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These Terms of Service ("Terms") constitute a binding agreement between you ("Representative," "you," or "your") and RepRally, Inc. ("RepRally," "we," "our," or "us"). RepRally is a technology services provider. The RepRally platform enables independent sales partners to identify and pursue opportunities to promote products and facilitate wholesale orders through RepRally's technology.
Please note: This Agreement contains a dispute resolution section, including an arbitration agreement and class action waiver, that affects your legal rights. By clicking "I Accept," creating an account, or otherwise accessing or using the Platform, you acknowledge you have read and understood this Agreement and agree to be bound by it. Please read Section 17 carefully.
1.1 "Affiliate" means any entity that controls, is controlled by, or is 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 tools, communications tools (including SMS/email), and related services and support.
1.5 "Representative Account" means your account on the Platform, including your login credentials and unique identifiers.
1.6 "RepRally Data" means data related to Platform use and transactions, including retailer/brand/order information, pricing, and analytics made available to you via the Platform.
1.7 "Confidential Information" is defined in Section 9.
2.1 Technology Platform. RepRally provides a technology platform that may (a) present products, pricing, and ordering workflows, and (b) facilitate communications and transactions among Brands, Retailers, logistics partners, and independent Representatives. RepRally is not your employer and does not supervise, direct, or control your day-to-day work.
2.2 No Guarantee of Opportunities. RepRally does not guarantee any minimum volume of opportunities, earnings, commissions, territory, or continued access to the Platform.
3.1 Account Registration. You may create an account on your own behalf and not for any other person. You agree to provide accurate, complete, and current information at all times.
3.2 Eligibility. You must be at least 18 years old and legally able to provide services in the jurisdictions where you operate.
3.3 Credentials Security. You are responsible for all activity on your account and must keep your credentials confidential. Notify RepRally promptly of any suspected unauthorized access. You agree that you will maintain your Rep ID in confidence and not share your Rep ID with any third party. You will immediately notify RepRally of any actual or suspected breach or improper use or disclosure of your Rep ID or the Rep App. RepRally reserves the right to deactivate accounts it believe to be inactive or associated with a shared Rep ID.
3.4 Screening. RepRally may require identity verification and may require background checks or other screenings for access to certain Platform features. Any such screening will be conducted only pursuant to separate disclosures and authorizations as required by law.
4.1 Independent Contractor. You and RepRally agree you are an independent contractor and not an employee, agent, joint venturer, partner, or fiduciary of RepRally. You are not entitled to any RepRally employee benefits.
4.2 Control of Manner and Means. You retain sole discretion to determine whether, when, where, and how you perform services, including which Retailers to approach, how to structure your day, and whether to accept or decline any opportunity.
4.3 No Exclusivity. You are free to provide services for other companies, including competitors, provided you comply with this Agreement (including confidentiality, data protection, and non-circumvention obligations).
4.4 No Minimum Requirements. RepRally does not require you to work minimum hours, accept any minimum number of opportunities, attend meetings, or follow scripts or routes.
4.5 Taxes. You are solely responsible for all taxes, withholdings, and reporting obligations arising from amounts paid to you.
5.1 Optional Resources. RepRally may make available optional resources such as product information, Platform user guides, best practices, and policy updates to help you use the Platform. These resources are not intended to, and do not, create supervision or control over your work.
5.2 Policy Updates. RepRally may update Platform rules, safety requirements, or prohibited conduct policies. Continued use of the Platform after notice constitutes acceptance.
5.3 Text Messages; Email. By creating an account, you consent to receive communications (including SMS) related to Platform operations, security, transactions, and opportunities. Message frequency varies; message/data rates may apply. Where required, you may opt out of certain categories of SMS by following instructions provided in the message; operational/security messages may still be sent where permitted by law.
5.4 Device and Data Plan. You are responsible for your device(s), data plan(s), and any associated fees.
5.5 Location-Based Services. Certain Platform features may require collection of geolocation data. You consent to such collection and use as described in RepRally's Privacy Policy and your device settings, including sharing location with Retailers/Brands where relevant to operations, verification, fraud prevention, or safety.
6.1 Professionalism and Legal Compliance. You agree to conduct yourself professionally and comply with all applicable laws, including consumer protection laws, anti-corruption laws, and any licensing requirements applicable to your activities.
6.2 No Misrepresentation. You may not misrepresent products, pricing, availability, promotions, order terms, or your authority. You may not make guarantees on behalf of RepRally, Brands, or Retailers.
6.3 No Fraud / Unauthorized Orders. You may not submit, cause, or encourage unauthorized orders. You must obtain verifiable authorization from a Retailer decision-maker before submitting an order (see Section 7).
6.4 No Improper Use of Data. You may use Retailer/Brand information only for Platform-related purposes. You may not sell, license, scrape, or exploit Platform data.
6.5 No Circumvention / Side Deals (Core). You may not use the Platform to facilitate off-platform transactions intended to avoid Platform fees or terms, including soliciting Brands or Retailers to transact outside the Platform using RepRally Data or Confidential Information.
7.1 Authorization Required. Before submitting an order, you must obtain verifiable authorization from a Retailer decision-maker. Acceptable documentation includes signed order forms, email confirmations, or documented text messages.
7.2 Disputed Orders. If a Retailer disputes an order and you cannot provide adequate authorization documentation, RepRally may investigate and may reverse or adjust related commissions consistent with Section 8.
7.3 Good-Faith Safe Harbor. RepRally will consider good-faith mistakes and will not impose account restrictions solely for isolated, inadvertent errors if you: (a) acted in good faith, (b) promptly cooperated, and (c) the issue is not part of a pattern or fraud.
8.1 Third Party Payment Processing Services. Payment processing services for the Services are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). RepRally may give information about you and your account with RepRally to Stripe to create a Stripe Account for you. In order to receive payment, you must associate your bank account to your Stripe Account and agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide accurate and complete information about you, and you authorize RepRally to share your information and transaction information related to your use of the payment processing services provided by Stripe. Your bank account may only be associated with one Stripe Account and your Stripe Account may only be associated with one Rep ID. You must notify RepRally, in advance, if you share a bank account with another authorized rep. Failure to do so may delay or forfeit your ability to receive payments and may result in termination of your account and the accounts of any other authorized partners attempting to share a single Stripe Account or bank account.
8.2 Commission Offers; Display. Commission rates, eligibility criteria, and applicable programs are displayed in the Platform and may vary by brand, product, promotion, and time period. Changes apply prospectively after notice via the Platform.
8.3 When Commissions Are Earned. A commission is earned only when all of the following are satisfied for the applicable transaction:
(a) the order is accepted/fulfilled as applicable;
(b) the Retailer's payment is received and cleared (and not subject to reversal);
(c) the return/credit/chargeback window applicable to that transaction has closed (or RepRally has released any reasonable reserve for returns/chargebacks); and
(d) no fraud or material policy violation applies to the transaction.
8.4 Statements. RepRally will provide (via Platform or email) periodic statements reflecting earned commissions, adjustments, reserves, reversals, and payments.
8.5 Adjustments; Reserves; Error Correction. RepRally may make reasonable adjustments to correct errors, address returns/credits/chargebacks, resolve disputes, or respond to suspected fraud. RepRally may establish reasonable reserves for anticipated returns, chargebacks, or reconciliation.
8.6 Disputes of Statements. You must dispute any statement item in writing within 10 business days after it is made available (unless a longer period is required by applicable law). Provide supporting documentation. RepRally will review in good faith.
8.7 No Forfeiture for Payment Processor Issues. If payment cannot be completed due to payment account issues (e.g., inaccurate banking details), RepRally may hold amounts otherwise payable until payment can be completed, subject to applicable unclaimed property laws.
9.1 Confidential Information. "Confidential Information" includes RepRally Data and any non-public information about RepRally, Brands, Retailers, pricing, commissions, programs, Platform functionality, analytics, and business operations that a reasonable person would understand to be confidential.
9.2 Use and Non-Disclosure. You may use Confidential Information only to perform Platform-related activities. You may not disclose it to any third party except to permitted assistants/subcontractors who are bound by written confidentiality obligations at least as protective as this Agreement.
9.3 Exclusions. Confidential Information does not include information that is public through no fault of yours, independently developed without use of RepRally Confidential Information, or lawfully obtained from a third party without confidentiality obligations.
9.4 Return/Delete. Upon termination or upon request, you must promptly return or delete RepRally Confidential Information in your possession or control, except as required by law.
9.5 Whistleblower / DTSA Notice. Nothing in this Agreement prohibits you from reporting possible violations of law to a government agency or from making protected disclosures under applicable law.
10.1 License. RepRally grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for Platform-related activities during the term.
10.2 Restrictions. You may not: (a) reverse engineer, decompile, or attempt to derive source code; (b) scrape, crawl, or use automated tools to extract data; (c) copy, mirror, or frame the Platform; (d) use the Platform to build a competing product using RepRally Confidential Information; or (e) share your credentials.
10.3 Feedback. If you provide suggestions or feedback, you grant RepRally a worldwide, royalty-free license to use it without obligation.
10.4 Your Content. If you upload photos, videos, or other content, you grant RepRally a license to use it for Platform operations and marketing consistent with applicable law and RepRally's Privacy Policy.
11.1 Brand Responsibility. Brands are responsible for product legality, safety, labeling, and compliance with applicable laws.
11.2 Retailer Responsibility. Retailers are responsible for licensing, resale compliance, and jurisdiction-specific sales restrictions.
11.3 Your Limited Role. You agree not to knowingly facilitate a transaction you understand to be clearly illegal in the relevant jurisdiction and to report obvious concerns to RepRally.
12.1 Your Insurance. You are responsible for maintaining insurance appropriate for your activities (e.g., auto liability, general liability, health, disability), as required by law and as you deem appropriate.
12.2 No Workers' Compensation. You acknowledge you are not an employee and are not covered by RepRally's workers' compensation insurance, except where required by applicable law.
12.3 Risk Acknowledgment. You assume risks inherent in field activity (including travel and in-person interactions) and agree to take reasonable precautions.
You agree to indemnify, defend (at RepRally's option), and hold harmless RepRally, its Affiliates, and their officers, directors, employees, and agents from and against claims, damages, penalties, fines, taxes, liabilities, and reasonable attorneys' fees arising out of or related to: (a) your breach of this Agreement; (b) your unlawful conduct, negligence, or willful misconduct; (c) your interactions with Retailers/Brands/third parties; or (d) your misrepresentation or unauthorized commitments.
14.1 As-Is Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." REPRALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14.2 No Earnings Guarantee. REPRALLY DOES NOT GUARANTEE OPPORTUNITIES, COMMISSIONS, OR INCOME.
14.3 Third-Party Conduct. REPRALLY IS NOT RESPONSIBLE FOR THE ACTIONS OR INACTIONS OF BRANDS, RETAILERS, OR OTHER THIRD PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPRALLY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST 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 UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT WHERE PROHIBITED BY LAW.
16.1 Term. This Agreement begins when you accept it and continues until terminated.
16.2 Termination. Either party may terminate this Agreement at any time. RepRally may suspend or deactivate your account immediately for suspected fraud, material breach, or security risk.
16.3 Non-Circumvention of Platform Relationships. During your use of the platform and for six (6) months following termination or deactivation (or the maximum period permitted by applicable law), you agree that you will not knowingly use RepRally Confidential Information or RepRally Data to:
(a) Route, divert, steer, or facilitate orders, transactions, or substantially similar commercial activity off the RepRally platform with any retailer or brand that you:
during the twelve (12) months preceding termination; or
(b) Assist, encourage, or enable any third party to do the foregoing.
Employment and Competition Preserved. Nothing in this Section restricts your ability to accept employment or independent contractor engagements, to compete lawfully, or to conduct business with any entity, provided that you do not use or disclose RepRally Confidential Information or RepRally Data or engage in off-platform circumvention of RepRally relationships.
16.4 Effect of Termination. Upon termination, your license ends and you must stop using the Platform. Sections that by their nature should survive will survive, including Section 16.3, Sections 8 (as to earned-but-unpaid amounts and adjustments), 9–15, 17, and 19.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
17.1 Informal Resolution. Before arbitration, you and RepRally agree to attempt to resolve disputes informally. A party must send a written notice describing the claim and requested relief to the other party and allow 30 days to attempt resolution.
17.2 Agreement to Arbitrate. Except as set forth in Section 17.6, any dispute, claim, or controversy arising out of or relating to this Agreement, your use of the Platform, or your relationship with RepRally will be resolved by binding individual arbitration and not in court.
17.3 Administrator; Rules; FAA. Arbitration will be administered by AAA under its applicable rules. The Federal Arbitration Act governs interpretation and enforcement of this arbitration agreement.
17.4 Delegation. The arbitrator will have exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court will decide the enforceability of the class action waiver.
17.5 Class and Collective Action Waiver. YOU AND REPRALLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
17.6 Exceptions. Either party may seek (a) provisional injunctive relief to protect Confidential Information or prevent circumvention pending arbitration; and (b) any claims that applicable law expressly provides cannot be arbitrated. Nothing prevents you from filing a report with a government agency.
17.7 Mass Arbitration / Batch Process. If 25 or more similar arbitration demands are filed within a 60-day period by or with the assistance of the same organization or counsel, the parties agree to:
(a) select 10 cases as bellwethers to proceed first;
(b) stay the remainder while bellwethers proceed;
(c) participate in mediation after bellwether awards; and
(d) if unresolved, proceed in batches of 10 until completion.
17.8 Fees. RepRally will pay arbitration fees as required by law and AAA rules. Each party bears its own attorneys' fees unless a statute provides otherwise.
17.9 Opt-Out. You may opt out of arbitration and the class action waiver by sending written notice within 30 days of first accepting this Agreement to: support@reprally.com (or the address displayed in-app). Your notice must include your name, email, phone number, and a clear statement that you opt out. Opting out does not affect other terms.
RepRally may offer specific programs, pilots, or features subject to supplemental terms ("Program Addenda"), including territory-specific terms or product-category rules. Program Addenda will be presented to you and become part of this Agreement upon acceptance. If there is a conflict, the Program Addendum controls for that program.
19.1 Modification. RepRally may modify this Agreement. Changes become effective when posted and accepted through continued use, except where law requires separate acceptance.
19.2 Assignment. RepRally may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets. You may not assign without RepRally's consent.
19.3 Severability. If any provision is held unenforceable, the remainder remains in effect.
19.4 Governing Law. Except for the arbitration agreement (governed by the FAA), this Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles, subject to any non-waivable rights under applicable state sales representative commission statutes.
19.5 Notices. Notices to you may be provided by email, SMS, in-app, or posting on the Platform. Notices to RepRally must be sent to support@reprally.com unless otherwise specified.
19.6 Entire Agreement. This Agreement and any Program Addenda constitute the entire agreement regarding your use of the Platform and supersede prior discussions.
Questions about these Terms: support@reprally.com
