Embed Platform Agreement

Latest Revision: January 23, 2024

These terms (“Straddle Embed Terms ”) supplement the Straddle Service Terms and govern your use of the Straddle Embed Services as a Straddle Embed Platform. You may use the Straddle Embed Services to enable your Platform Users to use Straddle Services in conjunction with your Platform Services

It is important that you read and understand this Agreement as it governs your use of the Straddle Platform Services. You represent and warrant that you have the authority to accept this Agreement on behalf of the legal entity you have registered at www.straddle.com (“you”, “your”, “your platform” throughout this Agreement) and to provide any information that you share with Straddle. By indicating your acceptance of this Agreement or by completing or other agreement that references this Agreement, you agree to be bound by this Agreement and consent to the creation of a Straddle Platform Account for your organization. If you do not accept this Agreement, you must not access or use the Straddle Embed Platform Services.

We may amend this Agreement at any time by providing notice to you. Notice may be provided to you on www.straddle.com, on any other website maintained by Straddle, by email, or by any other reasonable means. The amended Agreement is effective when posted or as of the date indicated, and your continued use of the Straddle Embed Platform Services constitutes your acceptance of any amended Agreement.

Using the Straddle Embed Platform Services

Straddle Embed Platform Services. Straddle offers electronic payment services through an online dashboard experience available at www.straddle.com and the Straddle application programming interfaces (“Straddle API”), and related technical, business and support services, each as may be modified or updated (together, the “Straddle Platform Services”). The Straddle Embed Platform allows you to manage your end users’ payments experience on your platform, website, and/or application (each, a"Platform Provider”) and open and manage registered Straddle accounts (“Embedded Accounts”) (together, your “Straddle Services”). An end user of your Platform that has opened a Straddle Account is referred to as an “Embed User” or "Embedded Account". The products and services that you provide through your Platform, including the Straddle Services, are referred to herein as “Your Platform Services”. It is your sole responsibility to clearly explain to your end users the nature of Your Platform Services, your Straddle-Enabled Services, and Straddle’s role in the provision of such services.

Straddle Obligations

Embedded Accounts.

Embedded Accounts may use the Services in accordance with the Embedded Account Agreement. Straddle may suspend or stop providing any Services to any Embedded Account in accordance with the terms of the Embedded Account Agreement. Straddle has a direct contractual relationship with each Embedded Account under the Embedded Account Agreement and will provide the Services directly to each Embedded Account. You acknowledge that Embedded Accounts may choose to use Straddle services outside of the Embedded Accounts’ relationship with you.

Amendments to Embedded Account Agreement.

Straddle will notify you if Straddle modifies the relevant Embedded Account Agreement. You must notify those Embedded Accounts of the modification promptly after you receive the modification notice from Straddle.

Definitions Applied to Embedded Accounts; General Terms Clarification.

Where defined terms are applied to a Embedded Account (rather than you) in these terms, the relevant definition will be deemed to reference the Embedded Account (e.g., when the term Services is applied to a Embedded Account it means the Straddle services that Straddle makes available to the Embedded Account under the Embedded Account Agreement, and when the term Disputes is applied to a Embedded Account it means Disputes that Embedded Account incurs). Embedded Accounts are not third parties for the purposes of, or eligible to make a Claim under, Section 11 of the General Terms.

Your Obligations

Platform Account Minimum Requirements.

In order to use the Straddle Embed Platform Services, you must:

(a) be a U.S. company or other legally-organized entity, in good standing, with a U.S. physical address;

(b) open and maintain a Straddle platform account governed by this Agreement, as they may be updated from time to time;

(c) provide proof of industry standard information security compliance programs (SOC2, PCI, NIST, etc) or successfully complete a Straddle Data Security Questionnaire.

Straddle Embed Services Integration and Use.

You must integrate the Straddle API and use the Straddle Embed Services in accordance with the Documentation and this Agreement. You must use the Straddle Embed Services and Embedded Account Data in accordance with Law and your Platform Provider Agreement. You must clearly and prominently disclose all fees, if any, that you may charge to Embedded Accounts for the Embedded Accounts' use of your Platform Services and, to the extent charged separately, the Services.

Embedded Accounts and Suspicious Activity.

You must ensure that Embedded Accounts do not use the Services in breach of the Embedded Account Agreement or for any activity that Law or this Agreement prohibits. You must immediately inform Straddle if you become aware that a Embedded Account is engaging in any activity that is fraudulent, deceptive or harmful, or in breach of the Embedded Account Agreement or this Agreement. You must cooperate with Straddle to reduce the risk of fraud or other misuse of the Services, including by providing relevant information to Straddle.

Your Agreements with Embedded Accounts.

Your Platform Provider Agreement must explain the Your Platform Services, how you access and use Embedded Account Data, and the Activity that you may perform (together, the "Platform Provider Agreements"). Your Platform Provider Agreements must also give you clear authorization to perform the Your Platform Services, and to communicate the Embedded Account Data to Straddle. Straddle is not responsible to your Embedded Accounts for Your Platform Services --- you are solely responsible for providing Your Platform Services to Embedded Accounts as described in Your User Agreement. You may only engage in Activity for an Embedded Account to the extent that you are doing so on behalf of the Embedded Account, in accordance with the authority granted to you under Platform Provider Agreement

Activity.

A Embedded Account may perform Activity, or you may perform Activity on behalf of a Embedded Account, depending on how you integrate the Straddle API into your Platform Services. You are responsible for all Activity initiated by you, your representatives, and any individual or entity using your credentials, including your Straddle Account login and password and your Straddle API key.

Limitations.

You are prohibited from: (a) using the Straddle Platform Services for any fraudulent, unlawful, deceptive, or abusive purposes; (b) using the Straddle Platform Services in any manner intended to harm an end user, Straddle, or any third party; (c) circumventing Straddle’s intended limitations for any feature of the Straddle Platform Services as communicated to you by Straddle; (d) using the Straddle Platform Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by Straddle or posted on Straddle’s website, each as may be updated from time to time (“Integration Requirements”); (e) using the Straddle Platform Services in violation of any guidance regarding restricted activities communicated to you by Straddle; (e) using the Straddle Platform Services to conduct transactions for personal, family, or household purposes; (f) facilitating transactions for a third party that is not your legitimate end user or an an approved Straddle Embedded Account; (g) replicating and/or reselling the Straddle Platform Services by offering and/or enabling any third party to access the Straddle Platform Services through your integration without previously establishing a Straddle Embed Account; or (h) attempting any of the foregoing.

Routine Business Operations Reviews.

Straddle may request, and you agree to provide, information about your business, operations, funds flows, and/or integration with the Straddle Platform Services. Straddle reserves the right to reassess your eligibility for the Straddle Platform Services at any time. Straddle may suspend provision of any of the Straddle Platform Services upon prior notice, in the event that Straddle reasonably determines, based on any of the review processes described in this Agreement, that you have become ineligible for any of the Straddle Platform Services.

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 Account login and password and your Straddle API key. Notwithstanding anything to the contrary in this Agreement, where either Straddle or a Embedded Account 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 Embed Users 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 your Platform Account on behalf of an Embed User via the Straddle API; including losses caused by Failed Payments or Chargebacks.

Roles and Responsibilities of Each Party

Straddle as Third-Party Sender

Straddle assumes the role of a Third-Party Sender and is responsible for the transmission of transactions to Financial Partners ("ODFI") on behalf of Straddle Embedded Accounts ("Originators"). This role is defined and regulated under Nacha Operating Rules, specifically in Article Two, Subsection 2.15 (Third-Party Service Providers and Third-Party Senders). Straddle will ensure all Transactions comply with these rules.

Straddle Financial Partner(s) as ODFI

Straddle Financial Partners, acting as the ODFI, process ACH Transactions submitted by Straddle and delivers Transaction data to the relevant ACH Operator, as detailed in Nacha Operating Rules, Article One, Subsection 1.4 (Originating Depository Financial Institution). The ODFI is also responsible for ensuring compliance with all applicable Nacha rules in the processing of these transactions.

Embedded Account as Originator

As defined in the Straddle Payment Services Agreement and Bank Payment Terms, Embedded Accounts assume the role of the Originator and are accountable for obtaining authorization for ACH debits and credits while adhering to U.S. laws and Nacha rules as outlined in Article Two, Subsection 2.3 (Originators).

Platform Provider as a Third-Party Service Provider:

Your Platform functions as a Third-Party Service Provider, aiding Originators in tasks related to ACH transactions, such as data preparation. This role is distinct from that of a Third-Party Sender and is guided by the guidelines in NACHA Operating Rules, Article Two, Subsection 2.15. As a Third-Party Sender, your Platform Account API access is restricted to organizations that have an active Straddle Embedded Account and have been delegated by Straddle to your Platform Services.

Onboarding Embed Accounts

Straddle Embed provides several mechanisms for you to onboard Embedded Accounts, as described in the Straddle Embed Documentation. You are solely responsible for the selection of your onboarding mechanism for Embedded Accounts. Regardless of the onboarding and integration mechanism that you select, you must always take all reasonable steps to ensure that your Embedded Accounts do not use Services in violation of the Straddle Services Agreement or for any activity that is expressly prohibited, including those business types listed on the Prohibit and Restricted Business policy.

Please read the following sections carefully prior to selecting the option that is appropriate for your business when onboarding Embedded Accounts. The method chosen may impact your requirements for data collection and security, as well as customer service and support obligations.

Standard Onboarding

With standard account onboarding, you can use a set of prebuilt user interface components to create your own onboarding experience for Embedded Accounts directly from your Platform without collecting or storing with any sensitive Account data. Embed Accounts created using basic onboarding provide information directly to Straddle and will consent to the Straddle Services Agreement via the web component.

You will be able to prepopulate all fields in the embedded component prior to sharing with the prospective Embed User. You are responsible for ensuring the accuracy of any Account Data you prepopulate or provide as part of this process. Providing inaccurate or erroneous data may delay or prevent Embedded Account activation.

Upon submission of the Embedded Account data, the Embedded Account will be contact by Straddle via email and prompted to connect their Funding Transfer Account to Straddle via "open-banking" services. Straddle will perform full Underwriting on the Account and any subsequent Onboarding requests for data or clarity will be sent directly to the Embed User by Straddle. Your platform may choose to receive updates during the Onboarding process via Webhooks, Email, or Slack.

Upon activation, Standard Embedded Accounts will have full access to the Straddle dashboard and will be assigned an Straddle account manager.

Managed Onboarding

Using Managed onboarding, you can leverage the Straddle Embed Onboarding API to create Embedded Accounts for your users. You are responsible for collecting and ensuring Account Account data is passed to Straddle in a secure fashion. You are responsible for the accuracy and completeness of any information about Embedded Accounts provided to Straddle as part of the onboarding process. Additionally, it is your responsibility to provide any additional requests for data or clarity that may be required by the Straddle Onboarding team on a given Embed Account.

Straddle will not contact "Managed" Accounts directly during the Onboarding process and may decline to create or activate an Embedded Account until Straddle is satisfied that it has received sufficient information about the Account.

The Straddle Embed documentation describes the minimum information that must be provided to Straddle in order to create an Embedded Account through advanced onboarding. Depending on the industry type, transaction type, customer types, or any other risk factors, Straddle may require that you provide additional information as part of the custom onboarding process, and may require you to alter the acceptance process for the Straddle Platform Services if we believe that the process is not consistent with applicable law, industry standard practices, or Straddle's standards.

If your Platform allows an end user to become an Embed User via Advanced Onboarding, your Platform Provider Terms must clearly disclose the following: (a) to access Straddle Services an Embed User must open an Embedded Account provided by Straddle by accepting the Straddle Services Agreement (“Straddle Terms”) (b) any funds held on behalf of an Embedded Account are held by Straddle’s Financial Partners as set out in the Straddle Terms. You must capture an end user’s acceptance of Your Terms and the Straddle Services Agreement in an auditable manner and in compliance with federal electronic signatures law prior to providing any Straddle Services to that end user. You will be regularly asked to provide the executed Agreements to Straddle in a reproduceable and auditable manner.

Embedded Account Acceptance and Credentialing

Straddle performs comprehensive due diligence on all platform end-users before activating a Straddle Embed Account. This due diligence encompasses, but is not limited to, Know Your Business (KYB) checks, Know Your Customer (KYC) verifications, evaluations of creditworthiness and business history, and Anti-Money Laundering (AML)/Bank Secrecy Act (BSA) reviews.

Upon successful activations, Straddle issues API credentials specific to the Embed Account. While access to these credentials is delegated to your Embed Platform for the purpose of submitting payment instructions and accessing reporting data, the ownership of these credentials firmly resides with the Embedded Entity with which Straddle has established an Straddle Services Agreement.  Each set of Embed Credentials will have associated thresholds relating to payment types, velocity, and amount; collectively the "Limits." Limits may be shared with your platform via Email, Webhooks, or Slack channel.

Straddle may require that you establish certain criteria for reviewing Embed Accounts prior to Onboarding that is consistent with Straddle's programs for underwriting and screening all Straddle Accounts. Straddle has ultimate discretion regarding its underwriting, risk and compliance decisions, including any decision of whether to provide Services to any Embed Account. Straddle reserves the right to suspend or terminate provision of Services to any Embedded Account at any time if Straddle determines that the Embedded Account's activities (a) violate Straddle's Policies or the Straddle Services Agreement; (b) are listed on the Prohibited and Restricted Businesses List; or (c) otherwise reflect negatively on the brand or reputation of Straddle, a Financial Partner, or a Regulatory Agency.

To the extent that you become aware of an Embed Account being engaged in any fraudulent, unlawful, deceptive or abusive activity, you must promptly notify Straddle. Once notified by you, Straddle will use commercially reasonable efforts to determine whether to terminate or suspend any such account's access to the Services.

Embed Platform Services Revenue Sharing

During the term of this agreement Straddle Embed Platform Service Fees ("Fees") are aggregated for each Embedded Account over the course of a calendar month, unless otherwise communicated to you in advance in writing. Fees incurred in a calendar month will be charged to the Embedded Account on or after the 2nd business day of the following month. The Fee calculation will be derived from the fee schedule detailined on the Straddle Pricing Page unless otherwise set forth in previously agreed upon “Straddle Embed Platform Custom Pricing” Proposal, and any other schedules that may exist, which are all made part of this Agreement.

On or about the fifteenth (15th) day of each month, Straddle will credit via bank transfer into your account an amount equal to the revenue sharing payment (the “Revenue Share”). The Revenue Share will be computed monthly as of the last day of each calendar month. This calculation will be based upon the revenue sharing agreed set forth in the previously agreed upon Schedule. Straddle will provide a transactional report each month, corresponding to each Revenue Share for auditing purposes. You shall report any claim relating to the Revenue Share within sixty (60) days of the date of payment, after which the amount of payment shall be final and binding. You will receive the Revenue Share only if the applicable fees have been paid in full by Accounts.

Privacy and Data Security

Your Privacy Policy. You must publish and comply with a privacy policy that is prominently displayed and readily accessible from every Application from which Your Platform Services can be accessed, i.e. if an end user can access Your Platform Services from both a website and a mobile application, you must make your privacy policy available on both the website and in the mobile application. Your privacy policy must comply with Applicable Law.

Use of Data. You must obtain your end users’ express consent to use their data for the purposes of providing Your Platform Services, including the Straddle Platform Services, to them. You understand and agree that you may only use data that you receive via the Straddle Platform Services in accordance with this Agreement and Applicable Law. You are prohibited from selling, transferring, sublicensing, and/or assigning any interest in any data that you access or receive via the Straddle APIs and the Straddle Platform Services. You acknowledge that you are solely responsible for your use of any end user data.

Data Security. Each party is responsible for the security of all data in its possession or control and for its compliance with Applicable Law in connection with its data handling and management practices. Each party is responsible for maintaining commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. You agree to provide Straddle with any evidence to demonstrate your compliance with this section upon request by Straddle. You agree that Straddle may terminate your use of the Straddle Platform Services in its sole discretion if Straddle determines that you or your application pose an unacceptable security risk to Straddle, its platform, or its users.

Confidentiality

Confidential Information Definition. “Confidential Information” means any type of information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement, regardless of the form of disclosure and which (a) is clearly marked as “confidential” or “proprietary” at the time of such disclosure, or (b) should, by its nature and the circumstances of disclosure, reasonably be understood to be confidential by Receiving Party. Notwithstanding the foregoing, Confidential Information does not include information that is in Receiving Party’s possession at the time of disclosure, as substantiated in writing, or enters the public domain without breach of this Agreement.

Confidentiality Obligation. Receiving Party must maintain the confidentiality of Disclosing Party’s Confidential Information in a commercially reasonable manner and in a manner no less stringent than the measures it employs to protects its most confidential and proprietary information. Receiving Party must not use Disclosing Party’s Confidential Information for any purpose other than as necessary to perform Receiving Party’s obligations under this Agreement. Receiving Party may disclose Confidential Information that is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulatory organization, provided that, to the extent not prohibited, Receiving Party will notify Disclosing Party of such request as soon as practicable in order to afford Disclosing Party an opportunity to seek a protective order. Receiving Party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of this Agreement for any reason.

Term and Termination

Term The initial term of this Agreement shall be for a period of one (1) year, commencing on the date set forth herein, and shall thereafter automatically renew for additional terms of (1) year on the anniversary date of this Agreement, unless notice is provided in writing by either party of its intent not to renew, 60 days or more prior to the renewal date.

Termination. Either Straddle or you may terminate this Agreement at any time by providing the other party with 60 days written notice. Upon completion of the termination notice period, you will: (a) immediately be restricted from using the Straddle Platform Services to accept new transactions or activate new Embedded Accounts and  (b) cooperate with Straddle to complete all pending transactions

Straddle may also terminate this Agreement immediately if: (a) you violate this Agreement or any other applicable Straddle policy or agreement; or (b) your use of the Straddle Platform Services poses unacceptable risk, including but not limited to financial or data security risk, to Straddle and/or its Financial Partner in Straddle’s and/or its Financial Partner’s sole discretion; or (c) If Nacha, FTC, CFPB, or any federal, state or other type of regulatory agency having jurisdiction over this Agreement makes a demand that Straddle terminate its relationship your platform or industry type.

Without limiting the foregoing, you expressly acknowledge and agree that you will have a continuing obligation after termination of this Agreement to pay any Fees, fines, or other amounts related to your transactions as set out in this Agreement.

Representations and Warranties

You represent and warrant to Straddle that you,

(a) have the full power and authority to execute, deliver and perform this Agreement and acknowledge this Agreement is valid, binding and enforceable in accordance with its terms;

(b) no provision in this Agreement requiring your performance is in conflict with your obligations under any charter or any other agreement of any form to which you are bound as a party;

(c) are organized, authorized and in good standing under the laws of the state of your organization;

(d) obtain authorization from the Account for all Activity initiated on its behalf, and for the use of any Account Account Data obtained through or used with Straddle Embed, by you, your employees, and your agents;

(e) dutifully comply with the onboarding obligations described in this Embed Platform Agreement;

(f) not use Straddle Embed or knowingly permit the use of Services by Embedded Accounts in a manner that is fraudulent, unlawful, deceptive or abusive.

(g) only interact with the Straddle Platform Services on behalf of an active Straddle Embedded Account. Any usage of the Straddle Platform Services that may be construed as your Platform acting as a Third Party Sender (as defined in the Nacha Operating Rules)  will result in immediate termination of all Straddle Platform Services.

To the maximum extent permitted by law, except as expressly provided in this Embed Platform Agreement, Straddle provides Straddle Embed to you on an "as is" / "as available" basis, without any warranties, express, implied, or statutory.

Other Legal Terms

Indemnification. Each party hereto (the “Indemnitor”, as the case may be) agrees to indemnify, defend, and hold the other party, its employees, directors, managers, officers and agents (collectively, the “Indemnitees”) harmless from and against any reasonable loss, liability, damage, penalty or expense (including reasonable attorneys' fees and other legal fees) the Indemnitees may incur as a result of Indemnitor’s or Indemnitor’s employees’, sales reps’, sub contractors’ or affiliates’, failure to comply with the terms of this Agreement including any misrepresentation of Straddle Services, breach of representations or warranties made, the manner or method in which services are performed, negligence or acts or omissions that cause damages to the Indemnitees or their Vendors or partners, and violations of the Rules.

• Where an Embedded Account was created by your platform via an Straddle onboarding process, you also agree to defend, indemnify, and hold harmless all Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) Activity on the Embedded Account, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the Services in a manner prohibited under this Embed Platform Agreement or the Straddle Services Agreement); (b) any inaccurate or incomplete information provided to Straddle as part of the onboarding of the Embedded Account; and (d) for custom onboarding, your failure to acquire binding acceptance of the Straddle Embedded Account Terms from any Embedded Account.
• Straddle agrees to defend, indemnify, and hold you harmless from and against any claim, suit, demand, action, or proceeding instituted by a non-affiliated third party to this Embed Platform Agreement to the extent that such arises out of Straddle Embed infringing the third party's intellectual property rights.
• Limited Warranty. THE STRADDLE PLATFORM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF AccountABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Straddle MAKES NO REPRESENTATION OR WARRANTY THAT THE Straddle PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS OR BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
• Limitation of Liability. IN NO EVENT WILL STRADDLE BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (a) THIS AGREEMENT, OR (b) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE Straddle PLATFORM SERVICES UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER Straddle HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Straddle’S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES Straddle HAS RECEIVED FROM YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM. THIS LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
• Assignment. You may not transfer, assign, or delegate this Agreement or any of your rights, obligations, or duties under this Agreement without the prior written consent of Straddle. Straddle may transfer or assign this Agreement or any of its rights, obligations, or duties under this Agreement at any time.
• Independent Contractor Relationship. You and Straddle are independent entities, and this Agreement does not create any partnership, agency, or joint venture relationship between you and Straddle. You may not and may not attempt to represent, warrant, or obligate Straddle to any commitment with any third party.
• Force Majeure. Straddle is not responsible for any failure to perform its obligations under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, weather, fire, flood, earthquake, war, embargo, strike, riot, civil unrest, acts of terrorism, failure or interruption of public or private infrastructure, or the intervention of any government entity. In the event of such a failure, Straddle’s obligations will be suspended until Straddle is able to perform.
• Notices. All notices to Straddle must be sent by email to legal@straddle.com
• Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, in federal or state court in New Castle County. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
• No Third-Party Beneficiaries. This Agreement is intended for the exclusive benefit of you and Straddle and not intended to benefit any third party.
• Attorneys’ Fees. Should suit or arbitration be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal.
• Entire Agreement, Conflicts, No Waiver, Construction. This Agreement, along with the Straddle Services Agreement, the Integration Requirements, any executed Order Form or Proposal, and any documents incorporated by reference, constitute the entire agreement between the parties. Any agreement to modify or amend this Agreement must be agreed to in writing by the parties. With the exception of any Order Form that the parties have executed, to the extent that the terms of this Agreement conflict with any other Straddle agreement or policy governing your use of the Straddle Platform Services, this Agreement will control. Any failure by Straddle to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. All provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement will survive termination of this Agreement for any reasons. No provision of this Agreement will be construed against a party by reason of that party drafting such provision.