RepRally Outpost Program Master Services Agreement

1. DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below:

• "Agreement" means this Master Services Agreement together with all executed Outpost Program Agreements, SOWs, Exhibits, and written amendments.
• "Account Management Channels" means RepRally's designated communication channels for Brand, consisting of RepRally's assigned account manager and such other official channels as RepRally may specify in writing from time to time.
• "Brand" means the legal entity identified in any executed Outpost Program Agreement or SOW.
• "Brand Materials" means all trademarks, trade names, logos, service marks, product images, packaging, descriptions, pricing, MSRP data, and other materials furnished by Brand to RepRally in connection with this Agreement.
• "Claim" means any third-party action, demand, lawsuit, proceeding, investigation, or regulatory inquiry.
• "Confidential Information" means any non-public business, financial, technical, operational, or strategic information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person in the receiving party's position would understand to be confidential given the nature of the information and the circumstances of disclosure.
• "DMA" means a Designated Market Area as defined by Nielsen Media Research, encompassing a major metropolitan region with a minimum of 5,000 addressable retail door locations as identified in RepRally's platform data. RepRally's determination of DMA scope and store count is final and binding on Brand, subject to RepRally providing Brand with fourteen (14) days written notice of any material change to DMA scope or store count methodology.
• "Effective Date" means the earlier of: (a) the date the SOW is fully executed by the Parties; or (b) Brand's initial access to or use of the Services or Platform.
• "Force Majeure Event" means any cause or condition beyond a party's reasonable control, including without limitation: acts of God; fire; flood; earthquake; hurricane; pandemic or epidemic; government laws, orders, or regulations; acts of terrorism or war; civil unrest; labor strikes not involving the affected party; telecommunications infrastructure failure; or cyberattacks or other malicious third-party interference with RepRally's systems or infrastructure.
• "Initial Term" means the three (3) calendar month period beginning on the Effective Date of the applicable Outpost Program Agreement, as defined therein.
• "KPI Schedule" means a written schedule of mutually agreed performance targets for each active DMA, signed by authorized representatives of both parties.
• "Losses" means any and all claims, damages, judgments, awards, settlements, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees and court costs.
• "Outpost Program Agreement" means any SOW, letter agreement, or statement of work executed by both parties that references and incorporates this Master Services Agreement.
• "Party" and "Parties" have the meanings set forth in the preamble to these Terms.
• "Platform" means RepRally's proprietary software platform, including all dashboards, reporting tools, data systems, APIs, and supporting infrastructure.
• "Rep" means any independent contractor (1099) or W-2 employee engaged or employed by RepRally to perform field sales, merchandising, reporting, or related services under this Agreement.
• "Services" means all activities, deliverables, and support RepRally provides to Brand under this Agreement and any Outpost Program Agreement, including Rep deployment, field execution, account management, and reporting.
• "Site" means the RepRally webpage at which these Terms are made available, as referenced in Brand's SOW.
• "Term" means the Initial Term and any renewal periods under the applicable Outpost Program Agreement.
• "Terms" has the meaning set forth in the preamble and refers to these Outpost Program Master Services Agreement Online Terms and Conditions, as updated from time to time.

2. SCOPE OF SERVICES AND PROGRAM FRAMEWORK

2.1 Rep-as-a-Service Model. The Outpost Program is a rep-as-a-service offering. RepRally provides Brand with access to RepRally's managed Rep network to conduct field sales outreach, in-store product placement, shelf execution, merchandising, and market reporting in Brand's selected DMAs. Brand is purchasing access to RepRally's service infrastructure and operational platform. This Agreement does not constitute a staffing, employment, or temporary labor arrangement. No employment, agency, joint venture, staffing agency, franchise, or partnership relationship is created between RepRally and Brand, or between Brand and any Rep, by reason of this Agreement.

2.2 No Guaranteed Outcomes. RepRally does not guarantee any specific sales volume, revenue amount, order frequency, store count, distribution level, shelf placement, or any other business or commercial result under this Agreement or any Outpost Program Agreement. RepRally will use commercially reasonable efforts (as measured against the targets in any signed KPI Schedule) to achieve those performance targets. Brand expressly acknowledges and agrees that market conditions, competitive factors, retailer reception, product pricing, product quality, and Brand's own fulfillment and inventory performance are material variables outside RepRally's control and shall not constitute grounds for any fee reduction, credit, refund, or termination claim against RepRally.

2.3 Rep Independence — Exclusive RepRally Relationship. All Reps performing Services under this Agreement are affiliates of RepRally exclusively. Reps are not, and shall not be deemed to be, employees, agents, subcontractors, servants, or representatives of Brand for any purpose whatsoever. Brand has no right to: (a) direct, supervise, evaluate, discipline, or control any Rep; (b) set any Rep's work schedule or daily priorities; (c) communicate directly with any Rep outside RepRally's designated account management channels, meaning RepRally's assigned account manager and such other communication channels as RepRally may specify in writing from time to time (collectively, Account Management Channels); or (d) offer any Rep any compensation, employment, or engagement opportunity. Any unauthorized direct contact, instruction, or communication between Brand and any Rep — including by text, email, phone, social media, or in-person — constitutes a material breach of this Agreement entitling RepRally, upon RepRally's reasonable determination that unauthorized contact has occurred, to: (i) immediately suspend all Services without refund; (ii) pursue liquidated damages under Section 6; and (iii) seek all other available legal and equitable remedies.

2.4 Co-Employment Prohibition and Indemnification. Brand shall take no action, directly or indirectly, that could give rise to a co-employment, joint-employer, employee leasing, worker misclassification, or similar claim involving any Rep under any federal, state, or local law. Without limiting the foregoing, Brand shall not: (a) supervise or direct the manner or method of any Rep's work; (b) require Reps to comply with Brand's internal HR policies; or (c) provide any Rep with tools, equipment, or benefits typically associated with an employment relationship. All field operations, store visits, in-store execution, and Rep activities under this Agreement are conducted exclusively by RepRally's personnel. Brand personnel shall not be present at, participate in, or attend any store visit, field execution activity, or Rep-led retail interaction conducted under this Agreement. All Brand communications regarding field execution must be submitted exclusively through RepRally's Account Management Channels. Brand shall have no role, direct or indirect, in determining the wages, hours, benefits, or working conditions of any Rep, and does not and shall not exercise or reserve the right to exercise control over any term or condition of any Rep's employment or engagement with RepRally. Brand's indemnification obligations under Section 8.1 expressly and unconditionally cover any Claim, fine, penalty, or Losses arising from Brand's violation of this Section 2.4, including any government investigation or enforcement action.

2.5 Platform Dashboard — No Operational Control. Brand's access to RepRally's Platform and dashboard is for informational and reporting purposes only. The ability to view Rep activity data, store visit logs, and performance metrics through the Platform does not confer any right of Brand to direct, evaluate, or control Rep activities. RepRally retains sole discretion over all operational decisions related to Rep deployment and execution.

2.6 Multiple Brand Representation; No Exclusivity. Brand acknowledges that RepRally may provide the Outpost Program to multiple brands, including brands in the same or similar product categories, operating in the same DMAs. RepRally does not represent that Brand will receive exclusive territory, category, or market coverage under this Agreement or any Outpost Program Agreement. Exclusivity arrangements, where available, are subject to a separate written agreement and additional fees as mutually agreed by the parties in writing. RepRally has no obligation to offer or enter into any exclusivity arrangement. The absence of exclusivity shall not constitute a breach of this Agreement or give rise to any claim, fee reduction, or termination right on Brand's part.

2.7 RepRally Employment Law Compliance. RepRally represents and warrants, on a continuing basis throughout the Term, that: (a) all Reps performing Services under this Agreement are classified as employees (W-2) or independent contractors (1099) in compliance with all applicable federal, state, and local employment laws, including the Fair Labor Standards Act, applicable state wage and hour laws, and applicable worker classification tests in each active DMA; (b) RepRally pays all W-2 Reps at least minimum wage and all applicable overtime compensation required by law in each active DMA; and (c) RepRally is solely responsible for withholding and remitting all payroll taxes, employment taxes, and contributions required by law with respect to all W-2 Reps. RepRally shall promptly notify Brand in writing if any federal, state, or local government authority initiates an investigation or proceeding relating to the classification or employment status of any Rep performing Services for Brand's program. RepRally further represents and warrants that it maintains Workers' Compensation insurance as required by applicable law for all W-2 Reps in all states where such Reps operate, and that all independent contractor Reps are engaged under written agreements consistent with their classification.

3. SERVICES

3.1 Standard Services Per Active DMA. In each active DMA during the Term, RepRally will provide the following Services: (a) deployment and active management of at least one Rep with experience in Brand's product category and retailer profile; (b) retail store outreach and product placement execution per the strategy discussed during onboarding and documented in any signed KPI Schedule; (c) in-store merchandising, shelf execution, and sampling support where applicable and as mutually agreed; (d) photo verification of product placement and MSRP compliance; (e) store visit tracking and Rep activity reporting; (f) Brand access to RepRally's real-time dashboard and performance reporting tools; and (g) an assigned account manager for performance review, Brand communication, and program optimization.

3.2 Platform Service Level Agreement. RepRally targets ninety-nine percent (99%) monthly availability for the Brand dashboard and reporting platform. In any calendar month where platform availability falls below 99% due to causes within RepRally's reasonable control, Brand's sole and exclusive remedy is a pro-rated service credit equal to the downtime percentage multiplied by that month's program fee, applied to the following month's invoice. Platform downtime does not entitle Brand to withhold payment, terminate this Agreement, or seek any other remedy. The following events are expressly excluded from SLA calculations: (i) scheduled maintenance windows communicated to Brand at least 24 hours in advance; (ii) downtime resulting from Force Majeure Events; (iii) third-party infrastructure failures beyond RepRally's control; and (iv) any downtime caused by Brand's actions or omissions.

3.3 KPI Schedule. RepRally and Brand will collaborate to document monthly performance targets for each active DMA in a mutually agreed KPI Schedule, to be signed by authorized representatives of both parties within fifteen (15) days of program start. If Brand fails to execute a KPI Schedule within this period, RepRally's performance obligations under this Agreement default to commercially reasonable efforts, and Brand expressly waives any right to claim that RepRally has underperformed based on any unstated or informally communicated expectations. Material deviation from the targets set forth in a signed KPI Schedule over two (2) consecutive months — whether due to market conditions, retailer reception, or other external factors — shall entitle RepRally to propose revised program fees and targets to reflect updated market conditions, with thirty (30) days written notice to Brand.

3.4 Rep Assignment and Reassignment. RepRally reserves the right, in its sole discretion, to assign, reassign, replace, or supplement Reps in any DMA at any time. RepRally will provide Brand with five (5) business days written notice of any planned Rep reassignment. In the event of an emergency reassignment (including Rep illness, termination for cause, safety concern, or force majeure), RepRally will notify Brand as soon as reasonably practicable. Brand's sole remedy for any Rep reassignment is early program exit per the cancellation terms in the applicable Outpost Program Agreement. Rep reassignment does not reduce, suspend, or defer Brand's fee obligations.

3.5 DMA Modifications. Brand may add or reduce active DMAs with fourteen (14) days prior written notice. Changes take effect at the start of the next billing cycle. Pricing adjusts based on total active DMAs per the applicable tier in the Outpost Program Agreement. Any DMA reduction that causes Brand's total active DMA count to fall below the threshold for the current pricing tier will result in automatic repricing to the next applicable higher tier effective at the next billing cycle.

4. FEES, PAYMENT, AND TERM

4.1 Program Fees. All program fees, commission rates, transaction fees, and platform charges are set forth in the applicable Outpost Program Agreement. No fee or charge applies to Brand unless expressly specified in a signed Outpost Program Agreement or written amendment signed by authorized representatives of both parties. Additional fees applicable to orders processed through the RepRally platform, including sales commissions and transaction charges, are set forth in the applicable Outpost Program Agreement and are binding upon execution of such SOW.

4.2 Fee Accrual. All fees accrue immediately on the Effective Date of the applicable Outpost Program Agreement, regardless of whether Brand has commenced active market operations, submitted materials, or initiated any DMA activity. Brand expressly acknowledges that RepRally incurs onboarding, training, network, and operational costs from the Effective Date and that fee accrual from that date is a material and agreed term of this Agreement.

4.3 Invoicing and Payment. Program fees are invoiced on the 1st of each calendar month and are due and payable on the 15th of the same month. All invoices are delivered electronically to the billing email address specified in the Outpost Program Agreement. Failure to receive an invoice does not excuse or defer Brand's payment obligation. All amounts are payable in United States dollars. RepRally reserves the right to require prepayment or a security deposit from any Brand that has had one or more payments more than fifteen (15) days overdue during the Term.

4.4 Late Payment. Any amount not received by RepRally by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, beginning ten (10) calendar days after the due date following a written cure notice from RepRally. Interest accrues on a daily basis on all overdue amounts. RepRally may suspend all Services upon five (5) days written notice if any payment remains outstanding following the cure period, without waiving its right to collect all outstanding principal, accrued interest, and costs of collection, including reasonable attorneys' fees.

4.5 Fee Adjustments. RepRally may adjust program fees upon thirty (30) days written notice to Brand. Any adjustment takes effect no earlier than the first billing cycle following the end of the notice period. During the Initial Term of any Outpost Program Agreement, a fee adjustment notice does not entitle Brand to cancel without incurring all remaining Initial Term fees, which remain due in full. After the Initial Term, Brand may cancel on thirty (30) days prior written notice if Brand does not accept an adjusted fee, subject to the standard cancellation terms in the applicable Outpost Program Agreement.

4.6 Taxes. All fees are exclusive of applicable taxes, duties, levies, or charges of any kind imposed by any governmental authority, including sales, use, value-added, goods and services, and withholding taxes. Brand is responsible for all such taxes arising from this Agreement, excluding taxes imposed on RepRally's net income. If RepRally is required by law to collect any such tax, it will be added to Brand's invoice as a separate line item. If Brand is required by applicable law to withhold any amounts from payments to RepRally, Brand shall gross up such payments so that RepRally receives the full invoiced amount net of any withholding.

4.7 Non-Refundability. All fees paid under this Agreement are non-refundable except as expressly stated in this Agreement. The pro-rated service credit under Section 3.2 (Platform SLA) is the sole exception to this non-refundability provision and does not apply to program fees generally.

4.8 Term and Auto-Renewal. Each Outpost Program Agreement runs for the Initial Term specified therein and automatically renews for successive three (3) month periods under the same terms and conditions unless either party provides timely written notice of non-renewal per the applicable Outpost Program Agreement. Brand expressly waives any right to assert that silence or continued receipt of Services does not constitute acceptance of auto-renewal. Auto-renewal fees are charged at the then-current rates.

4.9 Cancellation During Initial Term. Cancellation of any Outpost Program Agreement during the applicable Initial Term, for any reason other than RepRally's uncured material breach under Section 11.3 (meaning a breach that materially and substantially impairs Brand's ability to receive the core Services), will result in all remaining Initial Term fees becoming immediately due and payable in full as liquidated damages. The parties agree that this amount represents a reasonable pre-estimate of RepRally's damages from lost revenue, network deployment costs, and operational investment, not a penalty.

5. BRAND OBLIGATIONS

5.1 Materials and Onboarding — Time is of the Essence. Brand must deliver all required product information, MSRP pricing, compliance documentation, product samples, training materials, planogram guidance, and merchandising assets to RepRally within fourteen (14) calendar days of program start or activation of any new DMA. Time is of the essence with respect to this obligation. If Brand fails to deliver required materials within this window, RepRally may, at its sole election, pause Services in the affected DMA without any refund, fee reduction, or liability to Brand, until all required materials have been received and RepRally confirms readiness to resume. The 14-day delivery period may be extended only by a signed written amendment.

5.2 Inventory and Fulfillment. Brand must maintain sufficient inventory levels and order fulfillment capacity to process all orders generated through the program throughout the Term. Brand agrees to provide RepRally with at least ten (10) business days advance written notice of any inventory shortage, fulfillment disruption, or supply chain issue that Brand knows of or reasonably should have known given its inventory management practices, that may affect any active DMA. Inventory failures or fulfillment delays that impair Rep effectiveness or customer satisfaction: (a) do not reduce Brand's fee obligations; (b) may be treated as a material breach if unresolved for more than fifteen (15) days following written notice from RepRally; and (c) shall not constitute grounds for any offset, credit, or fee reduction.

5.3 Product Legal Compliance and Warranty. Brand represents and warrants, on a continuing basis throughout the Term, that: (a) all products promoted under this Agreement comply with all applicable federal, state, local, and municipal laws, regulations, safety standards, and labeling requirements in each active DMA; (b) Brand holds all required licenses, permits, certifications, and regulatory approvals for the manufacture, distribution, and sale of its products in each active DMA; (c) Brand's products do not infringe any third-party intellectual property rights, including patents, trademarks, trade dress, or copyrights; (d) all product descriptions, ingredient information, pricing, and MSRP data provided to RepRally are accurate, complete, and not misleading; and (e) Brand will promptly notify RepRally in writing within two (2) business days of any product recall, regulatory action, consumer safety concern, or governmental inquiry affecting any product active in the program. Breach of any representation or warranty in this Section 5.3 constitutes a material breach of this Agreement.

5.4 Insurance Requirements. Brand must maintain, at its sole cost and expense, throughout the Term and for two (2) years following termination or expiration of this Agreement for any reason: (a) Commercial General Liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate; (b) Product Liability insurance with limits of at least $1,000,000 per occurrence; and (c) any other insurance coverage required by applicable law in any active DMA. All Commercial General Liability and Product Liability policies must: (i) name 'RepRally, Inc.' as an additional insured by endorsement; (ii) be written by insurers rated A- or better by A.M. Best; and (iii) provide for at least thirty (30) days written notice to RepRally prior to any cancellation, material modification, or non-renewal of such policy. Brand must provide current certificates of insurance acceptable to RepRally within ten (10) business days of Agreement execution and immediately upon any policy renewal or material change. Failure to obtain or maintain required insurance coverage at any time during the Term constitutes a material breach entitling RepRally to immediately suspend Services.

5.5 Regulatory Compliance. Brand is solely responsible for obtaining and maintaining all federal, state, and local regulatory approvals, licenses, and permits required to manufacture, market, distribute, and sell its products in each active DMA. Brand shall immediately notify RepRally in writing if any regulatory approval is suspended, revoked, or subject to enforcement action. RepRally may immediately suspend Services in any affected DMA without refund obligation upon receiving notice of any such regulatory action.

5.6 Non-Compete on Program Replication. During the Term of this Agreement and for twelve (12) months following its termination or expiration for any reason, Brand shall not, within the United States, directly or indirectly develop, fund, invest in, operate, or materially support any rep-as-a-service or outsourced field sales marketplace substantially built upon RepRally's proprietary Rep network, Confidential Information, or proprietary business knowledge obtained through the Outpost Program. Brand acknowledges that RepRally's Rep network and program infrastructure represent significant proprietary investment, and that this restriction is reasonable in scope, duration, and geographic application.

6. NON-SOLICITATION OF REPRESENTATIVES

6.1 Non-Solicitation Restriction. During the Term and for twelve (12) months following the termination or expiration of this Agreement for any reason, Brand shall not, directly or indirectly, whether on its own behalf or on behalf of any third party: (a) hire, employ, engage, solicit, recruit, approach, or enter into any independent contractor arrangement with any Rep who performed any Services for or on behalf of Brand at any point during the preceding twelve (12) months; (b) encourage, induce, facilitate, or assist any Rep to terminate, reduce, or alter their engagement or employment with RepRally; or (c) offer any Rep any financial benefit, employment opportunity, equity, consulting arrangement, or other inducement related to activities competitive with or substantially similar to the Outpost Program.

6.2 Liquidated Damages. Violation of any restriction in Section 6.1 shall result in liquidated damages payable by Brand to RepRally equal to six (6) months of Brand's then-current total monthly program fees per affected Rep, calculated at the rates in effect under the applicable Outpost Program Agreement at the time of the violation. The parties expressly acknowledge and agree that: (i) RepRally's actual damages from Rep solicitation are inherently difficult to calculate with precision; (ii) this liquidated damages amount represents a genuine, reasonable, and good-faith pre-estimate of RepRally's actual damages from lost Rep network investment, training and onboarding costs, DMA coverage disruption, and program integrity harm; and (iii) this provision constitutes an agreed remedy and not a penalty within the meaning of applicable contract law. Payment of liquidated damages does not limit RepRally's right to seek additional equitable relief as set forth in Section 6.3.

6.3 Injunctive Relief. Brand acknowledges that any actual or threatened violation of Section 6.1 would cause RepRally immediate and irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, RepRally is entitled to seek preliminary and permanent injunctive relief, specific performance, and any other equitable remedy available at law or in equity, without the requirement of posting a bond or other security, in addition to and without waiving its right to liquidated damages under Section 6.2 or any other remedy available under this Agreement or applicable law.

7. INTELLECTUAL PROPERTY, BRAND MARKS, AND DATA

7.1 Brand Intellectual Property — Ownership and Retention. Brand retains all right, title, and interest in and to its trademarks, trade names, logos, service marks, product formulations, packaging, trade dress, and all Brand Materials. Nothing in this Agreement transfers, assigns, or licenses any Brand intellectual property to RepRally except as expressly set forth in Sections 7.2 and 7.3. All goodwill arising from any use of Brand Materials under this Agreement inures solely to the benefit of Brand. Upon termination or expiration of this Agreement, RepRally will promptly destroy or return all Brand Materials, and in any event within ten (10) business days of termination, whether or not Brand makes a written request.

7.2 License to RepRally for Service Delivery. Brand grants RepRally a limited, non-exclusive, non-transferable, royalty-free license to use Brand Materials solely to: (a) perform the Services during the Term; (b) conduct the marketing and promotional activities expressly authorized in Section 7.3; and (c) prepare internal reports and analyses in connection with this Agreement. This license is personal to RepRally and may not be sublicensed, assigned, or transferred to any third party without Brand's prior written consent. This license terminates automatically and immediately upon termination or expiration of this Agreement.

7.3 Marketing and Promotional Use of Brand Marks. Subject to the limitations set forth in this Section, RepRally may use Brand's name, trademarks, logos, and service marks in: (a) RepRally's customer and brand partner lists; (b) RepRally's website and social media channels; (c) RepRally's sales presentations and marketing materials; and (d) co-marketing and industry publication materials — in each case in a commercially reasonable manner consistent with industry standards for brand partner programs. RepRally may request Brand's participation in case studies, testimonials, press releases, and co-branded promotional content; any such participation is at Brand's sole discretion. Any use of Brand's marks that falls outside the scope described in this Section 7.3, including endorsement-style advertising, paid placements, or any use that implies a preferential or exclusive relationship between RepRally and Brand, requires Brand's prior written consent. RepRally agrees to use Brand's marks in accordance with Brand's trademark usage guidelines as provided by Brand from time to time and will promptly correct any non-compliant use upon written notice.

7.4 RepRally Intellectual Property. RepRally retains all right, title, and interest in and to its Platform, software, Rep network, training materials, operational processes, methodologies, know-how, aggregated market data, and all other RepRally proprietary materials. Nothing in this Agreement conveys, licenses, or transfers any RepRally intellectual property to Brand. Brand's access to the Platform and dashboard is a limited, revocable, non-exclusive, non-transferable license for Brand's internal business purposes during the Term only, subject to all terms of this Agreement. Upon termination, this license terminates immediately and all Platform access is revoked.

7.5 Data Ownership and Use Restrictions. RepRally retains ownership of all Platform data, Rep activity data, order data, and market intelligence generated in connection with this Agreement. RepRally may use aggregated, anonymized data for: (a) Platform development, improvement, and maintenance; (b) internal analytics and performance benchmarking; and (c) anonymized industry reports in which no individual Brand is identifiable without Brand's prior written consent. Brand-Identifiable Data means data that directly and explicitly identifies Brand by name or legal entity; data that is anonymized, aggregated, or combined with data from other brands such that Brand cannot be individually identified does not constitute Brand-Identifiable Data. RepRally shall not: (i) sell, license, transfer, share, or otherwise disclose Brand-Identifiable Data to any third party without Brand's prior written consent; (ii) use Brand's data to benefit a direct competitor of Brand; or (iii) use Brand Materials or Brand data for any purpose outside the scope of this Agreement. Brand may use Platform reports, dashboards, and analytics exclusively for its own internal business purposes and may not resell, sublicense, or provide any third party with access to RepRally's Platform data. Following termination of this Agreement for any reason, RepRally will delete or anonymize all Brand-Identifiable Data within ninety (90) days, unless Brand requests earlier deletion in writing.

7.6 Data Privacy and Security. Each party shall comply with all applicable data protection, consumer privacy, and information security laws and regulations, including the California Consumer Privacy Act (CCPA), the New York SHIELD Act, and all applicable federal and state data privacy laws, with respect to any personal data processed in connection with this Agreement. RepRally maintains a Data Processing Addendum (DPA) available to Brand upon written request. Brand is responsible for requesting the DPA prior to providing RepRally with any personal data subject to applicable privacy laws; upon execution of the DPA by both parties, it is incorporated into and governed by these Terms. Each party shall implement and maintain reasonable and appropriate technical and organizational security measures to protect against unauthorized access, disclosure, or destruction of the other party's data or Confidential Information. Each party shall notify the other in writing within seventy-two (72) hours of discovery of any data breach or security incident that may affect the other party's data, Confidential Information, or personal data of any Rep or end customer.

8. INDEMNIFICATION

8.1 Brand's Indemnification of RepRally. Brand agrees to defend, indemnify, and hold harmless RepRally, Inc. and its officers, directors, shareholders, employees, Reps, agents, successors, and permitted assigns (collectively, "RepRally Parties") from and against any and all Claims and Losses arising from or related to: (a) Brand's products or services, including any product liability claim, product defect, contamination, recall, or safety issue; (b) Brand's violation of any applicable federal, state, local, or municipal law, regulation, ordinance, or governmental order; (c) Brand's breach of any representation, warranty, covenant, or obligation under this Agreement; (d) Brand's unauthorized direction of, interference with, solicitation of, or communication with any Rep; (e) any co-employment, joint-employer, worker misclassification, or employee benefit claim involving any Rep, regardless of whether such claim is asserted against Brand, RepRally, or both jointly, to the extent arising from Brand's actions, omissions, instructions, or failure to comply with this Agreement; (f) Brand's negligence, gross negligence, or willful misconduct; (g) any Claim by a third party arising from Brand's products, marketing materials, or representations; or (h) Brand's violation of any third-party intellectual property right.

8.2 RepRally's Indemnification of Brand. RepRally agrees to defend, indemnify, and hold harmless Brand and its officers, directors, and employees from and against third-party Claims and Losses arising directly and solely from: (a) RepRally's gross negligence or willful misconduct in performing the Services; or (b) RepRally's material breach of its representations and warranties expressly set forth in this Agreement. RepRally's indemnification obligations are subject to the liability limitations set forth in Section 9 and do not apply to any Claims or Losses arising from Brand's actions, products, omissions, or breach of this Agreement.

8.3 Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") must: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any Claim for which indemnification is sought — provided that a delay in notice shall only affect the Indemnifying Party's obligations to the extent of actual and material prejudice caused by such delay; (b) grant the Indemnifying Party sole and exclusive control over the defense and settlement of the Claim; and (c) provide the Indemnifying Party with reasonable cooperation and assistance, at the Indemnifying Party's expense, in connection with the defense. The Indemnifying Party may not settle any Claim that imposes any obligation, restriction, admission of liability, or other burden on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

8.4 Insurance as Condition of Indemnification. Brand's indemnification obligations under Section 8.1 are in addition to, and not in lieu of, Brand's insurance obligations under Section 5.4. Failure by Brand to maintain required insurance does not limit Brand's indemnification obligations, which remain in full force regardless of insurance status.

9. LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties. THE SERVICES AND PLATFORM ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REPRALLY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; ACCURACY OR COMPLETENESS OF PLATFORM DATA; UNINTERRUPTED OR ERROR-FREE SERVICE AVAILABILITY; AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. REPRALLY DOES NOT WARRANT THAT THE SERVICES WILL MEET BRAND'S SPECIFIC BUSINESS OBJECTIVES OR THAT ANY PARTICULAR SALES OR COMMERCIAL RESULTS WILL BE ACHIEVED.

9.2 Mutual Exclusion of Consequential Damages. EXCEPT WITH RESPECT TO: (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10; (B) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) BRAND'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT.

9.3 RepRally Aggregate Liability Cap. REPRALLY'S TOTAL CUMULATIVE AGGREGATE LIABILITY TO BRAND UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ALL OUTPOST PROGRAM AGREEMENTS — WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PROGRAM FEES INVOICED TO BRAND IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE (1) MONTH OF BRAND'S THEN-CURRENT MONTHLY PROGRAM FEES AT THE RATES IN EFFECT AT THE TIME OF THE CLAIM. THIS AGGREGATE CAP APPLIES TO ALL CLAIMS COMBINED AND IS NOT A PER-CLAIM LIMIT.

9.4 Essential Basis. Each party acknowledges that the limitations of liability set forth in this Section 9 reflect a reasonable allocation of risk between sophisticated commercial parties and are an essential element of the basis of the bargain between the parties. Without these limitations, RepRally would not enter into this Agreement.

10. CONFIDENTIALITY

10.1 Confidentiality Obligations. Each party (as a "Receiving Party") agrees, with respect to Confidential Information disclosed by the other party (as a "Disclosing Party"): (a) to hold the Disclosing Party's Confidential Information in strict confidence, using no less than the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; (b) not to disclose, transmit, or make available any Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted under Section 10.2; and (c) to use Confidential Information solely for the purpose of performing or exercising rights under this Agreement and for no other purpose. These obligations survive termination or expiration of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall survive indefinitely.

10.2 Permitted Disclosures. A Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, contractors, advisors, and legal counsel who have a need to know such information for the purpose of this Agreement, provided such persons are bound by confidentiality obligations no less protective than those set forth in this Agreement; or (b) as required by applicable law, court order, or regulatory authority — provided that the Receiving Party: (i) provides the Disclosing Party with prompt prior written notice of such requirement to the extent legally permitted; (ii) cooperates with the Disclosing Party's reasonable efforts to seek protective treatment or other relief; and (iii) discloses only the minimum amount of Confidential Information necessary to comply.

10.3 Exceptions to Confidentiality. Confidentiality obligations under this Section 10 do not apply to information that the Receiving Party can demonstrate by written evidence: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records predating the disclosure; or (d) is lawfully received from a third party without restriction on use or disclosure.

10.4 Return or Destruction of Confidential Information. Upon the Disclosing Party's written request, or upon termination or expiration of this Agreement, the Receiving Party will promptly return or certifiably destroy all Confidential Information of the Disclosing Party in its possession or control, and will certify such return or destruction in writing within fifteen (15) days. Notwithstanding the foregoing, each party may retain Confidential Information in archival or backup systems in the ordinary course of business, subject to ongoing confidentiality obligations; provided that any such retained information shall be permanently deleted in the ordinary course of the applicable data retention schedule and no later than three (3) years following termination.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate any Outpost Program Agreement for convenience per the cancellation terms specified in that Outpost Program Agreement. This Master Services Agreement remains in effect as long as any Outpost Program Agreement is active, and terminates automatically when no Outpost Program Agreement remains in effect.

11.2 Termination for Cause by RepRally. RepRally may terminate this Agreement and any or all Outpost Program Agreements immediately upon written notice, with no refund or credit obligation of any kind, upon the occurrence of any of the following events: (a) Brand commits fraud, intentional misrepresentation, or any criminal conduct in connection with the Program or this Agreement; (b) Brand materially breaches this Agreement and fails to fully cure such breach within ten (10) calendar days of written notice from RepRally that specifically identifies the breach, the required cure, and the cure deadline; (c) Brand breaches any restriction in Section 6 (Non-Solicitation); (d) Brand breaches Section 2.4 (Co-Employment Prohibition); (e) Brand becomes insolvent, makes a general assignment for the benefit of its creditors, ceases to operate as a going concern, or becomes subject to a voluntary or involuntary bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days of filing; or (f) Brand takes any action that, in RepRally's good faith and commercially reasonable judgment, creates material legal, regulatory, safety, or reputational risk to RepRally, its employees, or any Rep. Upon termination for cause, all outstanding fees, charges, and remaining Initial Term fees under all active Outpost Program Agreements become immediately due and payable in full.

11.3 Termination for Cause by Brand. Brand may terminate this Agreement upon thirty (30) days written notice to RepRally if RepRally has materially breached this Agreement and has failed to cure such breach within fifteen (15) days of Brand's written notice specifically identifying the breach and required cure. Brand's sole and exclusive remedy for RepRally's material breach is: (a) termination of this Agreement; and (b) recovery of pre-paid, unearned program fees for the period following the effective date of termination. Brand expressly and irrevocably waives all other claims, damages, and remedies against RepRally arising from any material breach by RepRally, including lost profits, lost business opportunity, or consequential damages of any kind.

11.4 Effect of Termination or Expiration. Upon the termination or expiration of this Agreement for any reason: (a) all outstanding fees, charges, and obligations under any Outpost Program Agreement become immediately due and payable; (b) all licenses granted to either party under this Agreement terminate immediately; (c) Brand's access to the Platform and dashboard is revoked at the end of the last fully paid billing cycle, subject to any outstanding amounts owed by Brand; (d) each party will promptly return or certifiably destroy the other party's Confidential Information per Section 10.4; and (e) RepRally will return or destroy all Brand Materials within ten (10) business days of Brand's written request.

11.5 Survival. The following Sections survive the termination or expiration of this Agreement, as specified: Section 1 (Definitions), Section 4.7 (Non-Refundability) as to pre-termination fees, Section 4.9 (Initial Term cancellation fees), Section 5.6 (Non-Compete) for the period stated therein, Section 6 (Non-Solicitation) for the periods stated therein, Section 7.1 (Brand IP Ownership), Section 7.4 (RepRally IP), Section 7.5 (Data Restrictions), Section 8 (Indemnification) indefinitely, Section 9 (Limitation of Liability) indefinitely, Section 10 (Confidentiality) for three years or indefinitely as to trade secrets, Section 11.4 (Effect of Termination), Section 12 (Force Majeure), Section 13 (Dispute Resolution) indefinitely, and Section 14 (General Provisions) indefinitely.

12. FORCE MAJEURE

12.1 Force Majeure Relief. Neither party will be liable for any delay or failure to perform its obligations under this Agreement — other than payment obligations — to the extent such delay or failure is caused directly by a Force Majeure Event. The affected party must: (a) provide prompt written notice to the other party as soon as reasonably practicable after the Force Majeure Event begins, describing the nature of the event, its expected duration, and the obligations affected; (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably possible; and (c) provide written notice to the other party promptly upon resumption of normal operations. Payment obligations under this Agreement are expressly excluded from force majeure relief.

12.2 Extended Force Majeure. If a Force Majeure Event affecting RepRally's ability to deliver Services in one or more DMAs persists for more than sixty (60) consecutive days, either party may terminate the affected Outpost Program Agreement as to those specific DMAs — or, if a majority of active DMAs are affected, the entire applicable Outpost Program Agreement — without early termination penalty, upon fifteen (15) days written notice. Brand remains obligated to pay all program fees during the Force Majeure Event period unless and until the applicable Outpost Program Agreement is terminated pursuant to this Section 12.2. Termination under this Section does not relieve Brand of its obligation to pay fees accrued prior to or during the Force Majeure Event up to the effective date of termination.

13. DISPUTE RESOLUTION

13.1 Mandatory Escalation Process. Before initiating any arbitration proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through the following mandatory escalation process: (a) Written Notice: The disputing party delivers written notice to the other party's authorized representative identifying the Dispute, the relevant facts, and the relief sought; (b) Executive Negotiation: Within ten (10) business days of the notice, senior executive representatives of both parties shall meet in person or by video conference and negotiate in good faith for up to thirty (30) days; (c) JAMS Mediation: If unresolved after negotiation, either party may demand non-binding mediation administered by JAMS in New York City; mediation costs shall be shared equally and both parties shall participate in good faith; and (d) Binding Arbitration: If unresolved after mediation or if a party refuses to participate in good faith in mediation, either party may submit the Dispute to final and binding arbitration administered by JAMS in New York City under JAMS Streamlined Arbitration Rules (for Disputes under $250,000) or JAMS Comprehensive Arbitration Rules (for Disputes of $250,000 or more). The arbitration shall be conducted by a single arbitrator mutually selected by the parties, or appointed by JAMS if the parties cannot agree within fifteen (15) days. The arbitrator's decision shall be final, binding, and fully enforceable as a judgment in any court of competent jurisdiction. The entire escalation process from written notice through completion of mediation shall not exceed ninety (90) days in total, after which either Party may proceed directly to arbitration.

13.2 Emergency Injunctive Relief. Notwithstanding the mandatory escalation process in Section 13.1, either party may seek emergency preliminary or permanent injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction at any time to: (a) prevent actual or threatened irreparable harm; (b) protect Confidential Information; or (c) enforce the non-solicitation restrictions of Section 6. Seeking such relief does not waive or limit either party's obligation to follow the escalation process for resolution of the underlying Dispute, and shall not be construed as a waiver of the right to arbitration.

13.3 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles or rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for purposes of: (a) any interim or injunctive relief sought pursuant to Section 13.2; (b) enforcement of any arbitration award; or (c) any Dispute that cannot, by law, be submitted to arbitration. Each party waives any objection to personal jurisdiction or venue in such courts.

13.4 Class Action and Representative Proceeding Waiver. Each party irrevocably and unconditionally waives any right to initiate, participate in, or maintain any class action lawsuit, class-wide arbitration, collective action, or any other representative proceeding of any kind arising out of or related to this Agreement. All Claims and Disputes must be brought in each party's individual capacity only. This class action waiver is a material and non-severable term of this Agreement.

13.5 Arbitration Costs and Fees. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that a party has acted in bad faith or asserted a frivolous Claim or defense, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.

14. GENERAL PROVISIONS

14.1 Non-Disparagement. During the Term and for twelve (12) months following the termination or expiration of this Agreement for any reason, neither Party shall make, publish, authorize, or encourage any statement or communication — whether public or private, oral, written, or electronic, including on social media, review platforms, industry forums, or in direct communications with retailers, distributors, or industry participants — that disparages, defames, or makes materially negative or derogatory statements about the other Party, its officers, directors, employees, Reps, products, services, or business practices. Breach of this Section by either Party entitles the non-breaching Party to seek immediate injunctive relief without bond requirement, in addition to any other remedies available at law or equity.

14.2 Assignment. Brand may not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement, any Outpost Program Agreement, or any rights or obligations hereunder — in whole or in part, voluntarily or by operation of law — without RepRally's prior written consent, which may be withheld in RepRally's sole discretion. Any purported assignment by Brand without such consent is void ab initio and of no legal effect. RepRally may assign this Agreement, in whole or in part, to any affiliate, subsidiary, successor entity, or acquirer of all or substantially all of RepRally's business assets, upon thirty (30) days written notice to Brand, without Brand's consent.

14.3 Amendment. No amendment, modification, or waiver of any provision of this Agreement is valid or enforceable unless made in a writing that: (a) specifically references this Agreement; (b) specifically identifies the provision being modified; and (c) is authorized in writing by RepRally and, where applicable, executed by Brand's authorized representative. Posting of updated Terms to the URL referenced in Brand's SOW, with prior written notice to Brand per Section 14.8, constitutes a valid amendment to these Terms by RepRally. No email exchange, oral agreement, or course-of-conduct constitutes a valid amendment.

14.4 Waiver. No failure or delay by either party in exercising any right, remedy, or privilege under this Agreement shall operate as or constitute a waiver of such right, remedy, or privilege. A waiver of any right or provision must be in writing, signed by an authorized representative of the waiving party, and is effective only for the specific instance and specific purpose for which it is given. No single or partial exercise of any right, remedy, or privilege under this Agreement shall preclude any further exercise thereof or the exercise of any other right, remedy, or privilege.

14.5 Severability and Blue-Penciling. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. The parties expressly authorize any court or arbitrator to blue-pencil or modify any provision found to be overbroad in scope, duration, or geographic application — including without limitation the non-solicitation and non-compete restrictions — to the minimum extent necessary to render such provision enforceable under applicable law.

14.6 Entire Agreement. This Master Services Agreement, together with all executed Outpost Program Agreements, constitutes the entire agreement between the parties with respect to the Outpost Program and supersedes all prior and contemporaneous negotiations, representations, warranties, statements, proposals, term sheets, letters of intent, and agreements, whether oral or written, between the parties relating to the subject matter herein.

14.7 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates or shall be construed to create any employment, partnership, joint venture, agency, franchise, or other representative relationship between RepRally and Brand, or between Brand and any Rep. Neither party has the authority to make representations, warranties, or commitments, incur obligations, or enter into contracts on behalf of the other party.

14.8 Notices. All notices, demands, requests, consents, approvals, and other communications under this Agreement must be in writing and shall be deemed delivered: (a) upon confirmed electronic delivery to the email address specified in the applicable Outpost Program Agreement, with confirmation of receipt; (b) one (1) business day after deposit with a nationally recognized overnight courier service, addressed to the party's address as specified in the applicable Outpost Program Agreement; or (c) three (3) business days after deposit in the United States mail, sent by certified mail, return receipt requested, postage prepaid, to such address. Notices of material breach, termination for cause, or legal proceedings must be delivered by overnight courier or certified mail in addition to email. Notices to RepRally: legal@reprally.com, RepRally, Inc., Attn: Legal, 137 East 25th Street, Floor 6, New York, NY 10010.

14.9 Electronic Acceptance. These Terms become effective and binding on Brand upon execution of an SOW that references these Terms, or upon Brand's access to or use of the Services, whichever occurs first. No separate signature on these Terms is required. Electronic signatures on SOWs, including through DocuSign or any platform compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), are valid and binding to the same extent as original handwritten signatures.

14.10 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of RepRally and Brand and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. No Rep, customer, retailer, or other third party shall be deemed a third-party beneficiary of this Agreement.

14.11 Headings. Section headings and titles used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

14.12 Further Assurances. Each party agrees to execute such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

14.13 Acknowledgment of Terms. By entering into an SOW that references these Terms, Brand acknowledges that it has read, understood, and agrees to be bound by these Terms in full. RepRally recommends that Brand review these Terms with independent legal counsel prior to executing any SOW. These Terms shall not be construed more strictly against either party as the drafter.