Merchant Platform Agreement

1. Parties and Roles

“Ruunly,” “we,” “us,” and “our” mean Ruunly LLC. “Merchant,” “you,” and “your” mean the business or organization that creates or uses a Ruunly account. “End Customer” means a person or business that buys, subscribes to, receives services from, communicates with, or otherwise interacts with you through Ruunly.

Ruunly provides software and platform services. You provide your own services to End Customers. Ruunly is not your employee, contractor performing field services, broker, insurer, accountant, tax advisor, health club operator, debt collector, marketing agency, or law firm.

2. Authority

You represent that you are authorized to bind the Merchant to this Agreement. You are responsible for all users invited to your Ruunly workspace and all activity under your account, including activity by employees, contractors, administrators, and integrated services.

3. Your Business Responsibilities

You are solely responsible for:

• your products, services, appointments, memberships, subscriptions, pricing, discounts, promises, warranties, and guarantees;
• customer service, cancellations, refunds, credits, disputes, chargebacks, and service failures;
• business licenses, health club registrations, permits, insurance, bonding, tax registration, and industry-specific compliance;
• all content published on your Ruunly site or sent through Ruunly;
• compliance with consumer protection, automatic renewal, telemarketing, email marketing, privacy, tax, employment, accessibility, and industry laws;
• confirming that your Ruunly configuration matches your legal obligations.

4. Stripe Connect

Ruunly uses Stripe Connect to enable payments. To use payment features, you must create and maintain a Stripe connected account and agree to the Stripe Connected Account Agreement and other Stripe terms that apply to you.

You authorize Ruunly to:

• create, access, and manage payment-related objects for your connected account as needed to provide the Service;
• create checkout sessions, customer records, products, prices, invoices, subscriptions, payment links, refunds, and related records;
• receive and process Stripe webhooks about your transactions;
• calculate, disclose, and collect Ruunly application fees;
• share information with Stripe for onboarding, identity verification, compliance, fraud prevention, disputes, refunds, chargebacks, tax reporting, and support;
• access and use Connected Account Data to provide, secure, improve, and support the Service.

You may revoke Ruunly's access only by disconnecting Stripe or closing your Ruunly account, subject to any outstanding obligations. Revocation may disable payment, billing, membership, invoice, refund, and subscription features.

5. Payment Model

Ruunly's intended payment architecture is Stripe Connect Express with direct charges to your connected account and server-side application fees to Ruunly. End Customer payments are processed by Stripe. Ruunly does not hold itself out as a bank, money transmitter, stored value provider, escrow agent, or fiduciary.

Stripe may delay, hold, reserve, reverse, reject, or refuse payouts or transactions under Stripe's terms and risk rules. Ruunly is not responsible for Stripe's decisions, Stripe account limitations, payout timing, or payment method availability.

6. Fees

You agree to pay Ruunly's subscription fees and application fees disclosed in your plan, checkout, invoice, or dashboard. Application fees may be deducted from End Customer payments through Stripe. Stripe processing fees are separate and may be deducted by Stripe.

Ruunly fees are non-refundable except where required by law or expressly stated in writing. You remain responsible for unpaid fees, disputes, chargebacks, refunds, taxes, and negative balances associated with your use of the Service.

7. Refunds, Chargebacks, and Disputes

You are responsible for refund decisions and for responding to chargebacks and payment disputes. Ruunly may provide software tools to submit evidence, issue refunds, or update subscription status, but Ruunly does not decide card-network disputes and does not guarantee recovery.

If an End Customer obtains a chargeback, reversal, refund, credit, or dispute debit, you remain responsible for the underlying amount, associated fees, and any Ruunly fees already earned unless Ruunly is legally required to refund them.

8. Taxes

You are responsible for determining, collecting, reporting, and remitting taxes related to your sales and services, including sales tax, use tax, excise tax, admissions tax, local taxes, and any similar assessments. Ruunly may provide software fields or integrations that assist with tax workflows, but Ruunly does not provide tax advice.

9. End Customer Contracts

You must present legally sufficient terms to End Customers before purchase, subscription, or membership enrollment. At minimum, your End Customer terms must disclose:

• your legal business name and contact information;
• the service, membership, or subscription being purchased;
• price, billing frequency, and renewal terms;
• trial or promotional terms;
• cancellation methods and deadlines;
• refund policy;
• service limitations, safety rules, and eligibility requirements;
• legally required state-specific notices.

If you use Ruunly's default Consumer Membership Terms, you remain responsible for reviewing them, adding your business-specific details, and confirming they comply with laws that apply to your business and location.

10. Automatic Renewal and Membership Laws

If you sell automatic renewals, subscriptions, memberships, continuity plans, or free-to-paid offers, you must:

• clearly and conspicuously disclose material terms before collecting payment information;
• obtain affirmative consent to the recurring charge;
• send a confirmation that can be retained by the End Customer;
• provide a simple cancellation mechanism;
• provide online cancellation for online enrollment where required;
• preserve consent and cancellation records;
• send renewal, trial, price-change, or annual reminders where required;
• avoid retention flows that obstruct or delay cancellation.

Gyms, fitness studios, health clubs, wellness facilities, pools, and similar businesses may be subject to state health club laws. You are responsible for contract forms, cooling-off periods, medical or relocation cancellation rights, maximum contract length, bonding, registration, and refund timelines required by those laws.

11. Email and SMS

You may use Ruunly messaging tools only for lawful messages to recipients you are permitted to contact. You must comply with Ruunly's Communications Compliance Policy, CAN-SPAM, TCPA, FCC rules, state telemarketing laws, carrier requirements, and privacy laws.

You must not upload purchased, scraped, rented, harvested, or third-party marketing lists. You must not send promotional SMS without prior express written consent. You must not send commercial email without accurate sender information, a valid physical postal address, and a working unsubscribe method.

Ruunly may block, throttle, review, suspend, or refuse messages that create legal, deliverability, carrier, abuse, or reputational risk.

12. Privacy and Data Protection

You are responsible for providing legally required privacy notices to End Customers and for obtaining rights and consents needed for Ruunly and its subprocessors to process End Customer data. You will not submit protected health information subject to HIPAA, children's data, government IDs, payment credentials, or other highly sensitive data unless Ruunly has expressly approved that use in writing.

You authorize Ruunly to process Merchant Data and End Customer Data to provide, secure, support, analyze, and improve the Service, and as otherwise described in Ruunly's Privacy Policy and Data Processing Addendum.

13. Prohibited Activities

You may not use Ruunly for unlawful, deceptive, fraudulent, harmful, infringing, abusive, or high-risk activities. You may not process payments or send messages for goods or services prohibited by Stripe, Telnyx, Resend, carrier rules, or Ruunly's Acceptable Use Policy.

14. Suspension

Ruunly may suspend or restrict your account, website, messaging, payment, or subscription features if:

• you violate this Agreement or Ruunly's policies;
• Stripe, Telnyx, Resend, a carrier, or another provider suspends or restricts your activity;
• your account creates excessive fraud, dispute, chargeback, spam, legal, security, or reputational risk;
• Ruunly is required to do so by law, court order, provider requirement, or card-network rule.

Ruunly will try to provide notice when reasonable, but may act immediately where needed to protect End Customers, Ruunly, providers, or the platform.

15. Indemnity

You will defend, indemnify, and hold harmless Ruunly from claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from your business, End Customer relationships, services, content, messages, taxes, refunds, disputes, chargebacks, legal violations, Stripe connected account, or breach of this Agreement.

16. Survival

Sections about fees, refunds, disputes, taxes, privacy, data protection, indemnity, limitations of liability, and records survive termination.

17. Contact

Questions about this Agreement: [email protected]