Thank you for partnering with RepRally. RepRally operates a technology and marketplace platform (the "Platform") that connects independent sales partners, brands, and retail locations, and gives you the tools to find opportunities, facilitate wholesale orders, and grow your own book of business on your own terms. These Terms of Service ("Terms" or "Agreement") form the binding agreement between you ("Representative," "Rep," or "you") and RepRally, Inc. ("RepRally," "we," "us") that governs your access to and use of the Platform. We're glad to have you as a partner, and we've written these Terms to set clear, fair expectations for how we work together.
IMPORTANT — PLEASE READ. By tapping "I Accept," creating an account, or accessing or using the Platform, you agree to these Terms. This Agreement contains a binding CLASS ACTION WAIVER and ARBITRATION AGREEMENT that affect your legal rights and require most disputes to be resolved individually.
1. Definitions
1.1 "Affiliate" means any entity controlling, controlled by, or under common control with RepRally.
1.2 "Brand" means a supplier, manufacturer, or vendor participating on the Platform.
1.3 "Retailer" means a store or business that places or may place orders through the Platform.
1.4 "Platform" means RepRally's websites, applications, software, order and communications tools, and related services.
1.5 "Services Fees" means amounts you may earn for services performed and outcomes achieved through the Platform (Section 6). Services Fees are not wages, salary, or guaranteed earnings.
1.6 "RepRally Data" means data relating to Platform use and transactions, including Retailer/Brand/order information, pricing, and analytics made available to you via the Platform.
1.7 "Tier" means an optional engagement level or service program you may elect or qualify for, the terms of which are described in Section 6.7 and made available in your Rep account.
1.8 "User" means any individual who accesses or uses the Platform. In this Agreement, "User" refers specifically to an independent Representative using the Platform to facilitate wholesale opportunities and related activities.
2. Eligibility; Account Registration; Security
2.1 Eligibility. You must be at least eighteen (18) years old and legally able to perform services in the jurisdictions where you operate. By accessing or using the Platform, you represent and warrant that you meet these eligibility requirements.
2.2 Account Registration. You must register on your own behalf and provide accurate, current information. You agree to keep your account information up to date and are responsible for all activity under your account. You must not share your Rep ID or login credentials with any other person. RepRally may require identity verification and, for certain features, background checks, conducted only pursuant to legally required disclosures and authorizations.
2.3 Security. You are responsible for maintaining the security of your account credentials and device(s). You agree to notify RepRally promptly if you suspect unauthorized access or compromise. RepRally implements commercially reasonable safeguards to protect the Platform but cannot guarantee that unauthorized access or security incidents will never occur. Maintaining strong passwords, updated devices, and monitoring account activity is essential to protecting your information and the Platform.
3. Platform Use; Nature of Relationship
3.1 Limited, Revocable License. RepRally grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for your own lawful purposes and in accordance with these Terms. RepRally may suspend, restrict, or revoke this license at any time if you violate these Terms or use the Platform in a manner that could harm RepRally, its users, or its partners.
3.2 Optional Resources. RepRally may make available optional product information, user guides, best-practice materials, and other resources to help you use the Platform. These materials are informational only and do not constitute instructions, requirements, or directives. You remain solely responsible for how you use the Platform and for any decisions or actions you take based on optional resources.
3.3 Communications. By creating an account, you consent to receive operational, security, transactional, and opportunity-related communications from RepRally, which may include SMS messages. Message frequency may vary, and standard message and data rates may apply. You may opt out of certain categories of SMS messages by following the instructions provided in those communications; however, RepRally may continue to send essential operational or security messages where permitted by law.
3.4 Devices and Connectivity. You are responsible for obtaining and maintaining the device(s), software, internet connection, and data plan(s) necessary to access and use the Platform. RepRally is not responsible for any charges, limitations, or restrictions imposed by your device provider or carrier. Certain Platform features may require access to geolocation data. By using those features, you consent to RepRally collecting and using location information as described in the Privacy Policy, including for operational purposes, verification, fraud prevention, and safety.
4. Nature of Relationship
4.1 Independent Contractor Status. Your relationship with RepRally is that of an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint-venture, or fiduciary relationship between you and RepRally. You are not an employee of RepRally, and you are not entitled to wages, benefits, overtime, reimbursement, or other rights or protections associated with employment. "Services Fees" (as defined in Section 1.5) are not wages or salary and are not guaranteed.
4.2 No Authority to Bind RepRally. You have no authority to act on behalf of RepRally, represent RepRally, or bind RepRally to any contract, commitment, or obligation. You may not make statements, promises, guarantees, or representations on behalf of RepRally, any Brand, or any Retailer unless expressly authorized in writing.
4.3 Taxes and Compliance. As an independent contractor, you are solely responsible for all taxes, filings, insurance, licenses, and regulatory compliance arising from your activities and earnings. RepRally does not withhold taxes and will report payments on IRS Form 1099 as required by law.
4.4 Independence of Method and Schedule. You determine whether, when, where, and how you perform services, including which Retailers to approach, your routes, your hours, and your methods. RepRally does not set your schedule, require meetings, or supervise your performance.
4.5 No Timekeeping; No Minimum Commitment. RepRally does not request or track your working time and does not compensate you on an hourly basis. You are not required to perform any minimum volume of services or accept any minimum number of opportunities. Any quota or threshold associated with a Tier is solely an eligibility condition for earning additional Services Fees.
4.6 Tools, Expenses, and Assistants. You shall provide your own equipment, device(s), transportation, and resources, and you bear your own business expenses. You may engage your own employees, assistants, or subcontractors at your discretion and expense, provided you remain responsible for their acts and compliance and any person accessing the Platform uses their own account.
4.7 No Supervision or Control. RepRally does not direct or control how you perform any activities or how you use the Platform. You determine whether, when, and how to engage with Brands, Retailers, or opportunities available through the Platform.
4.8 No Benefits. You are not eligible for RepRally employee benefits, including health insurance, retirement plans, paid time off, unemployment insurance, or workers' compensation coverage.
4.9 Insurance. You are responsible for maintaining any insurance appropriate to your activities—including auto, general liability, health, or disability coverage—as you deem necessary or as required by law.
4.10 Assumption of Risk. You assume the risks inherent in field activity, including travel and in-person interactions, and agree to take reasonable precautions to protect your safety, property, and well-being.
4.11 Retailer Authorization. Before submitting any order through the Platform, you must obtain verifiable authorization from a Retailer decision-maker (such as a signed order form, email confirmation, or documented text message). If a Retailer disputes an order and you cannot provide adequate documentation, RepRally may investigate and may reverse, adjust, or withhold related Services Fees. RepRally will not restrict your account solely for isolated, inadvertent, good-faith errors where you cooperate promptly and the issue is not part of a pattern, misconduct, or fraud.
5. Prohibited Conduct
5.1 Legal Compliance. You agree to use the Platform only for lawful purposes and in compliance with these Terms. The following conduct is strictly prohibited and may result in suspension or termination of your access to the Platform. You must comply with all applicable laws and regulations when using the Platform, including consumer-protection, anti-corruption, advertising, and licensing requirements relevant to your activities. You may not use the Platform for any unlawful, fraudulent, or harmful purpose.
5.2 Misrepresentation. You may not misrepresent or inaccurately describe any products, pricing, availability, promotions, or order terms. You may not make guarantees, commitments, or statements on behalf of RepRally, any Brand, or any Retailer unless expressly authorized in writing.
5.3 Unauthorized Transactions. You may not submit or facilitate any order, transaction, or commitment on behalf of a Retailer or Brand without proper authorization from an authorized decision-maker. RepRally may request documentation or verification where appropriate.
5.4 Improper Use of Data. You may use information obtained through the Platform—including Retailer, Brand, product, pricing, or order information—solely for legitimate Platform purposes. You may not sell, license, scrape, harvest, export, or otherwise exploit Platform data for any other purpose.
5.5 Circumvention. You may not use the Platform to route, divert, or facilitate off-Platform transactions intended to avoid Platform fees, terms, or commercial processes. You may not assist any third party in doing so.
5.6 Interference With the Platform. You may not interfere with, disrupt, or attempt to compromise the integrity, security, or performance of the Platform. This includes attempting to access accounts or systems without authorization, reverse-engineering or modifying the Platform, or using automated tools (such as bots or scrapers) without RepRally's prior written consent.
6. Financial Terms
6.1 Payment Processing (Stripe). Payment processing is facilitated through Stripe under the Stripe Connected Account Agreement. To receive Services Fees, you must connect a bank account and accept Stripe's terms. Each bank account may be linked to only one Stripe account, and each Stripe account may be associated with only one Rep ID. If you share a bank account with another Representative, you must notify RepRally in advance; failure to do so may delay or forfeit payments and may result in account action.
6.2 Display of Rates and Programs. Services Fee rates, commission structures, eligibility criteria, and Tier programs are displayed in the Platform and may vary by Brand, product, promotion, Tier, or time period. Any changes apply prospectively after notice.
6.3 When Services Fees Are Earned. A commission or transactional Services Fee is earned only when: (a) the applicable order is accepted and fulfilled; (b) the Retailer's payment has been received, cleared, and is not subject to reversal; (c) any return, credit, chargeback, or reserve window has closed or been released; and (d) the transaction is free of fraud, misconduct, or material policy violations.
6.4 Statements; Adjustments; and Reserves. RepRally will provide periodic statements reflecting earned and paid Services Fees. RepRally may make reasonable adjustments to correct errors or account for returns, credits, chargebacks, disputes, suspected fraud, or policy violations, and may establish reserves where appropriate.
6.5 Dispute Window. You must dispute any item on a statement in writing within ten (10) business days after it becomes available (or longer if required by law) and include supporting documentation. RepRally will review disputes in good faith.
6.6 Payment Issues. If payment cannot be completed due to issues with your payment account, RepRally may hold amounts until the issue is resolved, subject to applicable unclaimed-property laws.
6.7 Tier Programs and Earnings. RepRally may offer optional Tier programs that provide different earning opportunities, eligibility criteria, or performance structures. Participation in any Tier is voluntary, does not change your independent-contractor status, and does not require you to perform any minimum volume of services. The Tier terms applicable to you—including eligibility criteria, thresholds, Baseline Services Fees, performance-based earnings, and incentives—are displayed in your authenticated Rep account and apply prospectively after notice.
A Baseline Services Fee, if offered for a Tier and period, is earned only upon completion of the defined minimum deliverables for that Tier. Baseline Services Fees are not wages, salary, retainers, or guaranteed payments, and are not paid for availability, standby, or time. Performance-based earnings depend on meeting defined thresholds, which are eligibility conditions only and do not direct or control how you perform services. Failure to meet a threshold is not a breach and does not result in discipline or termination.
RepRally may offer discretionary, non-recurring incentives. Incentives are not guaranteed, do not recur automatically, and do not create any expectation of future earnings. RepRally may modify or discontinue any Tier or incentive program prospectively, with notice, but will not retroactively reduce Services Fees already earned for completed services.
7. Intellectual Property
7.1 Ownership of the Platform. The Platform, including all website content, software, code, features, functionality, text, graphics, images, videos, interfaces, and other materials, is owned by RepRally and is protected by copyright, trademark, and other intellectual property laws. All RepRally trademarks, logos, service marks, and branding are the exclusive property of RepRally and may not be used without our prior written permission.
7.2 User Restrictions. You may not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, publish, sell, license, rent, or otherwise exploit any part of the Platform or its content. You may not remove, obscure, or alter any copyright, trademark, or proprietary notices appearing on or within the Platform.
7.3 Limited License to Use the Platform. Subject to your compliance with these Terms, RepRally grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your own lawful purposes. This license does not permit any resale, commercial exploitation, automated scraping, data harvesting, or use of the Platform in a manner inconsistent with these Terms. RepRally may suspend or revoke this license at any time if you violate these Terms or use the Platform in a way that could harm RepRally, its users, or its partners.
7.4 No Rights Granted. Except for the limited license expressly provided above, nothing in these Terms grants you any rights or interests in the Platform, its content, or RepRally's intellectual property. All rights not expressly granted are reserved by RepRally.
8. User Content
8.1 User Content You Provide. The Platform may allow you to upload, submit, or transmit content, including profile information, messages, communications, and other materials ("User Content"). You retain ownership of your User Content, but you grant RepRally a limited, non-exclusive, royalty-free license to host, store, use, and transmit your User Content as necessary to operate, maintain, and improve the Platform and to provide services you request.
8.2 Your Responsibilities and Representations. You are solely responsible for your User Content. You represent that you have the rights to submit it and that it does not violate law, infringe third-party rights, or contain harmful code. You agree not to upload fraudulent, misleading, or unlawful content.
8.3 Removal. RepRally may remove or disable access to User Content that violates these Terms, appears unlawful, poses a security risk, or is otherwise objectionable in RepRally's reasonable discretion.
8.4 No Duty to Store Content. RepRally does not guarantee that User Content will be stored or available indefinitely. You are responsible for maintaining copies of your own content.
9. Privacy and Data Protection
9.1 Privacy Policy. Your use of the Platform is subject to RepRally's Privacy Policy, which explains how RepRally collects, uses, discloses, and protects personal information. By using the Platform, you consent to the practices described in the Privacy Policy. RepRally maintains administrative, technical, and physical safeguards designed to protect personal information processed through the Platform.
9.2 User Responsibilities. You are responsible for ensuring that any personal information you submit—including profile details, messages, and other content—is accurate and provided in compliance with applicable privacy and data-protection laws. If you collect or process personal information from third parties (such as Retailers or Brands), you represent that you have the necessary rights and authority to do so. You may not use the Platform to collect, store, or transmit personal information in a manner that violates these Terms, applicable law, or the rights of any individual.
9.3 Data Security. RepRally implements commercially reasonable security measures to protect the Platform and the information processed through it, but no system is completely secure. You agree not to impair or attempt to circumvent Platform security, including by modifying safeguards, using automated tools, accessing accounts without authorization, or exposing personal information to unnecessary risk. You must notify RepRally promptly if you believe your account or data has been compromised.
9.4 Third-Party Services. Certain Platform features rely on third-party service providers (such as payment processors or communication tools). Your use of those services may be subject to the provider's own terms and privacy practices. RepRally is not responsible for the privacy or security practices of third-party services outside its control.
9.5 Data Removal and Compliance. RepRally may remove, restrict, or disable access to information or content that violates these Terms, applicable law, or the Privacy Policy, or that poses a security or operational risk. RepRally may also take steps necessary to comply with legal obligations, regulatory requirements, or valid requests from authorities.
10. Third-Party Services
10.1 Third-Party Brands and Retailers. The Platform facilitates interactions and transactions between independent Brands and Retailers. These entities operate separately from RepRally, and RepRally does not control, endorse, or assume responsibility for their products, services, representations, pricing, availability, or conduct. Any relationship or transaction between you and a Brand or Retailer is solely between those parties. RepRally is not liable for any actions, omissions, disputes, or obligations arising from such interactions, nor for any commitments made by Brands or Retailers.
10.2 Payment Processors. RepRally may rely on third-party payment processors, including Stripe, to facilitate financial transactions. These processors operate independently and may require you to agree to their own terms and privacy practices. RepRally is not responsible for the performance, security, delays, errors, or failures of any payment processor, nor for any obligations or compliance requirements imposed by such processors. Your use of payment-processing services is at your own risk and subject to the applicable third-party terms.
10.3 External Websites and Services. The Platform may contain links to external websites, resources, or services provided by third parties. These links are offered solely for convenience, and RepRally does not endorse or control the content, products, or services available through them. RepRally is not responsible for the accuracy, legality, safety, or privacy practices of any external site or service, and your access to third-party content is entirely at your own risk.
10.4 No Responsibility for Third-Party Actions. RepRally is not liable for any actions, omissions, representations, or failures of Brands, Retailers, payment processors, external websites, or any other third-party service providers. All interactions with third parties are solely between you and those third parties, and RepRally bears no responsibility for any resulting loss, damage, or dispute.
11. Disclaimers
11.1 Platform Provided "As Is." The Platform and all related content, features, and services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied. RepRally does not guarantee that the Platform will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected.
11.2 No Guarantee of Availability. RepRally does not guarantee the availability, uptime, or continued operation of the Platform. Access may be suspended, limited, or discontinued at any time, including for maintenance, updates, technical issues, or events outside RepRally's control. RepRally is not liable for any loss or impact resulting from Platform downtime or unavailability.
11.3 No Guarantee of Earnings or Opportunities. RepRally does not guarantee that any user will receive earnings, commissions, opportunities, leads, placements, or business results through the Platform. Any examples, projections, or performance indicators are illustrative only and do not constitute promises or commitments. Your results depend on your own actions, decisions, and circumstances.
11.4 No Endorsement or Responsibility for Third Parties. RepRally does not endorse and is not responsible for the actions, omissions, products, services, or representations of Brands, Retailers, payment processors, or any other third parties you interact with through the Platform.
12. Confidentiality
12.1 Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other that is associated with its business, operations, technology, or customers. Confidential Information includes business plans, financial information, pricing, product designs, technical processes, software, security practices, customer or prospective-customer information, marketing data, and any other proprietary or sensitive information, whether or not marked as confidential. RepRally's Confidential Information includes all non-public information you receive relating to RepRally or the Platform, including information regarding RepRally's security program and practices. Confidential Information does not include information that the receiving party can demonstrate: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) was already lawfully in the receiving party's possession at the time of disclosure; (d) is independently developed without use of or reference to the disclosing party's Confidential Information; or (e) is rightfully obtained from a third party without breach of any obligation of confidentiality.
12.2 Use of Confidential Information. Each party agrees to use the other party's Confidential Information solely as necessary to perform its obligations under these Terms and to support legitimate use of the Platform. Neither party may use the other party's Confidential Information for any other purpose without express written permission.
12.3 Protection of Confidential Information. Each party will take reasonable steps—at least equivalent to the steps it takes to protect its own proprietary information—to prevent unauthorized use, disclosure, or duplication of the other party's Confidential Information. Confidential Information may be shared only with employees, agents, or service providers who need access to perform obligations under these Terms and who are bound by confidentiality obligations no less protective than those in this section.
12.4 Required Disclosures. If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that (if legally permitted) it gives the disclosing party prompt written notice and uses commercially reasonable efforts to ensure the information receives confidential treatment. Only the minimum legally required information may be disclosed.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPRALLY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPRALLY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW.
14. Indemnification
You agree to indemnify, defend, and hold harmless RepRally and its affiliates, officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your misuse of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; or (d) any content or information you submit, upload, or transmit through the Platform. RepRally may assume the defense and control of any matter subject to indemnification, and you agree to cooperate fully with RepRally in defending such claims.
15. Termination
15.1 Term. This Agreement begins on acceptance and continues until terminated.
15.2 Suspension or Termination by RepRally. RepRally may suspend, restrict, or terminate your access to the Platform at any time if RepRally determines, in its reasonable discretion, that you have misused the Platform, violated these Terms, or engaged in conduct that poses a security, operational, or legal risk. RepRally may also suspend or terminate access to protect the integrity of the Platform, prevent unauthorized activity, or comply with legal obligations.
15.3 Effect of Suspension or Termination. During any period of suspension, you may be unable to access your account or certain Platform features. Termination may result in the permanent loss of access to your account and any associated data. RepRally is not responsible for any loss resulting from suspension or termination, and you remain responsible for any obligations or liabilities incurred prior to the effective date of termination.
15.4 User Termination. You may stop using the Platform at any time. If you choose to terminate your account, you remain responsible for any outstanding obligations or fees incurred before termination.
15.5 Survival. Any provisions of these Terms that by their nature should survive termination—including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification—will continue in full force and effect.
16. Class Action Waiver
To the fullest extent permitted by applicable law, the Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided hereunder shall be brought solely in the individual's or entity's own capacity, and not as a plaintiff, claimant, class representative, or class member in any purported class, collective, consolidated, representative, or private attorney general action. The Parties expressly waive any right to have any dispute heard or resolved on a class, collective, representative, or consolidated basis, whether in arbitration or, if applicable, in court. The arbitrator (or court, if arbitration is not required) shall have no authority to consolidate the claims of different persons or entities or to preside over any form of class, collective, representative, or consolidated proceeding.
If this Class Action Waiver is determined to be unenforceable with respect to any claim for which arbitration has been agreed upon, then such claim shall proceed only on an individual basis to the fullest extent permitted by law. If a court of competent jurisdiction determines that this Class Action Waiver is unenforceable and that determination cannot be severed from the agreement to arbitrate, then the arbitration provision shall be unenforceable solely as to that claim, and the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent permitted by law.
17. Dispute Resolution
To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform will be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") under its applicable rules, and not in court. The Federal Arbitration Act governs this agreement. Arbitration will be conducted on an individual basis only. By accepting these Terms, you understand and agree that you are waiving the right to sue in court or have a judge or jury decide your case. You and RepRally waive any right to bring or participate in class, collective, consolidated, or representative actions, whether in arbitration or court. Either party may bring an individual claim in small claims court. Either party may seek injunctive relief in court to protect intellectual property or Confidential Information. This arbitration agreement survives termination of your account or these Terms.
18. Governing Law
Except for the arbitration agreement, which is governed by the Federal Arbitration Act, these Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. This choice of law applies only to the interpretation of these Terms and does not extend any state's substantive law to disputes that did not arise there. You may also have non-waivable rights under applicable state or federal law, which these Terms do not limit.
19. Severability
If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect. Any invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
20. Changes to Terms
RepRally may update or modify these Terms from time to time. Any changes will apply prospectively and will not retroactively alter rights or obligations that arose before the effective date of the updated Terms. When RepRally makes material changes, RepRally will provide notice through the Platform, by email, or by other reasonable means. Your continued use of the Platform after the effective date of updated Terms constitutes your acceptance of the revised Terms.
If you do not agree to the updated Terms, you must stop using the Platform. RepRally may, in its discretion, allow you to continue using certain features for a limited period under the prior Terms, but is not obligated to do so.
21. Contact Information
If you have questions about these Terms, the Platform, or your account, or if you need to deliver any legal notices to RepRally, you may contact us at:
RepRally, Inc.
Email: legal@reprally.com
Address: 137 East 25th Street, Floor 6, New York, NY 10010
Attn: Legal Department
Notices delivered by email are deemed received when sent, and notices delivered by mail are deemed received when actually received by RepRally. You are responsible for maintaining accurate contact information associated with your account so that RepRally can provide notices as required under these Terms.
22. Acknowledgement and Electronic Acceptance
By tapping "I Accept," creating an account, or using the Platform, you acknowledge that you have read and agree to these Terms, including your independent-contractor status, the arbitration agreement and class, collective, and mass-action waivers, and any State Addendum applicable to where you perform services. You had the opportunity to review these Terms, save or print a copy, and seek independent advice. Your electronic acceptance constitutes your electronic signature under the E-SIGN Act and UETA and is legally binding.
State Addendum — California
to the RepRally Platform Access Agreement & Terms of Service
1. Invention Assignment Notice (Cal. Lab. Code §§ 2870–2872)
Any invention-assignment obligation does not apply to an invention you develop entirely on your own time without using RepRally's equipment, supplies, facilities, or trade secrets, except for inventions that (a) relate to RepRally's business or actual or anticipated R&D, or (b) result from work performed for RepRally. You are hereby notified of your rights under §§ 2870–2872.
2. Data Privacy (CCPA/CPRA)
If you process personal information of California residents, you will comply with the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA) and promptly notify RepRally of any breach consistent with Cal. Civ. Code § 1798.82.
3. PAGA; Non-Waivable Rights
Nothing in the Agreement waives non-waivable rights under the California Labor Code, including the Private Attorneys General Act (PAGA). If a representative PAGA claim is determined to be non-waivable, the individual PAGA claim will be compelled to arbitration to the extent permitted, and the representative portion will be severed and may proceed in court while all other claims remain in individual arbitration.
Where a dispute is not subject to arbitration, venue lies in the Superior Court of California in the county where you reside or primarily perform services.
State Addendum — Massachusetts
to the RepRally Platform Access Agreement & Terms of Service
This Massachusetts Addendum supplements the Agreement and applies to services performed within or primarily from Massachusetts. If there is a conflict between this Addendum and the Agreement, this Addendum controls for work performed in Massachusetts.
1. Timely Payment of Earned Amounts (Massachusetts Wage Act)
To the extent the Massachusetts Wage Act applies, earned and undisputed Services Fees will be paid within the timeframes required by law. The computation of Services Fees is set forth in the Agreement and the applicable Tier Terms available in your Rep account. Amounts not yet earned under the Agreement are not "wages" due under the Wage Act.
2. Arbitration
The Agreement's arbitration terms, governed by the Federal Arbitration Act, apply to Massachusetts. Nothing in the Agreement limits your right to file a complaint with the Massachusetts Attorney General's Fair Labor Division. Claims that cannot be arbitrated under 9 U.S.C. §§ 401–402 are excluded from arbitration as described in the Agreement.
State Addendum — New Jersey
to the RepRally Platform Access Agreement & Terms of Service
1. Timely Payment (New Jersey Wage Payment Law)
Earned and undisputed Services Fees will be paid within the timeframes required by the New Jersey Wage Payment Law. Services Fees that have not yet been earned under the Agreement's earning criteria are not "wages" due.
2. Arbitration
Arbitration is governed by the Federal Arbitration Act. New Jersey requires that an arbitration agreement clearly explain that you are waiving the right to sue in court. By accepting the Agreement, you acknowledge that you understand you are waiving the right to pursue covered claims in court and the right to participate in class, collective, coordinated, consolidated, or representative actions, except where such waivers are prohibited by law. Claims that cannot be arbitrated under federal law, including claims excluded by 9 U.S.C. §§ 401–402, are not subject to arbitration.
State Addendum — New York
to the RepRally Platform Access Agreement & Terms of Service
1. Commission Salesperson Written Terms (N.Y. Lab. Law §§ 191-a to 191-c)
If you act as a commission salesperson, the Agreement and the applicable Tier Terms together constitute the required written statement of the method of computation, payment frequency, and treatment of commissions at termination. Earned commissions unpaid at termination will be paid within the time required by New York Labor Law § 191-c.
2. Freelance Isn't Free Act (N.Y. Lab. Law Art. 44-A; NYC Admin. Code § 20-927 et seq.)
Where the Freelance Isn't Free Act applies, the Agreement serves as the required written contract, including the description of services, rate, and method and timing of payment. Undisputed earned Services Fees will be paid by the required date. RepRally will not retaliate against you for exercising rights under the Act, and you may file a complaint with the NYC Department of Consumer and Worker Protection or the New York State Department of Labor.
3. Arbitration Carve-Out (N.Y. CPLR 7515; Federal Law)
Nothing in the Agreement requires arbitration of any claim to the extent New York CPLR 7515 or federal law (including 9 U.S.C. §§ 401–402) prohibits mandatory pre-dispute arbitration, such as certain discrimination or harassment claims. Those claims may proceed in court, and the remainder of the arbitration agreement continues to apply.
State Addendum — Illinois
to the RepRally Platform Access Agreement & Terms of Service
This Illinois Addendum supplements the Agreement and applies to services performed within or primarily from Illinois. If there is a conflict between this Addendum and the Agreement, this Addendum controls for work performed in Illinois.
1. Sales Representative Act (820 ILCS 120)
If you qualify as a "sales representative" under the Illinois Sales Representative Act, earned commissions and Services Fees due at termination will be paid within the time required by the Act. The method of computation is set forth in the Agreement and the applicable Tier Terms available in your Rep account.
2. Restrictive Covenants (820 ILCS 90 — Freedom to Work Act)
Any post-termination restriction will not be enforced as a covenant not to compete or not to solicit if your actual or expected annualized earnings fall below the statutory thresholds under the Illinois Freedom to Work Act, or otherwise to any extent the Act prohibits. Any such restriction is limited to protecting Confidential Information and RepRally Data and does not restrict lawful competition.
3. Data Breach (815 ILCS 530); Biometric Information (740 ILCS 14 / BIPA)
If you access personal information of Illinois residents, you will comply with the Illinois Personal Information Protection Act and notify RepRally of any breach without unreasonable delay. You will not collect, capture, or store biometric identifiers or biometric information in connection with your services except in full compliance with the Illinois Biometric Information Privacy Act.