Brand Terms of Service

1. Marketplace Role

RepRally provides a technology platform that enables independent third parties to discover, communicate, and transact with one another. RepRally is a marketplace facilitator only and does not take title to products, does not own or control inventory, does not set pricing, does not provide product warranties, and does not assume responsibility for product safety, labeling, recalls, or regulatory compliance.

All transactions occur directly between Brands and Retailers. RepRally does not take title to products, does not own or control inventory, does not set pricing, and does not provide product warranties. Nothing in these Brand Terms creates any agency, partnership, joint venture, employment, fiduciary, or franchise relationship between you and RepRally.

2. Brand Accounts and Eligibility

2.1 Application and Approval

To sell products through the Services as a Brand, you must submit an application for a Brand account and be approved by RepRally (a "Brand Account"), as further described in the Platform Terms. By applying for and maintaining a Brand Account, you represent that you have the authority to bind the entity on whose behalf you are acting. As part of the application and ongoing use of the Services, you agree to provide accurate, current, and complete information, including any documentation reasonably requested by RepRally to evidence product compliance, safety, labeling, and regulatory approvals, and, if applicable, documentation demonstrating that you have the necessary rights and authorizations to sell or distribute any third-party branded products you seek to list on the Services.

By accepting these Brand Terms and submitting the requested information during the Brand application process, you authorize RepRally, its affiliates, and its third-party payment processors to facilitate, settle, and disburse payments to you in connection with Transactions conducted through the Services, including on your behalf and, where applicable, on behalf of authorized third-party brands whose products you distribute. RepRally will use commercially reasonable efforts to review Brand applications in a timely manner; however, you acknowledge that RepRally may accept only a limited number of Brands at any given time and is not obligated to approve or maintain any Brand Account. RepRally reserves the right to reject, suspend, or revoke a Brand Account at any time in accordance with these Brand Terms and the Platform Terms. You acknowledge and agree that RepRally shall have no liability arising from or related to the Brand application or approval process.

2.2 Distributors

If you intend to distribute products on behalf of a third-party brand, you must obtain and maintain express written authorization from the applicable brand. Such authorization must, at a minimum, identify the brand name, the specific products authorized for sale, and relevant contact information, and must be provided to RepRally upon request for legal, compliance, and quality assurance purposes.

3. Brand Listings and Onboarding

3.1 Brand Listings

Your products may be displayed through the Services via Brand Listings that appear in the store-facing portal and Rep ordering tools. You are responsible for ensuring that all Brand Listings are accurate, complete, and current. RepRally may format, display, modify, or remove Brand Listings as necessary to operate the Services, maintain marketplace standards, or comply with applicable laws and policies.

3.2 Catalog Information

You are solely responsible for maintaining accurate product names and variants; providing correct case sizes and minimum order quantities; providing accurate wholesale pricing and suggested retail pricing; and keeping descriptions, images, and availability status current.

3.3 Order Minimums and Lead Times

You are solely responsible for providing accurate shipping lead times; disclosing applicable minimum order quantities; updating lead times as fulfillment conditions change; and ensuring transparency for Retailers. RepRally may adjust displayed lead times based on historical fulfillment performance to ensure transparency for Retailers.

4. Content License and Brand Representations

You grant RepRally a worldwide, non-exclusive, royalty-free, sublicensable license to use your trademarks, product images, descriptions, and other content you provide in connection with operating, marketing, and promoting the Services, consistent with the Platform Terms.

You represent and warrant that you own or have all necessary rights to the content and products you provide, that such content and products do not infringe third-party rights, that all product and pricing information is truthful and non-misleading, and that your products comply with applicable laws and regulations.

5. Brand Obligations

5.1 Product Safety and Regulatory Compliance

Brand retains sole ownership of all products listed and sold through the Services at all times. Title to and risk of loss for products pass directly from Brand to Retailer and do not vest in RepRally at any time. Brand is solely responsible for compliance with all applicable product safety, labeling, advertising, import/export, environmental, and consumer protection laws, including but not limited to FDA, USDA, TTB, ATF, CPSC, FTC, and state equivalents.

Prohibited Products. Brand may not list, market, or sell products through the Services that are illegal, unsafe, counterfeit, stolen, subject to recall, or otherwise prohibited under applicable law, or that require licenses, permits, or approvals that Brand does not hold. Prohibited products include, without limitation, controlled substances, counterfeit or trademark-infringing goods, products with false or unsubstantiated health or safety claims, recalled or embargoed products, and weapons or hazardous materials except where expressly approved in writing by RepRally.

Platform Enforcement. RepRally may, but is not obligated to, review, remove, suspend, or restrict listings or Accounts that it reasonably believes involve prohibited products or present legal, regulatory, or reputational risk to the Platform. RepRally does not assume responsibility for verifying product legality or regulatory compliance.

5.2 Accurate Listings and Availability

You are solely responsible for (i) maintaining accurate descriptions, images, pricing, and availability; (ii) promptly updating listings to reflect changes; (iii) avoiding misleading or stale information; and (iv) communicating material changes in fulfillment capability. RepRally may modify, format, or adjust listings for operational, technical, or marketplace consistency purposes. Brand will not be liable for errors, discrepancies, or outdated information caused by RepRally-initiated edits, system changes, or backend processes outside of Brand's direct control. Brand must notify RepRally of any material changes in fulfillment capability.

5.3 Pricing Authority and FTC Compliance

Brand independently sets all wholesale prices, minimum advertised prices (if any), discounts, promotions, and suggested retail pricing. RepRally does not set, control, or mandate pricing and does not engage in resale price maintenance. Brand represents that all pricing, promotional, and comparative claims are truthful, substantiated, and not misleading under applicable FTC and state consumer protection laws.

To support operational stability and accurate store-facing information, Brand must provide RepRally with reasonable advance notice of material pricing changes, generally no less than fourteen (14) days prior to the proposed effective date, unless otherwise approved by RepRally. RepRally may, in its reasonable discretion, delay implementation, request clarification, or maintain prior pricing for orders already placed or in progress.

RepRally may establish reasonable, objective rules governing Promotion eligibility, structure, timing, duration, and presentation (including placement, labeling, formatting, and consumer-facing display), and may approve, decline, suspend, or remove Promotions to protect Platform integrity, ensure consistency, or comply with applicable law or policy. RepRally's administration of Promotions does not constitute control over Brand pricing. RepRally may determine how pricing, fees, and promotions are displayed within the Platform, including formatting, rounding, and the application of Platform fees, provided that such display does not alter the wholesale price set by Brand. Promotional pricing offered through the Platform is subject to RepRally approval, reasonable advance notice, and compliance with applicable Platform policies.

Brand may not engage in deceptive, misleading, or unlawful pricing practices, including conduct intended to misrepresent discounts, circumvent Platform fees or Product Guarantee eligibility, or improperly divert transactions off the Platform. Nothing in this section requires Brand to match competitor pricing, offer most-favored-nation terms, or participate in promotions absent a separate written agreement.

Nothing in this section is intended to prohibit conduct that is expressly protected under applicable law, including California Business and Professions Code §16600.

5.4 Recalls and Safety Issues

You are solely responsible for initiating, managing, funding, and completing any product recall, market withdrawal, or safety correction. You must promptly notify RepRally of any actual or suspected safety issue or regulatory inquiry affecting products sold through the Services. RepRally may suspend or remove affected listings and facilitate communications with Retailers as reasonably requested, but does not assume responsibility for recall execution.

5.5 Non-Exclusivity

The relationship between the parties is non-exclusive. Brand may sell its products through other channels, platforms, distributors, or direct sales, subject only to the limited non-circumvention obligations expressly set forth herein.

6. Orders and Fulfillment

Orders may be placed by Retailers directly or facilitated by Representatives through the Services. You are solely responsible for reviewing and accepting orders, picking, packing, maintaining accurate inventory levels and promptly removing unavailable or discontinued products, shipping products, selecting carriers, providing valid tracking information, and resolving fulfillment issues, including shortages, damages, defects, or incorrect shipments. RepRally does not assume responsibility for fulfillment errors or carrier performance.

7. Shipments and Cancellations

7.1 Tracking and Cancellation

An order is considered shipped only once the carrier has recorded an origin scan. If an order remains in pre-transit status for more than three (3) business days, RepRally may cancel the order, issue credits or refunds, withhold payouts, and recover associated costs. Submission of invalid or fabricated tracking information constitutes a material breach.

7.2 Cancellation Prior to Shipment

Orders may be eligible for cancellation only prior to shipment. RepRally may deduct applicable administrative or processing fees from Brand payouts.

7.3 Cancellation After Shipment

Orders that have shipped are not eligible for cancellation and must be handled in accordance with the Returns or Issue Resolution policies below.

8. Product Guarantee Program

8.1 Product Guarantee

RepRally may, at its discretion, offer a limited Product Guarantee Program intended to support initial product adoption by Retailers. The Product Guarantee Program is a limited commercial accommodation and does not constitute a product warranty, guarantee of sell-through, assurance of future orders, or representation regarding product performance. RepRally does not purchase, take title to, or take possession of products under the Product Guarantee Program and does not assume responsibility for product quality, safety, labeling, regulatory compliance, or fitness for sale. Brands may elect to opt out of the Product Guarantee program by providing five (5) business days' written notice. Opt-out applies prospectively and does not affect orders placed prior to the effective opt-out date. Participation in the Product Guarantee Program does not create any distributor, buy-back, or inventory ownership obligation for RepRally.

8.2 Eligibility; First-Time Purchase Limitation

Unless otherwise expressly stated in the Platform, the Product Guarantee Program applies only to a Retailer's first purchase of a specific SKU (brand → product → variant). All subsequent purchases of the same SKU are final sale and are not eligible for the Product Guarantee Program. Eligibility is determined using Platform data and systems, and RepRally's determination of eligibility shall be final and binding.

8.3 Quantity Cap (MOQ-Level)

The maximum quantity eligible for any Product Guarantee Program remedy is capped at the Brand's stated minimum order quantity ("MOQ") for the applicable SKU at the time the order was placed. Units purchased in excess of the MOQ are not eligible for any remedy. Brand is solely responsible for maintaining accurate MOQ settings and may not retroactively modify MOQ values to limit exposure for orders already placed.

8.4 Excluded Products

The Product Guarantee does not apply to seasonal items, general merchandise or non-consumable goods, regulated products, perishables, and products with less than sixty (60) days of shelf life remaining at delivery. Excluded products will be clearly designated as "Final Sale," "No Product Guarantee," or similar designations within the platform. RepRally may update excluded categories at any time to address regulatory, operational, or risk considerations.

8.5 Returns; Unsold Inventory

Requests to return unsold inventory up to the applicable MOQ under the Product Guarantee Program must be submitted through the Platform no earlier than sixty (60) days and no later than six (6) months from the delivery date of the applicable order, unless a different window is expressly communicated through the Platform or required by law. Requests may require reasonable supporting documentation, including photos or inventory confirmation, sufficient to evaluate eligibility.

Within this submission window, Retailers may request return or credit for unsold inventory solely up to the applicable MOQ for the eligible SKU. Inventory quantities in excess of the MOQ are not eligible for return, credit, or refund under the Product Guarantee Program. Requests may require reasonable supporting documentation, including inventory confirmation, photos, lot codes, or expiration dates, sufficient to evaluate eligibility.

Except where prohibited by law or where RepRally permits otherwise, products eligible for return must be unused, in original packaging, and in saleable condition. RepRally may approve remedies that do not require physical return where disposal or alternative handling is appropriate. The Product Guarantee Program is a limited commercial accommodation intended to support initial product adoption and does not constitute a guarantee of sell-through, product velocity, reorder activity, or long-term placement.

8.6 Brand Financial Responsibility; Offsets

Brand bears sole responsibility for all costs associated with the Product Guarantee Program, including refunds, credits, shipping, return labels, handling, disposal, chargebacks, and Representative commissions associated with refunded or credited orders. Brand authorizes RepRally to issue credits or refunds to Retailers to preserve Platform trust and to deduct or offset corresponding amounts (including associated costs) from Brand payouts in accordance with these Brand Terms and the General Terms.

8.7 Brand Response and Processing Expectations

Where Brand action is required, Brand must acknowledge Product Guarantee Program requests within three (3) business days and complete processing within fourteen (14) days of receipt of returned product, if applicable. For requests where a return is verified, the Brand agrees to issue the applicable credit or refund (or confirm RepRally issuance) within five (5) business days after processing/verification. If Brand fails to meet these timelines, RepRally may issue credits or refunds directly and offset Brand payouts accordingly.

8.8 No Expansion of RepRally Obligations

Nothing in this Section expands RepRally's role beyond that of a marketplace facilitator. RepRally has no obligation to purchase inventory, warehouse products, extend submission windows, increase quantity caps, or provide remedies beyond those expressly stated herein. Brand remains solely responsible for all unsold inventory beyond the limits of the Product Guarantee Program.

8.9 Monitoring, Abuse, and Enforcement

RepRally may monitor Product Guarantee Program usage and related activity to prevent abuse, manipulation, or non-compliance. Patterns of abuse or misuse by a Brand or Retailer may result in restriction or removal of Product Guarantee eligibility, documentation requirements, payout holds, reduced visibility, suspension, or termination, consistent with these Brand Terms and the General Terms.

9. Returns for Order Issues

9.1 Eligible Order Issues

Returns or credits may be issued solely for damaged or defective products, incorrect or missing items, or material discrepancies. Retailers must report any eligible order issue through the Platform within fourteen (14) calendar days of delivery, unless a shorter reporting period is required by law or expressly stated in a Program Addendum. Issues reported after the applicable reporting window may be deemed ineligible.

9.2 Resolution Timeline

For any timely reported Order Issue, Brand bears sole responsibility for evaluation, response, and resolution, including: (i) acknowledging receipt of the Order Issue within twenty-four (24) hours of notification through the Platform; (ii) resolving the Order Issue within three (3) business days, including approval, denial with a reasonable explanation, or a request for additional documentation reasonably necessary to assess eligibility; (iii) providing any required return instructions, replacement confirmation, or other remediation steps; and (iv) implementing commercially reasonable corrective action. Brand acknowledges that failure to meet these obligations may impact Retailer trust and Platform integrity.

9.3 RepRally Resolution Authority

If Brand fails to acknowledge or resolve a timely reported Order Issue within the timelines set forth above, RepRally may, in its reasonable discretion, issue credits or refunds to the Retailer to preserve Platform trust and recover associated amounts and costs from Brand payouts in accordance with the applicable Terms. RepRally's exercise of such discretion does not create any obligation to resolve future Order Issues.

10. Payments and Fees

10.1 Payment Timing

Payments are remitted on a scheduled, batch-processed basis following confirmed delivery, subject to applicable dispute windows, processor requirements, holds, reserves, deductions, and offsets as described in the Platform Terms, these Brand Terms, and any applicable SLAs or Program Addenda. Payouts are generally issued Net thirty (30) days from confirmed delivery and included in the next regularly scheduled payout cycle following the applicable due date. RepRally may modify payout schedules or processing days from time to time for operational, banking, or risk-management reasons.

10.2 Offsets and Chargebacks

RepRally may deduct or offset amounts relating to returns, refunds, disputes, fulfillment failures, promotional adjustments, or platform service fees in accordance with applicable policies.

10.3 Platform Fees

RepRally charges a flat marketplace fee (typically 15–20%) covering access to the platform, order facilitation, sales representation, payment processing, and related services. RepRally determines internal allocation of this fee in its sole discretion.

10.4 Credits, Deductions, and Fees

RepRally may deduct or offset from Brand payouts amounts associated with (i) approved cancellations; (ii) approved returns or refunds; (iii) Product Guarantee credits; (iv) shipping and handling costs; (v) rep commissions tied to cancelled, returned, or refunded orders; and (vi) administrative costs incurred while resolving issues. RepRally may withhold, offset, or claw back payouts for chargebacks, refunds, disputes, fraud, fulfillment failures, or violations of these Brand Terms. All credits and deductions will be reflected in the Brand dashboard.

11. Data Rights and Use

Brands may use Retailer data solely to fulfill orders. Aggregated and de-identified platform analytics are owned by RepRally. Brands receive a limited right to access their transactional data for internal business purposes only. You may not use platform data, Rep relationships, or Retailer information to intentionally circumvent the Services or RepRally's role as marketplace facilitator. Brand may not use Retailer or Rep data to build competing marketplaces, bypass RepRally, or replicate platform functionality.

12. Non-Circumvention

12.1 Non-Circumvention

For a period of twelve (12) months following a Retailer's first transaction with Brand through the Services, Brand agrees not to knowingly solicit or accept off-platform orders from such Retailer where the relationship was initiated through RepRally ("RepRally-Introduced Retailer"), unless otherwise agreed in writing. This restriction does not apply to documented pre-existing relationships, unsolicited inbound inquiries, or sales unrelated to products listed on the Services.

12.2 Non-Circumvention Violations and Remedies

If RepRally determines, in good faith, that Brand has violated its non-circumvention obligations with respect to one or more RepRally-introduced accounts, RepRally may, in its sole discretion:

• Immediately suspend or terminate Brand's access to the Services;
• Withhold any unpaid amounts attributable to the diverted accounts; and
• Assess liquidated damages equal to the greater of (i) $10,000 per diverted account or (ii) twelve (12) months of average historical platform fees generated from such account, which the parties agree constitutes a reasonable estimate of RepRally's anticipated damages at the time of contracting.

The parties acknowledge that actual damages arising from non-circumvention would be difficult to determine with certainty and that the liquidated damages set forth herein are not intended as a penalty, but as a reasonable approximation of harm. RepRally may also seek injunctive relief to prevent ongoing or future violations.

13. Indemnification and Liability

13.1 Indemnification and Liability

You agree to indemnify RepRally for claims arising from products, Content, regulatory non-compliance, or fulfillment failures. RepRally disclaims indirect or consequential damages to the maximum extent permitted by law.

13.2 Insurance

Brands are responsible for maintaining commercially reasonable product and general liability insurance appropriate to their products and operations. RepRally may request proof of coverage.

14. Suspension and Termination

Suspension, termination, and modification of these Brand Terms are governed by the Platform Terms. Upon termination, RepRally may hold payouts to resolve outstanding disputes, returns, chargebacks, or other obligations. Provisions that by their nature should survive will survive termination.

15. Modifications

RepRally may update these Brand Terms from time to time. Continued use of the Services after updates constitutes acceptance of the revised terms.

16. Communications

All communications, notices, questions, disputes, and support requests relating to the Platform, these Terms, or any Program must be submitted through RepRally's designated support channels at support@reprally.com or operations@reprally.com, unless a different address or method is expressly specified in writing by RepRally. Communications sent to other email addresses or individuals may not be received or processed and will not constitute effective notice.