Developer Agreement
General Terms and Conditions
These General Terms and Conditions and the Rye Order Form constitute the Rye Developer Agreement between Rye Worldwide Inc. and Developer (this “Agreement”) and is effective as of the Effective Date indicated on the Rye Order Form. This Agreement is supplemented by the Terms of Service, Privacy Policy and other terms posted on Rye’s website (collectively the “Terms”) applicable to Developer’s use of the Services. If there is any conflict between this Agreement and the Terms, this Agreement shall govern. Each of Rye and Developer are a “Party” to this Agreement.
Rye Service
Rye’s Role. Rye provides online marketing services and applications (the “Services”), including the Rye application and Rye APIs (the “Application”). Rye’s Services enable developers to work together with brands, retailers and other merchants (“Merchants”) to build an end to end e-commerce experience.
Purchases through the Application.
Purchases. Developer agrees that its customers will be deemed the purchaser of all goods purchased through the Application and is responsible for all the terms and conditions of the purchase as provided by the Merchants. Merchants shall be solely responsible for the fulfillment of orders made by customers of Developer through the Application. Developer and its customers shall deal directly with the Merchants regarding any disputes relating to such orders.
Returns. Developer and Merchant shall directly handle and resolve all returns or customer service issues relating to the purchases made through the Application. Rye shall not have any liability with respect to the fulfillment, loss and shipping of products. Rye will provide support on returns on a case-by-case basis through email at support@rye.com.
Sales/Use Taxes. Developer agrees that it is the responsibility of Developer and Merchant to determine whether sales or use taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. Developer agrees that Rye is not obligated to determine whether sales or use taxes apply and is not responsible to collect, report, or remit any sales or use taxes arising from any transaction.
Compliance with Laws. Developer agrees that the Services may be used only for lawful purposes and in a lawful manner. Developer agrees to comply with all applicable laws, statutes, and regulations. Developer may not register under a false name or use an invalid or unauthorized credit card. In addition, Developer shall take reasonable precautions to prevent its customers from using the Application for any fraudulent behavior. Rye reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
General Release; Indemnity. IF A DISPUTE ARISES BETWEEN DEVELOPER AND ANY MERCHANT, DEVELOPER (I) RELEASES RYE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, AND (II) INDEMNIFIES RYE FROM AND SUCH CLAIMS, DEMANDS, AND DAMAGES.
Revenue Share
Commissions. Rye shall collect Sales Commissions and Affiliate Rewards Commissions (collectively “Commissions”) through the Shopify or other platform API. Rye shall remit to Developer its portion of the Commissions within thirty (30) days of Rye’s receipt of such funds to the bank account designated by Developer. The payment of any Commission shall be subject to any withholding for chargebacks, returns etc. as required by Shopify or other platform and the Merchants.
Developer Revenue. Developer shall remit to Rye its portion Revenue Share collected by Developer within thirty (30) days of Developer’s receipt of such funds to the bank account designated by Rye. The payment of any Revenue Share shall be subject to any withholding for chargebacks, returns etc. as required by Shopify or other platform and the Merchants.
Right of Offset. Each Party shall have the right to offset amounts owed to the other Party under the terms of this Agreement.
Infrastructure Costs
Server Costs. In the event that Rye’s server costs exceed $100,000 stemming from supporting the integration, then Rye may request in writing that the Parties negotiate the allocation of server costs. Upon such written request, the Parties shall have thirty (30) days to negotiate in good faith terms for such allocation. If the Parties cannot reach an agreement within such period, each Party shall have the right to immediately terminate this Agreement.
Representations and Warranties
Authority. Each Party represents that it has full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either Party has agreed, or is a party, or may be bound.
Confidentiality
Confidentiality. Each Party agrees to keep strictly confidential the terms of this Agreement and all other information of confidential nature received from the other Party in the course of the negotiation, execution and performance of this Agreement (the “Confidential Information”). Unless consented to in writing by the disclosing Party or as required by the relevant law, the receiving party of the Confidential Information shall not disclose to any third party any Confidential Information except in connections with the performance of its obligations under this Agreement. Notwithstanding the foregoing, each Party hereby consents to the public disclosure of the other Party as a “Partner” for marketing purposes. Developer shall display Rye’s trademark “Powered by Rye” upon customer checkout on its website and mobile applications.
Term and Termination
Term. This Agreement will commence on the Effective Date and will continue for the Contract Term and may be terminated as provided in this Section and as otherwise provided in the Order Form.
Termination for Bankruptcy and Other Grounds. Either Party, in addition to any and all other remedies under this Agreement, shall have the right to immediately terminate this Agreement in the event that: (i) the other Party is or becomes insolvent, files or becomes subject to a petition in bankruptcy or assignment for the benefit of creditors; (ii) the other Party commits a breach of this Agreement that remains uncured after fifteen (15) written notice; or (iii) the other Party or any of its officers, directors, board members, principals, employees, agents, or representatives commits any act which, in the reasonable and good faith opinion of the other Party, would disparage or impair the reputation and integrity of the other Party hereto. Upon termination of this Agreement, all payment and indemnification obligations of Developer to Rye shall continue until fully satisfied.
General
Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of Delaware, exclusive of any laws or principles that would apply in the law of any other jurisdiction.
Headings. All descriptive headings used in this Agreement are for convenience of reference only and are not to be used in interpreting the obligations of the Parties under this Agreement.
Interpretation. This Agreement was negotiated in the spirit of mutual cooperation whereby no clause should be necessarily construed against any one Party based upon the finding that that Party provided all or most of the contractual language contained within that clause.
Independent Contractor Status. It is the express intention of the Parties that each is an independent contractor under this Agreement, and nothing in this Agreement shall in any way be construed to constitute either Party as an agent, employee or representative of the other Party.
Entire Agreement. This Agreement and the Terms are the entire agreement of the Parties and supersedes any prior agreements, negotiations, or understandings between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by each of the Parties hereto.
Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.
Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any such attempted assignment shall be void.
Waiver. The failure of either Party to insist in any instance upon the performance by the other Party of any of the terms or conditions, or of the future performance of any of the terms, covenants, or conditions shall not constitute waiver and shall not relieve such other Party of its obligations with respect to such performance, and such terms and conditions shall continue in full force and effect.
Notices. Notices shall be sent by (i) courier or other personal delivery, (ii) registered or certified mail with return receipt, or (iii) email, at the addresses specified on the signature page of this Agreement or to such other address as a Party designates in writing to the other Party. Any such notice shall be deemed to be delivered as of (i) the date delivered, if delivered personally, (ii) the date of receipt indicated on the return receipt, if sent by registered or certified mail, or (iii) upon receipt, if sent by e-mail.
Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have equal force and effect as the respective original handwritten signature.