MemGPT/example-sec-filings · Datasets at Hugging Face

text stringlengths 0 1.41k
Standards (the "CI DSS". Under the PCI DSS, we are required to adopt and
implement internal controls over the use, storage, and

38

transmission of card data to help prevent credit card fraud. If we fail
to comply with the rules and regulations adopted by the payment card
networks, including the PCI DSS, we would be in breach of our
contractual obligations to payment processors and merchant banks. Such
failure to comply may damage our relationships with payment card
networks, subject us to restrictions, fines, penalties, damages, and
civil liability, and could eventually prevent us from processing or
accepting payment cards, which would have a material adverse effect on
our business, results of operations, and financial condition. Moreover,
the payment card networks could adopt new operating rules or interpret
or reinterpret existing rules that we or our payment processors might
find difficult or even impossible to comply with, or costly to
implement. As a result, we could lose our ability to give consumers the
option of using payment cards to make their payments or the choice of
currency in which they would like their payment card to be charged.
Further, there is no guarantee that, even if we comply with the rules
and regulations adopted by the payment card networks, we will be able to
maintain our payment card acceptance privileges. We also cannot
guarantee that our compliance with network rules or the PCI DSS will
prevent illegal or improper use of our payments platform or the theft,
loss, or misuse of the credit card data of customers or participants, or
a security breach. We are also required to submit to periodic audits,
self-assessments, and other assessments of our compliance with the PCI
DSS. If an audit, self-assessment, or other assessment indicates that we
need to take steps to remediate any deficiencies, such remediation
efforts may distract our management team and require us to undertake
costly and time-consuming remediation efforts, and we could lose our
payment card acceptance privileges.

We are also subject to network operating rules and guidelines
promulgated by the National Automated Clearing House Association ("ACHA"
relating to payment transactions we process using the Automated Clearing
House ("CH" Network. Like the payment networks, NACHA may update its
operating rules and guidelines at any time, which can require us to take
more costly compliance measures or to develop more complex monitoring
systems.

*We rely on third-party payment service providers to process payments
made by guests and payments made to Hosts on our platform. If these
third-party payment service providers become unavailable or we are
subject to increased fees, our business, results of operations, and
financial condition could be materially adversely affected.*

We rely on a number of third-party payment service providers, including
payment card networks, banks, payment processors, and payment gateways,
to link us to payment card and bank clearing networks to process
payments made by our guests and to remit payments to Hosts on our
platform. We have agreements with these providers, some of whom are the
sole providers of their particular service.

If these companies become unwilling or unable to provide these services
to us on acceptable terms or at all, our business may be disrupted, we
would need to find an alternate payment service provider, and we may not
be able to secure similar terms or replace such payment service provider
in an acceptable time frame. If we are forced to migrate to other
third-party payment service providers for any reason, the transition
would require significant time and management resources, and may not be
as effective, efficient, or well-received by our Hosts and guests. Any
of the foregoing could cause us to incur significant losses and, in
certain cases, require us to make payments to Hosts out of our funds,
which could materially adversely affect our business, results of
operations, and financial condition.

In addition, the software and services provided by our third-party
payment service providers may fail to meet our expectations, contain
errors or vulnerabilities, be compromised, or experience outages. Any of
these risks could cause us to lose our ability to accept online payments
or other payment transactions or make timely payments to Hosts on our
platform, which could make our platform less convenient and desirable to
customers and adversely affect our ability to attract and retain Hosts
and guests.

Moreover, our agreements with payment service providers may allow these
companies, under certain conditions, to hold an amount of our cash as a
reserve. They may be entitled to a reserve or suspension of processing
services upon the occurrence of specified events, including material
adverse changes in our business, results of operations, and financial
condition. An imposition of a reserve or suspension of processing
services by one or more of our processing companies, could have a
material adverse effect on our business, results of operations, and
financial condition.

If we fail to invest adequate resources into the payment processing
infrastructure on our platform, or if our investment efforts are
unsuccessful or unreliable, our payments activities may not function
properly or keep pace with competitive offerings, which could adversely
impact their usage. Further, our ability to expand our payments
activities into additional countries is dependent upon the third-party
providers we use to support these activities. As we expand the
availability of our payments activities to additional geographies or
offer new payment methods to our Hosts and guests in the future, we may
become subject to additional regulations and compliance requirements,
and exposed to heightened fraud risk, which could lead to an increase in
our operating expenses.

Standards (the "CI DSS". Under the PCI DSS, we are required to adopt and

implement internal controls over the use, storage, and

38

transmission of card data to help prevent credit card fraud. If we fail

to comply with the rules and regulations adopted by the payment card

networks, including the PCI DSS, we would be in breach of our

contractual obligations to payment processors and merchant banks. Such

failure to comply may damage our relationships with payment card

networks, subject us to restrictions, fines, penalties, damages, and

civil liability, and could eventually prevent us from processing or

accepting payment cards, which would have a material adverse effect on

our business, results of operations, and financial condition. Moreover,

the payment card networks could adopt new operating rules or interpret

or reinterpret existing rules that we or our payment processors might

find difficult or even impossible to comply with, or costly to

implement. As a result, we could lose our ability to give consumers the

option of using payment cards to make their payments or the choice of

currency in which they would like their payment card to be charged.

Further, there is no guarantee that, even if we comply with the rules

and regulations adopted by the payment card networks, we will be able to

maintain our payment card acceptance privileges. We also cannot

guarantee that our compliance with network rules or the PCI DSS will

prevent illegal or improper use of our payments platform or the theft,

loss, or misuse of the credit card data of customers or participants, or

a security breach. We are also required to submit to periodic audits,

self-assessments, and other assessments of our compliance with the PCI

DSS. If an audit, self-assessment, or other assessment indicates that we

need to take steps to remediate any deficiencies, such remediation

efforts may distract our management team and require us to undertake

costly and time-consuming remediation efforts, and we could lose our

payment card acceptance privileges.

We are also subject to network operating rules and guidelines

promulgated by the National Automated Clearing House Association ("ACHA"

relating to payment transactions we process using the Automated Clearing

House ("CH" Network. Like the payment networks, NACHA may update its

operating rules and guidelines at any time, which can require us to take

more costly compliance measures or to develop more complex monitoring

systems.

*We rely on third-party payment service providers to process payments

made by guests and payments made to Hosts on our platform. If these

third-party payment service providers become unavailable or we are

subject to increased fees, our business, results of operations, and

financial condition could be materially adversely affected.*

We rely on a number of third-party payment service providers, including

payment card networks, banks, payment processors, and payment gateways,

to link us to payment card and bank clearing networks to process

payments made by our guests and to remit payments to Hosts on our

platform. We have agreements with these providers, some of whom are the

sole providers of their particular service.

If these companies become unwilling or unable to provide these services

to us on acceptable terms or at all, our business may be disrupted, we

would need to find an alternate payment service provider, and we may not

be able to secure similar terms or replace such payment service provider

in an acceptable time frame. If we are forced to migrate to other

third-party payment service providers for any reason, the transition

would require significant time and management resources, and may not be

as effective, efficient, or well-received by our Hosts and guests. Any

of the foregoing could cause us to incur significant losses and, in

certain cases, require us to make payments to Hosts out of our funds,

which could materially adversely affect our business, results of

operations, and financial condition.

In addition, the software and services provided by our third-party

payment service providers may fail to meet our expectations, contain

errors or vulnerabilities, be compromised, or experience outages. Any of

these risks could cause us to lose our ability to accept online payments

or other payment transactions or make timely payments to Hosts on our

platform, which could make our platform less convenient and desirable to

customers and adversely affect our ability to attract and retain Hosts

and guests.

Moreover, our agreements with payment service providers may allow these

companies, under certain conditions, to hold an amount of our cash as a

reserve. They may be entitled to a reserve or suspension of processing

services upon the occurrence of specified events, including material

adverse changes in our business, results of operations, and financial

condition. An imposition of a reserve or suspension of processing

services by one or more of our processing companies, could have a

material adverse effect on our business, results of operations, and

financial condition.

If we fail to invest adequate resources into the payment processing

infrastructure on our platform, or if our investment efforts are

unsuccessful or unreliable, our payments activities may not function

properly or keep pace with competitive offerings, which could adversely

impact their usage. Further, our ability to expand our payments

activities into additional countries is dependent upon the third-party

providers we use to support these activities. As we expand the

availability of our payments activities to additional geographies or

offer new payment methods to our Hosts and guests in the future, we may

become subject to additional regulations and compliance requirements,

and exposed to heightened fraud risk, which could lead to an increase in

our operating expenses.