Core Supplier Terms and Conditions

Introduction

1. Rainforest Alliance, Inc., a New York not-for-profit corporation with headquarters located at 298 5^th Avenue, 7th Floor, New York, NY 10001, U.S.A., (“RA”) is an international non- profit organization creating a more sustainable world by using social and market forces to protect nature and improve the lives of farmers and forest communities. RA develops and implements certification standards and risk assessment systems to promote sustainable agriculture.

2. These Rainforest Alliance Core Supply Chain Terms and Conditions (the “Terms and Conditions”) are binding on you in your use of Authenticate and those other information technology systems provided by RA and used by you to register, record transactions and data regarding suppliers and purchasers, provide other information to RA, or receive data (or analyses of such data) from RA, including, without limitation, traceability systems, and any other RA information technology system RA introduces (together, the “RA Online Platforms”).

Confidentiality and Transparency

1. Confidentiality. Other than as set forth herein in Section 2.2, as between you and RA, neither party shall disclose or publish any information identified as confidential by the party furnishing it without the furnishing party’s express written consent, unless (i) the disclosure is to the receiving party’s attorneys or authorized agents; (ii) disclosure is required by law or by a judicial, governmental or regulatory body; (iii) such information was publicly available prior to its disclosure by the furnishing party or thereafter becomes publicly available without any violation of these Terms and Conditions by the receiving party; (iv) the information was available to the receiving party on a non-confidential basis prior to its disclosure by the furnishing party; (v) the information becomes available to the receiving party from a person other than the furnishing party or its representatives and such person is not, to the best knowledge of the receiving party, subject to any legally binding obligation to keep such information confidential; or (vi) RA determines that such disclosure is necessary to protect the integrity of the risk assessment system and the reputation of RA. The obligations under this section 4.3 (Confidentiality) herein shall survive for a period of three (3) years following the termination of these Terms and Conditions.

2. Transparency. Notwithstanding anything to the contrary in Section 2.1 or in the Authenticate User Agreement, you acknowledge and agree that RA may share data you upload to the RA Online Platforms relating to your purchase and sale of agricultural commodities (the “Supply Chain Data”) with (i) those parties that have requested your participation in use of the RA Online Platform to upload data in order to provide transparency in their supply chains (the “Customers”) and (ii) those parties who purchase or sell agricultural commodities from such Customers (directly and indirectly), in each case only to the extent such sharing is necessary or helpful in providing Customers with transparency in their supply chain.

3. RA Internal Use. Notwithstanding anything to the contrary in these Terms and Conditions or in the Authenticate User Agreement, RA may use the Supply Chain Data for creation of analytics, benchmarks, trends and other analysis for its own internal use.

Responsible Use of RA Online Platforms

1. You acknowledge that the RA Online Platforms serve the purpose of monitoring credibility by administering transactions in agricultural products.

2. You will refrain from any action that may jeopardize the credibility, the purpose or the functionality of the RA Online Platforms. Usernames and passwords are to be kept confidential and cannot be transferred to other users without the prior written consent of RA. You shall immediately report to RA any suspected instances of unauthorized use of the RA Online Platforms, or any other suspected breaches of security.

3. You will not use the RA Online Platforms:

   1. to circumvent or manipulate the fee structure, the billing process, or fees owed to RA (if any),

   2. to post false, inaccurate, misleading or offensive content,

   3. to distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes,

   4. to distribute viruses or any other technologies that may harm RA, or the interests or property of other users of the RA Online Platforms,

   5. to copy, modify or distribute rights or content from the RA Online Platforms, or

   6. to harvest or otherwise collect information about users, including email addresses, without their (or RA’s) consent, or

   7. to use the RA Online Platforms in any way that causes, or may cause, damage to the RA Online Platforms or impairment of the availability or accessibility of such RA Online Platform, or

   8. to use the RA Online Platforms in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4. RA takes no responsibility and assumes no liability for any content posted in any RA Online Platform by you or any other user of the RA Online Platform (“User Data”) or for any report, assessment, analysis, aggregation, mapping, or similar activities conducted by RA using User Data. RA is not a party to any agreements entered into between you, Authenticate, or any parties with whom you engage in the purchase or sale of agricultural products.

5. The RA Online Platforms and the information therein are provided to you on an “as is” and “as available” basis without any representation, endorsement or warranty of any kind, express or implied (by law or otherwise), including as to (i) availability, accuracy, quality, completeness, or fitness for any purpose or (ii) freedom from bugs, defects or viruses. To the maximum extent permitted by law, RA excludes all representations, warranties, conditions, and other terms relating to the RA Online Platforms.

6. You shall ensure that each of your users of the RA Online Platforms is aware of and complies with the terms of this Section 3 and shall be responsible for their compliance. RA shall have the right to suspend or terminate your access to the RA Online Platforms in the event of any misuse or security breach by you or your users.

7. RA reserves the right to collect http header information and to make use of cookies on its systems for tracking and analytical purposes.

8. The RA Online Platforms and their contents are protected Copyright © 2025 by RA. All of the writing contained in the RA Online Platforms is the property of RA and is protected under international copyright law. All rights reserved. The contents of the RA Online Platforms may not be reproduced without RA’s prior written permission, with the following exception: Organizations may print copies for their own business use, provided that the content of the copies may not be altered and the appropriate copyright and/or trademark notice must be affixed to each copy printed, where applicable. You agree not to infringe the copyrights or other intellectual property rights of RA or of any other users of the RA Online Platforms or anyone who submits information to the RA Online Platform. You must report immediately to RA any actual or suspected violations of copyright or intellectual property rights of which it becomes aware, whether such actual or suspected violation involves RA’s rights or the rights of a third party.

9. Personal Information. With respect to the collection, processing or transfer of personal information data in connection with these Terms and Conditions, you shall comply with any and all applicable data protection laws applicable to you and/or the individual about whom the personal information will be collected, processed or transferred. Where necessary, you are responsible for obtaining consent to such collection, processing or transfer of personal information.

Other Provisions

1. No License for Use of RA Marks or Sale as RA Certified. These Terms and Conditions do not grant you any rights to use the RA name, seal, or any other RA trademarks, certification marks, logos or other proprietary designations owned by RA and its affiliates (the “RA Marks”). You may not use the RA Marks or sell product as certified by RA or certified under any RA certification program unless you have a valid license agreement with RA or otherwise have specific prior written authorization from RA regarding such use.

2. Termination and Suspension. RA may immediately suspend or terminate your participation in the RA Online Platforms if you breach or fail to comply with any of your obligations under these Terms and Conditions. Following such suspension or termination, you may reapply to participate in the applicable RA Online Platform provided you cure such breach or failure to comply with your obligations under these Terms and Conditions. Upon suspension or termination, you shall cease to have access to the RA Online Platforms.

3. Mutual Representations & Warranties. You and RA each warrant to each other that (a) they are duly organized and validly existing and have full power and legal right to consent to these Terms and Conditions on their parts to be performed; (b) the execution, delivery and performance of these Terms and Conditions have been duly authorized by all necessary corporate and governmental action; and (c) these Terms and Conditions are their valid and binding obligations, enforceable against them in accordance with their terms.

4. Dispute Resolution. In the event of any dispute, controversy or claim between you and RA relating to these Terms and Conditions, the parties shall first seek to resolve the dispute through informal discussions. In the event the parties do not resolve the dispute through informal discussions, the parties agree that any disputes shall be resolved through:

   1. If you are domiciled in the United States, litigation in a court of competent jurisdiction in New York City, New York, USA, or

   2. If you are domiciled outside the United States, binding arbitration in New York City, New York, U.S.A, in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules as in effect at the time of the claim. The appointing authority shall be the International Centre for Dispute Resolution (“ICDR”). The case shall be administered by the ICDR under its Procedures for Cases under the UNCITRAL Arbitration Rules. The language of the arbitration shall be English. The dispute shall be resolved by three arbitrators, of whom each party shall select one, with the third arbitrator to be selected by the two party-appointed arbitrators within 30 days of the appointment of the second party-appointed arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the ICDR. The decision of the arbitrators shall be final and binding upon the parties and their respective successors and assigns, and the parties agree that judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Except as may be required by law, neither a party nor any arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

5. Notices. All notices and statements to be given and all payments to be made hereunder shall be in writing and given or made electronically at the address as set forth in the RA Online Platforms. It is your responsibility to provide timely updates of your contact information on any RA Online Platform on which you are registered, and you shall be deemed to have been given valid notice sent by RA using the information on the applicable RA Online Platforms at the time such notice is delivered and such notice shall be deemed to have been received by you. Notice to RA shall be made electronically to scmapping@ra.org.

6. Governing Law. These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America (excluding New York’s choice of law rules).

7. Severability. In the event that any one or more provisions of these Terms and Conditions shall be or become invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of these Terms and Conditions shall not be affected.

8. Section Headings. Section headings in these Terms and Conditions are for convenience of reference only and are not to be taken into consideration in the interpretation hereof.

9. Language. These Terms and Conditions are prepared in the English language, which language shall be controlling in all respects. Any translations of these Terms and Conditions into any other languages are for reference only and shall have no legal or other effects.

10. Non-transferable. You shall not sell, assign, sub-license, or otherwise transfer any of your rights under these Terms and Conditions to any third party.

11. Consent. Your use of the RA Online Platforms is deemed to constitute valid and binding consent to and acceptance of these Terms and Conditions.

12. Precedence. In the event of any conflict between any agreement signed between you and RA regarding the Core program (the “Core Customer Agreement”) and these Core Terms and Conditions, the terms of the signed agreement shall prevail. No agreement you have with a party other than RA regarding the RA Online Platforms (including, without limitation, Authenticate Information Systems Ltd.) shall be binding on RA or operate as a waiver or amendment of any provisions of these Terms and Conditions.

13. If you have any questions about these Terms and Conditions or registration, please contact scmapping@ra.org.