Developer Agreement

Last Revised: February 28, 2025

This Developer & Systems Integrator Agreement (the “Agreement”) is entered into by and between Straddle, Inc. (hereinafter “Straddle,” “we,” “us,” or “our”) and the development or systems integration company identified below (hereinafter “Developer,” “you,” or “your”). By indicating acceptance of this Agreement, or by using Straddle’s developer resources to integrate Straddle Services on behalf of a third-party client, you agree to be legally bound by these terms.

1. Purpose and Scope

1.1 Purpose.

Straddle provides software, APIs, and related services (collectively, the “Straddle Services”) that enable identity verification, account connectivity, and account-to-account money movement. You, as a Developer or Systems Integrator, will build and support solutions that incorporate the Straddle Services into the software or platforms of third-party Platform Clients.

1.2 Relationship to Straddle Services Agreement.

All Platform Clients who use the Straddle Services must separately agree to the Straddle Services Agreement (the “Services Agreement”). This Agreement supplements that Services Agreement solely with respect to your role as an integrator. In the event of a conflict between this Agreement and the Services Agreement regarding Developer obligations, this Agreement will control; however, your clients’ direct relationship with Straddle remains governed by the Services Agreement.

1.3 Eligible Parties.

Only duly organized business entities (e.g., corporations, LLCs, partnerships) may act as Developer. By entering this Agreement, you represent that you are not an individual contracting in your personal capacity and that you have authority to bind your organization.

2. Definitions

“Developer,” “you,” or “your”: The development or systems integration company that is party to this Agreement.
“Platform Client”: A third-party entity that has agreed (or will agree) to the Straddle Services Agreement and engages you to implement, customize, or support Straddle Services within its own product or platform.
“Straddle Services”: The suite of payment, data connectivity, identity, and related solutions offered by Straddle, including all APIs, documentation, SDKs, and support resources made available by Straddle.
“Certification”: A formal approval process (if required by Straddle) that verifies Developer’s competency and compliance in integrating and supporting Straddle Services.
“Support Period”: A minimum period post-integration (defined in Section 7) during which you agree to provide basic maintenance and troubleshooting without additional fees.

3. Enrollment and Certification

3.1 Enrollment.

You must be accepted into Straddle’s developer program or otherwise receive our written approval before carrying out live integrations. As part of enrollment, you may need to provide evidence of your company’s technical capabilities and relevant experience.

3.2 Certification.

Straddle may require you to complete a Certification process before performing or marketing Straddle integrations for clients. This process could include training modules, sandbox testing, security audits, or other assessments. You may not hold yourself out as “Straddle Certified” unless you meet all Certification criteria and maintain such status in good standing.

3.3 Ongoing Compliance.

If we update Certification requirements or developer program standards, you must comply with such updates to remain eligible. Straddle reserves the right to suspend or revoke your certification or enrollment if you fail to meet revised requirements.

4. License to Straddle Services

4.1 Limited License.

Subject to the terms of this Agreement, Straddle grants you a non-exclusive, non-transferable, revocable license to use our APIs, documentation, and any provided developer resources solely for building or maintaining integrations for your authorized Platform Clients.

4.2 Permitted Uses.

Under this license, you may:

Develop custom code that interfaces with Straddle’s APIs.
Access sandbox/test environments to demonstrate Straddle’s functionality to your Platform Clients.
Help configure and launch production implementations for Platform Clients that have signed (or will sign) the Services Agreement.

4.3 Prohibited Uses.

You shall not:

Use or replicate the Straddle Services for any third party not covered by the Services Agreement.
Reverse-engineer, disassemble, or decompile Straddle’s software or APIs (beyond what is permitted by law).
Store or handle sensitive user credentials in a manner inconsistent with Straddle’s data security guidelines.
Introduce any malicious code (e.g., backdoors, viruses) or otherwise compromise Straddle’s systems.

4.4 Ownership.

Straddle retains all rights, title, and interest in the Straddle Services, including associated intellectual property and confidential information. This Agreement grants you only the limited license specified herein and no other rights or licenses, implied or otherwise.

Straddle will pay you (reference Straddle Services Quote) of the net transaction fees collected from Platform Clients whose integrations were built or facilitated by you. Payments will be made on a monthly basis, subject to Straddle’s standard processing and settlement timelines. Revenue share calculations are based on net fees received by Straddle, excluding chargebacks, refunds, or other adjustments.

5.2 Platform Client Fees. All transaction fees, revenue splits, or payment terms for usage of Straddle Services by a given Platform Client are defined in that Client’s Services Agreement with Straddle. You do not have authority to alter those terms.

5.3 Developer’s Own Fees. You may negotiate and collect fees from your Platform Clients for your development or consulting work. The revenue share provided by Straddle does not restrict your ability to charge separate fees for implementation, customization, or other services.

5.4 Billing and Taxes. Straddle’s billing relationship for the Straddle Services is with the Platform Client. You are responsible for all taxes, withholdings, and related obligations arising from fees you charge clients for your services. Any revenue share payments you receive from Straddle are considered gross payments, and you are responsible for any taxes applicable to those earnings.

6. Compliance and Legal Obligations

6.1 Straddle Services Agreement Compliance.

You must integrate and support Straddle Services in a manner consistent with the Straddle Services Agreement, including its restrictions on prohibited businesses, data usage, and risk management protocols. You agree not to build functionality that circumvents, conflicts with, or undermines Straddle’s compliance obligations.

6.2 Applicable Laws.

You must abide by all applicable laws, rules, and regulations (including NACHA rules for ACH transactions, anti-money laundering (AML) regulations, data privacy laws, etc.). You shall not knowingly facilitate illegal or fraudulent activity via your integration.

6.3 Data Handling.

Collection and Use: You may only collect and use personal data or financial information to the extent necessary for the authorized integration or support of Straddle Services.
Security Measures: You must implement industry-standard security protocols (e.g., encryption, access controls) to safeguard all personal or financial data obtained through the Straddle APIs or dashboards.
Privacy Obligations: If you handle any user data, you must post and adhere to a clear privacy policy that complies with relevant laws and ensures user consent where required.

6.4 Reporting Suspicious Activity.

If you become aware of any fraudulent, deceptive, or malicious use of the Straddle Services or Platform Client accounts, you will immediately inform Straddle and reasonably cooperate in any investigation or remedial efforts.

7. Developer Support Obligations

7.1 Support Period.

For each completed integration, you must provide a ninety (90) day post-launch support period (“Support Period”) at no additional charge. During this Support Period, you will remedy integration-related bugs, answer questions, and ensure basic functionality on behalf of the Platform Client.

7.2 Extended Maintenance.

After the Support Period, any continued maintenance or feature enhancements are subject to separate commercial arrangements between you and the Platform Client. Straddle has no obligation to compensate you for such support.

7.3 Straddle Assistance.

Straddle will make reasonable efforts to provide developer documentation, sandbox access, and technical guidance. We do not guarantee the resolution of issues arising from your custom code or external systems, and our assistance does not extend to debugging your proprietary software.

8. Branding and Marketing Guidelines

8.1 Use of Straddle Marks.

Straddle grants you a limited, revocable license to use our names, logos, and other brand identifiers (collectively, “Straddle Marks”) strictly to promote or indicate compatibility with Straddle Services, in line with our published brand guidelines.

8.2 Restrictions.

You shall not:

Modify or distort the Straddle Marks or combine them with other branding in a way that could create confusion.
Imply that Straddle endorses you or your services beyond acknowledging you as an authorized/certified integrator.
Use Straddle Marks in any context that is obscene, defamatory, or otherwise damaging to Straddle’s reputation.

8.3 Termination of License.

Straddle may instruct you to discontinue use of its Marks at any time. Upon termination of this Agreement or upon Straddle’s request, you will promptly remove or destroy all materials displaying Straddle’s Marks.

9. Your Liability

You are responsible for all Activity initiated by you, your representatives, and any individual or entity using your credentials, including your Straddle Platform login and password and your Straddle API key. Notwithstanding anything to the contrary in this Agreement, where either Straddle or an Platform Client incurs any losses, damages or costs based on unauthorized Activity initiated by you or on your behalf, then as between Straddle and you, you are liable for those losses, damages or costs.

Any payment sent or received by you or your referral Platform Clients may: (a) be reversed in accordance with Straddle or its Financial Partners’ risk management policies, (b) be reversed in accordance with Applicable Law, including without limitation, by ACH return as defined under the Nacha Rules, (c) fail due to your error or end user error, (d) fail due to the provision of inaccurate information by you or your end user; or (e) be cancelled or rejected by an end user or the end user’s financial institution (each, a “Failed Payment”).

As a third-party service provider, You are not liable to Straddle and its Financial Partners for any losses caused by approved or proper payment activity originated by any integration developed on behalf of a Straddle Platform Clients via the Straddle API; including losses caused by Failed Payments or Chargebacks.

10. Disclaimers and Indemnification

10.1 Disclaimer of Warranties.

STRADDLE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. STRADDLE DOES NOT WARRANT THAT THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

10.2 Indemnification.

You shall indemnify, defend, and hold harmless Straddle and its affiliates (and their respective officers, directors, employees, and agents) from and against any losses, damages, liabilities, costs, or expenses (including attorneys’ fees) arising out of or related to:

(a) Your breach of this Agreement.
(b) Your negligence, willful misconduct, or violation of any law in connection with your use or integration of Straddle Services.
(c) Any claim by a Platform Client or end-user arising from your code, instructions, or improper handling of Straddle’s APIs or data.

Straddle will promptly notify you of any claim for which we seek indemnification, allow you to control the defense (subject to our right to participate with counsel of our choice), and reasonably cooperate at your expense.

10.3 Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF STRADDLE SERVICES. IN NO EVENT WILL STRADDLE’S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE FEES (IF ANY) ACTUALLY PAID BY YOU TO STRADDLE UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) US $100.

11. Term and Termination

11.1 Term.

This Agreement commences upon your acceptance (or your first use of the Straddle Services in a developer capacity) and continues until terminated.

11.2 Termination by Either Party.

Either party may terminate this Agreement at any time for any reason by providing thirty (30) days’ prior written notice to the other party.

11.3 Termination for Breach.

A party may terminate this Agreement immediately if the other party materially breaches any provision and fails to cure such breach within ten (10) days of receiving written notice.

11.4 Effect of Termination.

Upon termination:

You must immediately cease representing yourself as a Straddle Developer, remove Straddle Marks from your marketing, and stop using Straddle’s developer resources (except as needed to hand off or decommission existing integrations).
You shall cooperate with Straddle and any affected Platform Clients to ensure a smooth transition.
Sections that by their nature survive termination (including liability, indemnification, confidentiality, and dispute resolution) remain in effect.

12. General Provisions

12.1 Independent Contractors.

The parties are independent contractors. This Agreement does not create any partnership, agency, or joint venture. Neither party has authority to bind or represent the other.

12.2 Assignment.

You may not assign or transfer this Agreement in whole or in part without Straddle’s prior written consent. Straddle may freely assign or transfer this Agreement.

12.3 Governing Law and Venue.

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any disputes shall be brought exclusively in the state or federal courts located in New Castle County, Delaware.

12.4 Notices.

Notices must be sent to Straddle at legal@straddle.com, and to you at the email or physical address you provide upon enrollment (or as later updated in writing). Notices are deemed given when confirmed by a non-automated reply or upon receipt via reputable courier.

12.5 No Third-Party Beneficiaries.

Except as expressly stated, this Agreement does not confer rights on any third party. Platform Clients are not third-party beneficiaries.

12.6 Entire Agreement; Amendments.

This Agreement, together with the Straddle Services Agreement (as it applies to your clients’ usage of Straddle Services) and any accompanying documentation, constitutes the entire understanding between you and Straddle relating to your developer or integrator role. Straddle may amend this Agreement by providing notice, and your continued use after the effective date of any changes constitutes acceptance.

12.7 Severability; Waiver.

If any provision is found invalid or unenforceable, it will not affect the remaining provisions. Failure by either party to enforce any provision is not a waiver of future enforcement.

12.8 Counterparts; Electronic Signature.

This Agreement may be executed in counterparts, each of which is considered an original. Signatures exchanged electronically (including click-through acceptance) have the same legal effect as physical signatures.

IN WITNESS WHEREOF,

The parties have caused this Developer & Systems Integrator Agreement to be executed by their duly authorized representatives as of the date of acceptance or last signature below.

If you have any questions or concerns regarding this Agreement, please contact Straddle at legal@straddle.com.

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