Terms of Service

Last updated: April 11, 2024

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Please read these Terms of Service, including the Additional Terms for Developers (these “Terms” or this “Agreement”), carefully because they are a binding agreement between you and Rye Worldwide Inc. (the “Company” or “we”). These Terms, our Privacy Policy, and additional disclaimers and disclosures contained on our Sites govern your use of the Sites that link to these Terms. “Sites” means our websites, applications, widgets, blogs, social networks, or other online, mobile, or wireless offerings and the services offered on those Sites.

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PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. It is your responsibility to review these Terms periodically. If at any time you do not agree with these Terms, please do not use this Site or any applications accessible through the Site. We may revise these Terms at any time without notice to you. Because our Services are evolving over time we may change or discontinue all or any part of the Services and additional features, at any time and without notice, at our sole discretion.

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Rye provides online marketing services and applications, including the Rye application and Rye APIs (the “Services”). Our Services enable developers (“Developers”) to work together with brands, retailers and other merchants (“Merchants”) to build an end to end e-commerce experience.

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Eligibility

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By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of these Terms, you hereby represent that:

• You have read, understand, and agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time;

• You are sixteen (16) years old or older; and

• You have the authority to enter into this Agreement personally.  Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services. In addition, if you have been previously prohibited from accessing the Services, you are not permitted to access our Websites or the Services.

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Account Access

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Account.  In order to enjoy the full scope of the Services, you are required to register and open an Account by: (i) providing us with certain details; or (ii) using an existing social media account (for further information, see the Privacy Policy).  You must provide us with accurate, current and complete information when opening an Account and keep it updated at all times. If you don’t, we might have to suspend or terminate your Account.

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Access.  By entering into these Terms, you will be granted a revocable license to access the Rye dashboard or other Services.  Your access privileges, however, are conditioned on your adherence to the terms of these Terms.  We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of these Terms or appear to us likely to do so.  By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend or terminate your access privileges.

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Privileges Nontransferable.  Your access privileges may not be transferred by you to any third parties.  You further agree not to disclose to anyone your confidential log-in information (including username and password).

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Cancellation.  If you wish to cancel the Account you may e-mail us at any time and it will be canceled within a reasonable period of time.  Once the Account is canceled, its information may be deleted or otherwise become unavailable and we will not be responsible for any loss in this respect.

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Security.  You further agree not to disclose to anyone your confidential log-in information (including your username and password details).  The Account is yours and you shall not allow anyone else to use it without our prior written approval.  You must immediately notify us of any unauthorized use of your Account or breach of its security.  We will not be responsible for any damage which is caused to you or others if you do not act in accordance with these Terms or Privacy Policy.

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User Obligations

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By using the Services, you expressly represent and warrant that you are legally entitled to enter these Terms.  Your participation is for your own use.  When using the Services, you agree to comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.

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By using the Services, you agree that you will not:

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• use the Services for deceptive or fraudulent purposes; 

• impersonate or misrepresent your affiliation with any person or entity; 

• send or store any unlawful material;

• use the Services to cause nuisance, annoyance or inconvenience, including by sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

• copy or distribute any content displayed through the Services, nor use, display, mirror or frame the Services or any individual element within the Services, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

• attempt to reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services (such as the source code), in whole or in part;

• use access to the Services to develop any competing offering;

• use any such materials for any purpose other than the permitted use of the Services.

• use, or use any means to gain access to, the Services or any Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services;

• create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for your own personal use consistent with the permitted use of the Services;

• collect or store any personally identifiable information from the Services from other users of the Services without their express permission; 

• use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers, or interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;

• attempt to gain unauthorized access to any part of the Services (including non-public areas of the Services) and/or to any service, account, resource, computer system, technical delivery systems and/or network connected to any of our servers, including by avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services;

• deep-link to the Services or access or search the Services or download, scrape, copy, monitor, or record any portion of the Services or any data or content contained within or transmitted by the Services, manually or with any engine, automated program, software, tool, agent, device, mechanism (including robots, spiders, web crawlers, extraction software, data mining tools, automated process and/or other devices), or any other method of screen scraping, unless we have provided tools expressly for such purposes;

• use the Services, or any portion thereof, for the benefit of any third party or products competitive with Rye or otherwise in any manner not permitted by these Terms. For the avoidance of doubt, you will not use any portion of data or content contained within or transmitted by the Services, for any commercial use apart from the use of the Services for the purposes intended in our offering of them; or

• encourage or enable any other third party to take any action prohibited by these Terms.

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Confidentiality. In your use of the Services, you may have (or have been given) access to information that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, “Confidential Information”).  Confidential Information includes items such as customer/merchant lists or directories, messages transmitted through the Services, and the non-public aspects of the Services. Confidential Information does not include information that: (i) is in the public domain at the date of disclosure (and did not fall into the public domain as a result of your breach of this policy or any other confidentiality agreement); (ii) was rightfully in your possession before you gained access to it through the Services; or (iii) was rightfully received from a third party(who was in lawful possession of it without any confidentiality or non-use restrictions.  You will not use the Confidential Information other than for purposes of your authorized use of the Services. Nothing shall prevent you from disclosing information obtained through the Services if compelled to do so by a court of law or government agency, on the condition that you provide advance notice to us and allows us a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information in accordance with applicable law.

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Advertising Policy for Affiliate Links and Branded Content

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We may provide you with opportunities to advertise retailers, brands and other merchants through affiliate links, referral links, product reviews, and social media content. When you post this information, you agree to comply with applicable advertising laws and social media advertising guidelines.

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We reserve the right to modify, suspend or terminate your access to the Services for any violations of our Advertising Policy.

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To comply with Federal Trade Commission (FTC) Guidelines, this means:

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Including terms such as “(paid link)”, “#ad” or “#CommissionsEarned”.

Placing these terms in or near any advertising in a location that customers will notice easily.

You agree to review the FTC Endorsement Guides and Facebook’s Advertising Policies. If you choose to advertise on other platforms, you agree to review the advertising and content guidelines of these other platforms. You agree to indemnify and hold us harmless for any violations of the Advertising Policy.

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Food, Drug, and Export Controls

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If products are provided by third parties through the Services, those third parties may separately provide representations and/or warranties regarding their products.  If nutrition, ingredient, allergen, and other product information is provided through the Services, we do not represent or warrant that such information is accurate or complete.  On occasion manufacturers may modify their products and update their labels.  We recommend that you do not rely solely on the information presented on our Services and that you consult the product’s label or contact the manufacturer directly if you have a specific dietary concern or question about a product.

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Additional terms and conditions may apply to purchasers and resellers of food and drug products.  If you purchase products for resale through the Services, you represent and warrant that the items you purchase for resale will be sold or distributed by your organization and that with respect to such items you will comply with the applicable laws governing the export, import, and provision of goods and services in the United States and in the jurisdictions in which the end user of your products resides, operates, or will receive shipments.

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Software related to or made available by the Service may be subject to export controls of the United States.  To the extent permissible under applicable domestic laws, no software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoes; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses).  You are responsible for complying with all applicable trade regulations and laws both foreign and domestic.  Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including as set forth in subsections (i) – (iii) above.

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Use of Data 

By using our Services, we may ask for certain data available through Shopify such as information relating to Developer’s total purchases and customer purchases, Merchant’s sales and inventory and other such information that you grant us access. 

You give us permission to use this information for the analytics available to users of our applications and APIs.

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User Submissions and Content

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Permissions to Your User Content.  We may provide you with interactive opportunities through the Services, which may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”.  We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.  You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you, except as otherwise required by law.

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Your Responsibility for User Content.  You are solely responsible for all your User Content and you represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services.  You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Rye on or through the Services will: (i) infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) be fraudulent, false, misleading or deceptive; (iv) be defamatory, obscene, pornographic, vulgar or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) be violent or threatening or promote violence or actions that are threatening to any person or entity; (vii) promote illegal or harmful activities or substances; or (viii) otherwise result in the violation of any applicable law or regulation.

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Removal of User Content.  You can remove your User Content by specifically deleting it.  You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services.  To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

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Feedback.  You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including obligations of confidentiality) with respect to such Feedback.  If you choose to submit such Feedback, you agree that we are free to use it without any restriction or compensation to you.  You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.

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Good Samaritan Content Policy & Complaint Procedures

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Policy. It is the policy of the owners and operators of the Services to not tolerate any acts of intellectual property infringement or violations of U.S. law or to allow for any obscene or defamatory material to be posted through the Services. We will do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable. The provisions of this section are intended to implement this policy but are not intended to impose a contractual obligation on the owners or operators of the Services to undertake, or refrain from undertaking, any particular course of conduct.

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Complaint Procedures.  If you believe that someone has posted material through the Services which infringes the intellectual property or other rights of third parties or which is in violation of U.S. law or which is racist, sexist, obscene, harassing, defamatory, or otherwise objectionable, we ask you to promptly notify us by email at the following address: legal@rye.com.

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Required Details for Complaints.  In order to respond as quickly as possible to any complaint, please provide us with as much detail as possible, including: (i) the nature of the right infringed or violated (including the registration numbers of any registered copyrights, trademarks or patents allegedly infringed); (ii) all facts which lead you to believe that a right has been violated or infringed; (iii) the precise location where the offending material is located; (iv) any grounds to believe that the person who posted the material was not authorized to do so or did not have a valid defense (including the defense of fair use); and (v) if known, the identity of the person or persons who posted the infringing or offending material.

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Indemnification/Waiver of Certain Rights.  By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of California. In addition, you agree, at your own expense, to defend us and indemnify us against any liability which we may incur by our response to your complaint.

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Waiver of Claims and Remedies.  We expect Customers to take responsibility for their own actions, and we cannot assume liability for any acts of users or third parties which take place through the Services. By these Terms, you acknowledge that in establishing a complaint procedure we are taking on the role of a Good Samaritan and, in order to allow us to do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable, you agree to waive any claims or remedies which you might otherwise be able to make against us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content of the Services or our response, or failure to respond, to a complaint.

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Investigation/Right to Purge Postings.  You agree that we have the right (but not the obligation) to investigate any complaint received and, at any time and for any reason, to remove any material which you post to the Services, with or without your permission, and with or without cause, in our sole discretion. By reserving this right, we do not undertake any responsibility in fact to remove content posted online, whether or not a complaint has been received.

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Intellectual Property Ownership

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We (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Services.  This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us.  Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them.  You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

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DMCA/Copyright Policy

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It is Rye’s policy, in appropriate circumstances, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.  Rye will respond to claims of copyright infringement committed on the Services that are reported to Rye’s designated copyright agent (the “Designated Copyright Agent”), identified in the sample notice below. If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing the following DMCA Notice of Alleged Infringement and delivering it to the Designated Copyright Agent.  Upon receipt of the Notice as described below, Rye will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

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DMCA Notice of Alleged Infringement (“Notice”)

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• Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.

• Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the website(s) where such material may be found.

• Provide your mailing address, telephone number, and, if available, email address.

• Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

• Provide your full legal name and your electronic or physical signature.

• Deliver this Notice, with all items completed, to the Designated Copyright Agent:

Rye Worldwide Inc.

2093 Philadelphia Pike #1723

Claymont, DE 19703

Attention: Copyright Agent

Email: legal@rye.com

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Notice to U.S. Government End Users

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(The software, Applications, Website and Services, including all documentation, are “Commercial Items”, as that term is defined at 48 C.F.R. § 2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation”.  The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users: (i) only as Commercial Items; (ii) with the same rights as all other end users; and (iii) according to these Terms.

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Published and unpublished rights are reserved under the copyright laws of the United States.  The manufacturer is Rye Worldwide Inc., 2093 Philadelphia Pike #1723, Claymont, DE 19703.

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Privacy

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We have adopted a Privacy Policy outlining our personal data collection and use practices.  Please refer to it for details about how we collect and use your personal information.  By agreeing to the terms of these Terms, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.

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If you submit a product request or otherwise indicate your interest in contacting a Merchant, you may receive telemarketing calls or emails from the Merchant using the contact information you provided.  Merchants may keep your contact information and any other information received by the Merchants in processing a contact or other request form.  We are not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these Merchants.

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Third-Party Interactions

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The Services (including the Applications) may contain links to third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”).  When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Websites and Applications and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites & Advertisements are not under our control.  We provide access only as a convenience and are not responsible for any Third-Party Websites or any Third-Party Advertisements.  

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We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their content, products or services.  You use all links in Third-Party Websites & Advertisements at your own risk.  You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

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Indemnification

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You agree to indemnify and hold harmless Rye and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, disputes, demands, costs, damages, penalties, fines and expenses, including attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your User Content; (b) your misuse of the Services; (c) your violation of these Terms; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services.  In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party.  We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.  This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.  You agree that the provisions in this Section will survive any termination of your Account, these Terms, or your access to the Services.

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DISCLAIMER OF WARRANTIES

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YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.  CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU.  YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, TRUTHFULNESS, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH OUR SERVICES, OR THE SERVICES, TEXT, GRAPHICS, OR LINKS.

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WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ON AN UNINTERRUPTED, SECURE, BUG-FREE, OR ERROR-FREE BASIS OR THAT THE SERVICES ARE FREE OF ANY FAULTS OR DEFECTS OR COMPUTER VIRUSES AND OTHER HARMFUL MALWARE.  IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

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LIMITATION OF LIABILITY

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UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHER LEGAL THEORY) SHALL RYE BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER OR NOT RYE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; OR (II) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.  THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU.

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DISPUTE RESOLUTION

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PLEASE READ THE FOLLOWING SECTION CAREFULLY.  IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.  THIS SECTION SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

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Scope of Arbitration Agreement.  You agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms or your access or use of the Services or as a consumer of our services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our services will be resolved solely by binding arbitration, rather than in court, except that: (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or Rye may seek injunctive or other equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms.

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IF YOU AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

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Arbitration Rules and Forum.  This Arbitration Agreement, and its interpretation and enforcement, is governed by the Federal Arbitration Act in all respects.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim.  The arbitration will be conducted by JAMS under its rules and pursuant to the terms of these Terms.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267.  Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you.  In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the country where you live or at another mutually agreed location.

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Arbitrator Powers.  Except as provided above, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitrator will decide the rights and liabilities, if any, of you and Rye and determine all issues of liability on the merits of any claim asserted by either party.  The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute.  The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual, and only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim, under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement).  The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded.  The arbitrator shall follow the applicable law.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The arbitrator’s decision is final and binding on you and Rye.

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Waiver of Jury Trial.  YOU AND RYE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL.  You and Rye are instead electing to have claims and disputes resolved by arbitration, except as specified above.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.

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Waiver of Class or Consolidated Actions.  YOU AND RYE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Rye is entitled to arbitration of such claim or dispute.  Instead, all such claims and disputes will then be resolved in a court as set forth above.

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Severability.  Except as provided above, if an arbitrator or court of competent jurisdiction decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement will still apply.

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Opt Out.  You may opt out of this Arbitration Agreement.  If you do so, neither you nor Rye can force the other to arbitrate as a result of these Terms.  To opt out, you must notify Rye in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your email address, and a statement that you want to opt out of this Arbitration Agreement.  You must send your opt-out notice to: legal@rye.com.  If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

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Exclusive Venue

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To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Rye agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in San Francisco County, California, or in federal court for the Northern District of California.

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Termination

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At our sole discretion, we may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason and at any time, with or without notice to you and without liability to you or any third party.  In addition to suspending or terminating your access to the Services, we reserve the right to take appropriate legal action, including pursuing civil, criminal or injunctive redress.  Even after your right to access and use the Services is terminated, these Terms will remain enforceable against you.  Upon termination, by you or us: (a) you will cease any further use of the Services and any information that was made available to you prior to the termination; (b) all rights granted to you under these Terms and Privacy Policy, will automatically terminate; and (c) certain data (e.g. content, submissions, etc.) may be deleted and you will have no right or claim in this respect.  All provisions which by their nature should survive to give effect to those provisions shall survive the termination of these Terms.

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General

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Reservation of Rights.  Rye and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

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No Joint Venture or Partnership.  No joint venture, partnership, employment, or agency relationship exists between you, Rye or any third-party provider as a result of these Terms or use of the Services.

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No Third-Party Beneficiaries.  Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party.

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Choice of Law.  This Agreement, and all matters arising from, related to, or connected with it, is governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

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Severability.  Except as otherwise provided herein, if any provision of these Terms is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

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Assignment.  You may not assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without Rye’s prior written consent, and any attempt by you to do so, without such consent, will be void. Rye may freely assign these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

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Contact Information

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Rye Worldwide Inc.

2093 Philadelphia Pike #1723

Claymont, DE 19703

Attention: Legal

Email: legal@rye.com

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ADDITIONAL TERMS FOR DEVELOPERS

Rye provides additional features for entities that use our Services (“Developers”, “you”, or “your”) that require additional terms or restrictions (“Additional Terms”) and will provide the Services to Developers in accordance with these Additional Terms. These Additional Terms are listed below and incorporate our Terms of Service, Privacy Policy and Cookie Policy and any updates thereto (such documents, together with the Additional Terms, the “Terms”). 

Authorized Users

You will not allow any third party other than expressly authorized employees or contractors (“Authorized Users”) to access or use the Services.  You may permit Authorized Users to use the Services, provided that: (a) each Authorized User serves one of the roles enumerated by you to Rye prior to using the Services; (b) you ensure that the list of roles served by the Authorized Users is accurate, complete and current, and you will promptly notify Rye of any changes to the list or to an Authorized User’s role; (c) such Authorized Users provide accurate, complete and current contact information and keep such information up to date; and (d) you ensure each Authorized User complies with all of our Terms and you remain responsible for any act or omission by Authorized Users in connection with their use of the Services.  You will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify us if you know or reasonably suspect that any username and/or password has been compromised.  Each Account for the Services may only be accessed and used by the specific Authorized User for whom such Account is created.

Fees and Payment (if applicable)

Fees.  Developer will pay Rye the non-refundable fees in accordance with the terms herein (the “Fees”) and without offset or deduction.  Rye reserves the right to: (a) change the Fees or applicable charges and to institute new charges and Fees at its sole discretion, upon thirty (30) days’ prior notice to Developer (which may be sent by email); and (b) charge applicable fees for any additional fees for any additional features, upgrades, or other benefits.

Payments.  Payments due to Rye under these Additional Terms will be made through the Rye application (or other online marketing website or application through which the Developer accesses and uses the Services, as applicable) and in U.S. dollars by credit card, wire transfer of immediately available funds, or ACH to an account designated by Rye, or such other payment method mutually agreed by the parties. Rye will collect fees from Developer by way of the Shopify API. If Rye cannot do so for any reason, Developer remains responsible for any uncollected amounts, and Rye reserves the right to invoice Developer, which invoices are due upon receipt. In accordance with local law, Rye may update information regarding Developer’s selected payment method if provided such information by Developer’s financial institution. If the Shopify API involves paying with Stripe, Developer agrees to comply with Stripe usage terms and conditions and Stripe’s prohibitions on restricted businesses, available at https://stripe.com/restricted-businesses. If the Shopify API involves paying with ACH, Developer acknowledges that the Services integrate ACH authorization services provided by a third party service provider. By setting up a bank account on the Services and inputting online banking credentials for instant verification, Developer is granting such third party service provider the right, power and authority to access and transmit Developer’s information (such as from third party banks) as reasonably necessary to provide the ACH authorization services. Please review the relevant third party service provider’s terms of service and privacy policy for more information. If Developer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Rye may suspend Services until all payments are made in full. Developer will reimburse Rye for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Rye reserves the right to suspend Developer’s use of the Services in the event of payment delinquency or failure to abide by the third party service provider’s terms of service.

Taxes.  Developer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Developer to Rye hereunder, other than any taxes imposed on Rye’s income.  Without limiting the foregoing, in the event that Developer is required to deduct or withhold any taxes from the amounts payable to Rye hereunder, Developer will pay an additional amount, so that Rye receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

Restrictions (if applicable)

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You agree that you will not sell or distribute any alcohol, tobacco, or other age-restricted products to people who are under the minimum legal age required by the applicable jurisdiction. You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of such applicable laws, rules, and regulations.

If you choose to sell or offer any alcohol, tobacco, or other age-restricted products through our Services, you represent and warrant that, as required by applicable law: (a) you have implemented and continued to carry out appropriate and necessary measures and requirements to verify the age of your customers prior to transferring their personal information to our Services; (b) you have requested valid proof of age (i.e. valid government ID) at the point of delivery, indicating that such customers are of legal age to consume alcohol, tobacco, or other age-restricted products being sold or offered, in order to receive their shipment; (c) your landing page or website adequately discloses all of your age verification requirements; and (d) you have accurately and conspicuously marked any age-restricted products offered through our Services and provided thorough, accurate, and helpful information (including applicable restrictions and instructions on usage) regarding such products to your customers, and you will promptly correct any errors in such product markings or information provided to customers, whether by changing the information on the Services or by informing customers of the error and giving them an opportunity to cancel their order.  These, and the other requirements with respect to your use of the Services, apply to you and any third parties (e.g., retailers) who distribute your products

You agree that we reserve the right to require that all Developers using our Services implement and effect additional measures with respect to age verification and product marking, as necessary, and otherwise reserve the right to suspend or cancel any shipments if we believe that a recipient is not of legal age or that doing so is otherwise inappropriate under the circumstances.

‍Publicity for Developers and Developer User Content

Each party will have the right to publicly announce the existence of the business relationship between the parties. During the term of your use of our Services, we may use your name, trademarks, and logos (collectively, “Developer’s Marks”) on our Websites, Applications and marketing materials to identify you as our customer, and for the purpose of providing the Services to you.

You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, marketing materials, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with the Services, and such activity and content shall be treated as “User Content” subject to the Terms of Service. Further, you hereby grant your partner merchants a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the user content solely in connection with the Services, without notification to and/or approval by you, except as otherwise required by law.

‍Email Marketing and Privacy Laws

By using our Services, you may upload the personal information of customers in connection with the use of our Services. You must have a pre-existing relationship with your customers prior to uploading them to our Services. It is a violation of our Terms to upload the personal information of individuals that you do not have a prior relationship with.

You agree that we may combine the contact information of your customers with the public social media profiles of your customers. We use this information in order to create a proprietary database of customers. You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of applicable laws, rules, and regulations.

If you choose to upload the personal information of customers to our Services, you represent and warrant that: (a) you have permission from your customers to transfer their contact information to our Services; (b) your landing page or website adequately discloses your sharing of personal information with us; (c) you agree to abide by all applicable email marketing, privacy, and data protection laws when communicating with customers and Influencers; (d) you agree to abide by the terms of any third-party platform that you use to upload the personal information to our Services (e.g. Shopify, Mailchimp, Klaviyo, Instagram, Facebook, and Youtube); and (e) you agree to notify us of any complaints or privacy requests from customers regarding our Services.

You represent and warrant that, as required by applicable law, (a) you have permission from your customers to transfer their contact information in connection with the Services; (b) your landing page or website adequately discloses your sharing of personal information in connection with the Services; and/or (c) you agree to abide by all applicable email marketing, privacy, and data protection laws when responding to your customers’ requests to opt out of sharing such personal information in connection with the Services.

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Disclosure of Cookies

Through the use of the Rye application and related Services, you may be setting cookies, pixels or other tracking technologies (collectively, “cookies”) on your Sites. It is your responsibility to understand how your use of those cookies will impact your Sites. You can visit our Cookie Policy at any time for a general description of the cookies that can be employed by us through our Services. You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of such applicable laws, rules, and regulations.

If you choose to set cookies through our Services, you represent and warrant that: (a) you have permission from your customers to track activity via cookies, and to transfer information related to this tracking to us; and (b) your Sites adequately disclose your tracking practices and use of cookies in a privacy policy, cookie statement, or other disclosure.

Data Processing Addendum. 

For Developers that transfer the personal information of EEA residents, the following Joint Controller Data Processing Addendum is hereby incorporated into these Additional Terms.

JOINT CONTROLLER DATA PROCESSING ADDENDUM

This Joint Controller Data Processing Addendum (this “Addendum”) forms part of the Terms of Service (“Principal Agreement”) between: (i) Developer (“Controller” or “Developer”); and (ii) Rye (“Joint Controller” or “Rye”).

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement.  Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

Nature and Scope of Processing.

Developers use Rye’s services to contact their customers and offer products. Developers also use Rye’s services to analyze their sales transaction data (“Sales Data”).

Rye maintains a proprietary database of customer information (“Customer Data”).

Rye is the Processor for any Personal Data contained in the Developer’s Sales Data.

Rye is the Joint Controller for Customer Data.

The terms of this Addendum are applicable only if Personal Data is transferred to networks and systems controlled, owned, and/or operated by Rye.

Definitions

In this Addendum, the following terms shall have the meanings set out below:

“Applicable Laws” means the General Data Protection Regulation where and to the extent that such laws are applicable to the Services provided by Processor;

“Personal Data” means any Personal Data Processed by the Joint Controller on behalf of the Controller pursuant to the Principal Agreement;

“EEA” means the European Economic Area;

“GDPR” means EU General Data Protection Regulation 2016/679;

“Restricted Transfer” means a transfer of Personal Data subject to the GDPR outside of the EEA to Processor;

“Services” means the services and other activities to be supplied to or carried out by or on behalf of Processor for Controller pursuant to the Principal Agreement;

“Standard Contractual Clauses” means Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU);

“Subprocessor” means any person (including any third party, but excluding an employee of Joint Controller or Joint Controller Affiliate) appointed by or on behalf of Joint Controller to Process Personal Data on behalf of any Controller in connection with the Principal Agreement; and

“Joint Controller Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Joint Controller, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

The terms, “Commission”, “Controller”, “Data Subject”, “Joint Controller”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” shall have the same meaning as in the GDPR.

Processing of Personal Data

Joint Controller shall:

•  comply with all Applicable Laws in the Processing of Personal Data;

• for Developer Sales Data, not Process Personal Data other than on the Controller’s documented instructions unless Processing is required by Applicable Laws to which the Joint Controller is subject, in which case Joint Controller or the relevant Joint Controller Affiliate shall to the extent permitted by Applicable Laws inform the Controller of that legal requirement before the relevant Processing of that Personal Data; and

• for Customer Data, only Process Personal Data in accordance with Joint Controller’s Privacy Policy.

The Controller warrants and represents that:

• it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this section;

• it has all necessary rights to provide the Personal Data to the Joint Controller for the Processing to be performed in relation to the Services;

• one or more lawful bases set forth in the Applicable Laws support the lawfulness of the Processing;

•  all necessary privacy notices are provided to data subjects;

• any necessary data subject consents to the Processing are obtained and a record of such consents is maintained; and

• should such a consent be revoked by a data subject, and no other lawful basis remains to keep the data subject’s personal data, it will communicate the fact of such revocation to the Joint Controller.

Personnel

The parties shall take reasonable steps to ensure the reliability of any of their employees, agents, or contractors who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Security

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the parties shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk. In assessing the appropriate level of security, the parties shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

The parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The parties will negotiate in good faith the cost, if any, to implement material changes required by specific updated security requirements set forth in Applicable Laws or by regulatory authorities of competent jurisdiction.

Where an amendment to the Principal Agreement is necessary in order to improve security measures as may be required by changes in Applicable Laws from time to time, the parties shall negotiate an amendment to the Principal Agreement in good faith.

‍Subprocessing

Controller authorizes Joint Controller to appoint Subprocessors in accordance with this section and any restrictions in the Principal Agreement.

Joint Controller shall give Controller a list of any new Subprocessors engaged, upon reasonable request from the Controller.

Joint Controller shall ensure that the arrangement between Joint Controller or the Joint Controller Affiliate, on the one hand, and the Subprocessor, on the other hand, is governed by a written contract including terms which offer at least the same level of protection for Personal Data as those set out in this Addendum.

You represent and warrant that, as required by applicable law, (a) you have permission from your customers to transfer their contact information in connection with the Services; (b) your landing page or website adequately discloses your sharing of personal information in connection with the Services; and/or (c) you agree to abide by all applicable email marketing, privacy, and data protection laws when responding to your customers’ requests to opt out of sharing such personal information in connection with the Services.

Please note that your use of these Services may constitute automated processing or profiling under applicable law. We cannot guarantee the accuracy, adequacy, quality or suitability of our analytics. You should obtain any additional information necessary to make an informed decision prior to relying on our Services to enter into or terminate a relationship with any party. You represent and warrant that you adequately disclose your use of our analytics and API services to your customers, in accordance with applicable law.

Data Subject Rights

Taking into account the nature of the Processing, the parties shall assist each other by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of their respective obligations to respond to requests to exercise Data Subject rights under the Applicable Laws.

Joint Controller shall:

• notify Controller if Joint Controller or a Joint Controller Affiliate receives a request from Developer’s Contact under any Applicable Laws in respect of Personal Data; and

• ensure that the Joint Controller does not respond to that request except as required by Applicable Laws to which the Joint Controller is subject, in which case Joint Controller shall to the extent permitted by Applicable Laws inform Controller of that legal requirement before the Joint Controller responds to the request.

Controller shall be responsible for responding to a request from Developer’s Customers as required under any Applicable Laws in respect of Personal Data.

‍Assistance to Data Controller

Taking into account the nature of processing and the information available to the Joint Controller, the Joint Controller shall assist the Controller, at Controller’s expense, in Data Protection Impact Assessments, and with prior consultations with supervisory authorities. Controller and Joint Controller shall work together in good faith to determine a reasonable fee for Processor’s assistance prior to the initiation of this assistance.

Personal Data Breach

The parties shall notify each other without undue delay upon either party becoming aware of a Personal Data Breach affecting Personal Data related to the Principal Agreement.

Restricted Transfers

For any Restricted Transfers, Controller may request Joint Controller to:

• promptly execute and/or incorporate the Standard Contractual Clauses or another approved transfer mechanism under the GDPR into the Principal Agreement; and

• if applicable, ensure that any Subprocessors promptly execute and/or incorporate the Standard Contractual Clauses or another approved transfer mechanism under the GDPR into the Principal Agreement.

‍Audits

At the reasonable request of the Controller, the Joint Controller shall demonstrate the technical and organizational measures it has taken pursuant to this Addendum and shall allow the Joint Controller to audit and test such measures.

Controller undertaking an audit shall give Joint Controller reasonable notice of any audit or inspection to be conducted under this section and shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing any damage, injury or disruption to the Joint Controllers’ premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection.

Joint Controller need not give access to its premises for the purposes of such an audit or inspection:

•  to any individual unless he or she produces reasonable evidence of identity and authority;

• outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and the Controller undertaking an audit has given notice to Joint Controller that this is the case before attendance outside those hours begins; or

• for the purposes of more than one audit or inspection in any calendar year, except for any additional audits or inspections which the controller is required or requested to carry out by Applicable Laws or a regulatory authority of competent jurisdiction, where the Controller has identified the relevant requirement or request in its notice to Joint Controller of the audit or inspection.

Controller and Joint Controller agree that Joint Controller may respond to security questionnaires or provide a copy of Joint Controller’s then most recent third-party audit or certification, as applicable, or any summaries thereof, related to the Processing of Personal Data of the Developer to satisfy this section, unless otherwise required by Applicable Laws.

Deletion or Return of Personal Data

Within thirty (30) days of the termination date, Controller may by written notice require Joint Controller to: (a) return a complete copy of all Developer Sales Data to Controller; and/or (b) delete and procure the deletion of all other copies of Developer Sales Data Processed.

Within thirty (30) days of the termination date, Joint Controller may by written notice require Controller to: (a) return a complete copy of all Customer Data to Joint Controller; and/or (b) delete and procure the deletion of all other copies of Customer Data Processed. The foregoing section does not apply to any Customer Data in Controller’s possession prior to the initiation of Services.

Each party may retain Personal Data to the extent required by law and shall ensure that such Personal Data is only Processed as necessary for the purposes specified in the law.