstanding on such Payment Card Account to Company, we may offer to assign or transfer such Payment Card Account to you for no additional consideration, and you shall accept assignment or transfer of such Payment Card Account from us on the next Purchase Date, provided that you may designate a third party reasonably acceptable to us to which the Payment Card Account shall be transferred.
3. Ownership of Payment Accounts and Receivables.

   1. We shall retain ownership of the Payment Card Accounts after each Purchase Date, unless sold to you in accordance with this Exhibit.  You agree to make entries on your books and records to clearly indicate your ownership of the Payment Card Accounts as of each Purchase Date.
   2. On and after each Purchase Date, automatically upon your payment of the Purchase Price on each such date, you shall be the sole owner for all purposes (e.g., tax, accounting, and legal) of the Receivables purchased from us on such date and you shall be entitled to all of the rights, privileges, and remedies applicable to said ownership interest, including the right to pledge, transfer, sell, assign, or exchange the Receivables).  For all Receivables sold hereunder, we shall remain the sole owner of such underlying Payment Card Account until such Payment Card Account is subsequently sold or transferred in accordance with the terms of this Exhibit.  We agree to make entries on our books and records to clearly indicate the sale of applicable Receivables to you as of each Purchase Date.  You agree to make entries on your books and records to clearly indicate the purchase of applicable Receivables as of each Purchase Date and that ownership of the Payment Account is retained by us.  The Parties each intend the transfer of Receivables under this Schedule to be a true sale by us to you of the economic interests in the Receivable and any payments and proceeds relating thereto and that is absolute and irrevocable.  Each Party will cooperate with the other Party in good faith and promptly and duly execute and deliver or will promptly cause to be executed and delivered such further instruments and documents and take such further actions as are reasonably requested by the other Party to confirm the sale of the Receivables and/or for the purpose of obtaining or preserving the full benefits of this Schedule, including, the filing of any financing or continuation statements under the UCC or other applicable law in effect in any jurisdiction with respect to the operation of the Program and the transfer of ownership of the Receivables.  At any time and from time to time, each of the Parties will promptly and duly execute or deliver or will promptly cause to be executed or delivered such further instruments and documents and take such further actions as are reasonably requested by the other Party for the purpose of obtaining or preserving the full benefits of this Schedule.
   3. We do not assume and shall not have any liability to you for the repayment of any Receivable or the servicing of the Receivables after the related Purchase Date.
   4. You, or any subsequent owner of the Receivables, may (i) securitize the Receivables, or any amounts owing thereunder, or (ii) issue an “asset-backed security” (as defined under 17 C.F.R. § 229.1101(c) or Section 3(a)(77) of the Securities Exchange Act of 1934) backed by the Receivables or any amounts owing thereunder, in each case, without our prior written consent;  provided that all of the following conditions are met:

   5. 1. We shall not be required to maintain any ongoing ownership interest in the Receivables after the sale thereof to you, and we shall not be required to make any informational reports or filings with respect to the securitization or other financing transaction or be required to incur any costs or expenses in connection with such securitization or other financing transaction unless the you (or some other creditworthy entity reasonably acceptable to us) have agreed in writing to promptly and fully reimburse us for such out-of-pocket costs and expenses.
      2. We will not be deemed to be the “sponsor” or “depositor” under any rule, regulation or order of the Securities and Exchange Commission with respect to such transaction.
      3. We will not be required to waive or agree to impair any of its rights or remedies under the Agreement, the Terms, or this Exhibit.
      4. Any identification of us by name and any description of the Program have been approved by us.
   6. You must include a provision in any agreement by which you sell or transfer Receivables requiring such transferee to comply with the terms of this subsection and requiring such transferee to include such a provision in subsequent transfers of the Receivables. You shall ensure that final copies of all offering documents and investor presentations (or similar financing documents, as applicable) in connection with any such transaction are promptly provided to us.
   7. Notwithstanding anything to the contrary in this Exhibit, but without diminishing any of our rights to Receivables once they are sold to you, we may sell, participate, pledge, or otherwise transfer any Receivables (or interest in Receivables) owned by us as well as any Payment Card Accounts or Receivables Accounts. We will consider in good faith, potential purchasers of Payment Card Accounts presented by you that are, in our reasonable determination, qualified to purchase said Payment Card Accounts and provided that the terms of purchase are reasonably acceptable to us.
   8. Without characterizing any Receivable as a “security” within the meaning of the Securities Act of 1933 as amended (“’33  Act”) or any state “blue sky” law, you represents to us that you are acquiring each Receivable solely for your own account for investment purposes only and with no present intention of selling or distributing the same publicly or making any further distribution thereof in violation of the ’33 Act; provided, however, that, in each case subject to any restrictions elsewhere in this Exhibit, the Terms, or in the Agreement, you may sell, subparticipate, pledge, securitize, or otherwise transfer (in whole or in part) any Receivable purchased by you pursuant to this Exhibit if such sale, subparticipation, pledge, securitization or transfer is consistent with the ’33 Act.
   9. We hereby consent to your sharing information regarding Receivables acquired hereunder by you (other than any personally identifiable information of Borrowers), and the Payment Card Accounts relating to such Receivables with potential financing partners, provided that such potential financing partner has entered into a standard form of nondisclosure agreement, which form shall be subject to our approval.
4. Additional Representations and Warranties. In addition to our other representations and warranties in the Agreement, the Terms, and this Exhibit, Issuer we represent and warrant to you that:

   1. Immediately prior to each transfer and assignment of Receivables herein contemplated, to its actual knowledge, assuming performance by you of your obligations under these Terms and the Agreement, we (i) have good and marketable title to each Receivable and the related Payment Card Account and (ii) are the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others;
   2. With respect to each Receivable sold on any Purchase Date by us to you, (i) except as disclosed to you, we have not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Receivable  or (y) that could be reasonably expected to impair the enforceability of such Receivables (except that such representation does not extend to any action by you or your agents) and (ii) upon our receipt of the related Purchase Price, we shall have conveyed to you all of our right, title and interest in each Receivable sold hereunder subject to no prior security interest in favor of any other creditor; and
   3. The representations and warranties set forth in this section shall survive the sale, transfer and assignment of the Receivables to you pursuant to this Exhibit and shall be made continuously throughout the term of the Agreement, including on each Purchase Date.
5. Conditions Precedent. Our obligations in this Exhibit to sell any Receivable are subject to the satisfaction of the following conditions precedent on or prior to each Purchase Date:

   1. As of each Purchase Date, unless waived by us, no action or proceeding shall have been instituted or, to our knowledge, threatened against a Party to prevent or restrain the consummation of the purchase or other transactions contemplated hereby, and, on each Purchase Date, there shall be no injunction, decree, or similar restraint preventing or restraining such consummation; and
   2. Each Party’s representations and warranties as set forth in the Agreement, these Terms, and this Exhibit are true and correct in all material respects, unless waived by the other Party, on each Purchase Date as though made on and as of such date.
6. For the avoidance of doubt, nothing contained in this section shall be construed to limit, restrict or modify Issuer’s continuing obligations with respect to Receivables previously sold by Issuer.

Exhibit D

Virtual Account Services

1. Purpose and Applicability. This Exhibit D applies only when the Services include Virtual Account Services under these Platform Terms. The terms in this Exhibit supplement and do not replace the Platform Terms, except where expressly stated herein. In the event of any conflict between this Exhibit and the Platform Terms with respect to Virtual Account Services, the terms of this Exhibit shall control. For the avoidance of doubt, the indemnification and limitation of liability provisions set forth in the Platform Terms shall apply to all matters arising under this Exhibit.
2. Definitions. In addition to the definitions set forth in Exhibit A to these Platform Terms, the following definitions shall apply to this Exhibit:

   1. “End-User” means an individual or entity that accesses Virtual Account Services through Partner’s platform.
   2. “Third-Party Providers” means the third-party service providers that have contracted directly with Rain Products to enable the Virtual Account Services, as identified in the Virtual Account User Terms and as may be changed by Rain Products from time to time in its sole discretion. Signify is not a party to any agreement between Rain Products and any Third-Party Provider, and Signify shall have no obligations or liability to Partner, any End-User, or any Third-Party Provider arising out of or related to such agreements.
   3. “Rain Products” means Rain Products, Inc., a wholly owned subsidiary of Signify that facilitates the provision of the Virtual Account Services. Rain Products acts as Signify’s designated operational subsidiary for all purposes under this Exhibit. References to Signify in this Exhibit shall include Rain Products acting in its capacity as Signify’s designated operational subsidiary. References to Rain Products shall not independently limit or restrict Signify’s own rights and authorities under this Exhibit or these Platform Terms.
   4. “Virtual Account Services” means the virtual account software, systems, and services that Rain Products may provide to End-Users from time to time, which currently include Virtual Accounts, Onramps, and Offramps, as defined below (each of which is subject to availability, eligibility, applicable geographic restrictions, and Rain Products’ sole discretion). Licensed Third-Party Providers custody and control the End-User’s fiat currency and stablecoins, as applicable, in connection with the Virtual Account Services.

      1. “Virtual Accounts”: static fiat currency payment routing instructions (including account numbers, routing numbers, and other payment identifiers) created following completion of applicable identity verification requirements. The End-User’s fiat currency underlying the Virtual Account is maintained in one or more custodial accounts owned and controlled by a licensed Third Party Provider and established for the benefit of End-Users. A Virtual Account functions solely as a passthrough mechanism for the movement of the End-User’s fiat currency and does not provide a stored value balance.
      2. "Onramps”: Rain Product’s facilitation of licensed Third-Party Providers’ exchange of the End-User’s fiat currency to stablecoins, utilizing payment rails that may include ACH, FedWire, and other electronic payment methods as determined by Rain Products and such Third-Party Providers, and delivery of such stablecoins to any blockchain address specified by the End-User.
      3. “Offramps”: Rain Product’s facilitation of licensed Third-Party Providers’ exchange of the End-User’s stablecoins to fiat currency and delivery of such fiat currency to a bank account specified by the End User, utilizing payment rails that may include ACH, FedWire, and other electronic payment methods as determined by Rain Products and such Third-Party Providers.
      4. Support for certain stablecoins and blockchain networks as Rain Products may determine from time to time in its sole discretion.
      5. Support for both first-party transfers (between the End-User’s own bank accounts and blockchain addresses) and third-party transfers, subject to applicable compliance requirements and restrictions.
   5. “Virtual Account User Terms” means Rain Products’ Virtual Account User Terms of Service as made available to your End Users and as amended by Rain Products from time to time in its sole discretion.
3. Partner Obligations. Partner shall comply with all of the following obligations:

   1. End-User Onboarding.

      1. Partner must present the Virtual Account User Terms to each End-User prior to such End-User’s first use of Virtual Account Services and obtain End-User’s legally binding acceptance of the Virtual Account User Terms in a manner that creates a direct contractual relationship between Rain Products and such End-User.
      2. Partner shall not modify, supplement, or misrepresent the Virtual Account User Terms in any manner.
      3. Partner shall maintain complete and accurate records of each End-User’s acceptance of the Virtual Account User Terms and shall provide such records to Signify promptly upon request.
      4. Partner shall provide all End-User information required by Signify’s API documentation and as otherwise communicated by Signify from time to time, including but not limited to all know-your-customer and anti-money laundering information.
      5. Partner acknowledges that Signify may refuse to provide Virtual Account Services to any End-User in Signify’s sole discretion.
   2. Customer Service.

      1. Partner is solely responsible for providing first-line customer support to End-Users for all matters relating to Virtual Account Services, unless otherwise provided for in any written agreement between Partner and Signify.
      2. Partner shall maintain a dedicated support channel (phone, email, or chat) for End-User inquiries regarding Virtual Account Services during regular business hours in the applicable time zone.
      3. Partner shall provide a substantive response or resolution within one (1) business day of receipt of any End-User inquiry involving a failed, delayed, or disputed Virtual Account Services transaction, and within three (3) business days of receipt for all other End-User inquiries.
      4. Partner shall escalate to Signify within twenty-four (24) hours after Partner first becomes aware of any End-User complaint or issue involving: (A) suspected fraud or money laundering (including any End-User report of unauthorized activity or any other indicia of potentially fraudulent or illicit conduct); (B) regulatory or legal claims (including any written or oral communication from a Regulatory Authority, any threat of litigation, or any inquiry that could reasonably result in regulatory action or legal proceedings); (C) claims or disputes exceeding $5,000; (D) any matter involving Third-Party Providers; (E) any matter Partner cannot resolve within forty-eight (48) hours after first becoming aware of such matter; or (F) any End-User complaint or dispute that Partner reasonably believes could have a reputational, regulatory, or financial impact on Signify or Rain Products. Partner shall bear all costs, losses, and liabilities attributable to any delay in escalation beyond the timeframes set forth in this Section.
      5. Partner shall comply with all applicable consumer protection laws in providing customer support.
      6. If Partner fails to meet any customer service standard set forth in this Section, Signify may (but shall not be obligated to) assume customer service responsibilities for any or all End-Users, and Partner shall reimburse Signify for all costs and expenses incurred (including internal costs calculated at Signify’s then-current standard hourly rates) within thirty (30) days of Partner’s receipt of the relevant invoice.
4. Signify Rights and Responsibilities.

   1. Signify will cause Rain Products to make Virtual Account Services available to End-Users through Partner’s platform, subject to the terms in this Exhibit, the Platform Terms, any other written agreement between Signify and Partner regarding the Virtual Account Services, and Signify’s sole discretion. In connection with any Virtual Account Services transaction, Signify and Rain Products shall have the right, in their sole and absolute discretion, to direct the relevant Third-Party Provider to: (i) hold, delay, reverse, or refuse any transaction for any reason; (ii) refund transactions (in whole or in part) required by Applicable Law, Third-Party Providers, or internal risk or compliance policies; (iii) submit transaction data to any third party as Signify or Rain Products deems necessary or appropriate; and (iv) perform any other functions Signify or Rain Products determine are necessary or appropriate to direct the relevant Third-Party to execute, settle, or reverse a Virtual Account Services transaction. Signify and Rain Products may take any of the foregoing actions without prior notice to Partner or End-User and without any liability to Signify or Rain Products.
   2. Signify or Rain Products may modify, suspend, or discontinue Virtual Account Services (in whole or in part) at any time in its or their sole and absolute discretion, with or without notice to Partner or End-Users.
   3. Signify or Rain Products may suspend or terminate Virtual Account Services to any End-User immediately if Signify or Rain Products suspects, in its sole discretion, violation of the Virtual Account User Terms, any Applicable Laws, or the Compliance Policies.
   4. Signify may update the terms in this Exhibit, and Rain Products may update the Virtual Account User Terms, at any time in its sole discretion. Partner’s continued offering of Virtual Account Services after any such update shall constitute acceptance of such updated terms.
   5. Signify has sole control over all relationships with Third-Party Providers and may add, remove, or change Third-Party Providers at any time without Partner consent or notice.
5. Third-Party Providers. Partner acknowledges and agrees that:

   1. Virtual Account Services are facilitated entirely by Third-Party Providers over whom Signify exercises no control;
   2. Signify is not liable for any acts, omissions, failures, or defaults of Third-Party Providers;
   3. Partner has no direct contractual relationship with any Third-Party Provider and may not contact Third-Party Providers directly regarding Virtual Account Services;
   4. Partner shall not make any representations, warranties, or commitments to End-Users regarding Third-Party Providers or their services; and
   5. any disruption, modification, or termination of Third-Party Provider services may result in immediate suspension or termination of Virtual Account Services without liability to Signify or Rain Products.
6. Fees and Settlement. Partner shall pay Signify the fees for Virtual Account Services as set forth in the Agreement. In addition to such fees, if Signify or Rain Products is required to perform any manual transaction dispute resolution, reconciliation, or refund processing with respect to any Virtual Account Services transaction, Signify may charge Partner a processing fee. Partner shall be solely responsible for all costs, fees, and losses associated with any failed, misdirected, reversed or disputed Virtual Account Services transaction, except to the extent directly caused by Signify’s gross negligence or willful misconduct. All fees payable under this Section are non-refundable and shall be paid within ten (10) business days of Signify’s written demand.
7. Suspension and Termination.

   1. Signify may suspend Virtual Account Services to Partner or any End-User immediately and without notice if Signify reasonably believes: (i) Partner or any End-User has violated or may violate any Applicable Laws or the Virtual Account User Terms; (ii) continued provision of services poses any legal, regulatory, reputational, or financial risk to Signify; or (iii) any Third-Party Provider has suspended or terminated services.
   2. Signify may terminate Virtual Account Services immediately upon notice if Partner materially breaches any term of this Exhibit or the Platform Terms.
   3. Upon any termination or suspension, Partner shall immediately cease offering Virtual Account Services to all End-Users and shall fully cooperate with Signify in winding down such services, including providing all necessary End-User communications.
   4. Termination of Virtual Account Services shall not terminate the Platform Terms or any other written agreement between Signify and Partner regarding the Virtual Account Services unless both parties agree in writing.
   5. Any termination or suspension of Virtual Account Services shall not relieve Partner of its obligation to pay all fees and other amounts accrued through the effective date of such termination or suspension. All fees paid or payable hereunder are non-refundable under any circumstances.
   6. The provisions of Sections 5 (Third-Party Providers), 8 (Data), 9 (Representations and Warranties), 10 (No Additional Representations) and this Section 7 shall survive any termination or expiration of Virtual Account Services.
8. Data.

   1. Signify shall own all data generated through the Virtual Account Services, including but not limited to all End-User data, transaction data, and usage analytics.
   2. Partner receives only a limited, non-exclusive, revocable license to access and use End-User data solely to the extent necessary to perform its obligations under this Exhibit.
   3. Partner shall not sell, transfer, license, or disclose End-User data or any other data related to Virtual Account Services to any third party without Signify’s prior written consent.
   4. Upon termination of Virtual Account Services, Partner shall promptly return or destroy (at Signify’s election) all End-User data in its possession or control generated through or solely attributable to the Virtual Account Services. For the avoidance of doubt, this return or destruction obligation does not apply to End-User data that Partner holds independently in its own right pursuant to Partner’s own independent relationship with End-Users, separate and apart from the Virtual Account Services.
   5. Signify may use all data for any lawful business purpose, including analytics, product development, compliance, and marketing.
9. Representations and Warranties. Partner represents and warrants to Signify that:

   1. Partner’s use of Virtual Account Services complies with all Applicable Laws;
   2. Partner has implemented and will maintain appropriate AML/KYC procedures for its End-Users that comply with all Applicable Laws;
   3. all information provided by Partner to Signify in connection with Virtual Account Services is and will remain accurate, complete, and current; and
   4. Partner will not engage in any conduct that could damage Signify’s or Rain Products’ reputation or business relationships.
10. No Additional Representations.

    1. Neither Signify nor Rain Products makes any representations or warranties regarding Virtual Account Services other than as expressly set forth in this Exhibit or the Platform Terms.
    2. Neither Signify nor Rain Products guarantees the availability, performance, accuracy, reliability, or results of Virtual Account Services. Neither Signify nor Rain Products assumes any responsibility or liability for the ultimate delivery of funds, digital assets, or stablecoins to any destination; delivery to the correct destination is solely dependent on the accuracy and completeness of the information provided by Partner or the End-User. Partner and End-Users bear sole and exclusive responsibility for ensuring the accuracy and completeness of all payment account details, bank account information, blockchain addresses, and any other destination information submitted in connection with any Virtual Account Services transaction. Transactions initiated based on incorrect, incomplete, or erroneous information submitted by an End-User or Partner are final and irreversible, and neither Signify nor Rain Products shall have any obligation to reverse, recover, or remediate any such misdirected transaction or any resulting loss of funds, digital assets, or stablecoins.
    3. Partner acknowledges that stablecoins and digital asset transactions involve significant and inherent risks as described in the Virtual Account User Terms and neither Signify nor Rain Products shall be responsible for any losses arising from such risks, including without limitation fluctuations in value, blockchain failures, regulatory changes, or Third-Party Provider defaults.