Rebuy Partner Program

Last Updated: August 12, 2025

This Rebuy Partner Agreement (the "Agreement") governs your participation in the Rebuy Partner Program offered by Rebuy, Inc. ("Rebuy"). The Program permits you to promote and refer Rebuy's Services on or in connection with the Site and offers qualified agencies the opportunity to manage the accounts of applicable Rebuy customers and receive commission from revenue generated therefrom, subject to the terms of this Agreement.

By participating in the Program, you acknowledge your agreement to and acceptance of this Agreement and that you have read, understand, and agree to be bound by its terms and Rebuy's Terms of Service, Terms of Use, and Data Processing Addendum, all of which are incorporated by reference into this Agreement. If you do not accept the terms of this Agreement, then you are not permitted to participate in the Program or otherwise perform any activities in furtherance of the Program.

For purposes of this Agreement, "you" and "your" means Partner, or an individual where the individual has the authority to bind Partner to these terms. You represent and warrant that (i) you are an authorized representative of Partner with the authority to bind Partner or to this Agreement, and (ii) you agree to this Agreement on Partner's behalf.

1. DEFINITIONS

2. PROGRAM REGISTRATION AND APPROVAL

2.1 Registration

To become a Partner in the Program, you may apply by completing the Registration Application found on the Site. By submitting your Registration Application to become a Partner, you explicitly give permission to Rebuy and its vendors to independently confirm your eligibility to participate in the Program at any time. Rebuy may accept or deny you participation in the Program or remove you from the Program at any time, in Rebuy's sole discretion, for any or no reason, without notice and without liability.

2.2 Account

Upon acceptance into the Program, you will create a Partner Account on the Site. When creating a Partner Account, you will select your own password at the time of registration and you agree that: all information you provide is and will remain accurate, is non-transferable, and you are solely responsible for all activities that occur under your Partner Account, password, and username -- whether or not you authorized the activity. You will immediately notify Rebuy of any unauthorized use of your Partner Account, password, or username, or any other breach of security.

3. PROGRAM PARTICIPATION

3.1 Tiers

Rebuy will designate your Partner Tier and will notify you of your designated Partner Tier if you are accepted into the Program via your Partner Account. The Partner Referral Fees and/or Commission (as applicable) will vary for each Partner Tier, and may be supplemented at our discretion. Notwithstanding Rebuy's approval of your participation in the Program or designation of a Partner Tier, you acknowledge and agree that Rebuy has the sole discretion, to (i) establish and change the requirements to allow you to represent yourself as a Partner from time to time, (ii) require certain qualifications and minimum requirements to satisfy each Partner Tier, (iii) modify such requirements at any time upon written notice to you as posted on the Site, and (iv) change your Partner Tier designation based on the Partner Tier requirements set forth herein.

3.2 Affiliate Links

Rebuy will make available to you Affiliate Links to post on your Partner Channels to redirect visitors to the Site, subject to the terms of this Agreement. Each Affiliate Link will include Cookies to enable Rebuy to determine in its sole discretion which transactions are made through the Affiliate Links.

3.3 Direct Referrals

You may make direct referrals to Rebuy of potential customers by (i) Registering a lead or install via Rebuy's Partner Portal, (ii) directly introducing such potential customer to Rebuy, and (iii) if needed, facilitating a subsequent conversation between Rebuy and such potential customer regarding the Rebuy Services (collectively, a "Direct Referral").

3.4 Commission

In order for you to be eligible to receive Commission, your Managed Customers, in the aggregate, must be generating at least [$500] in monthly recurring revenue during the management period ("MRR"). MRR excludes any (i) customer discounts applied to any transactions for such Managed Customer, (ii) payment processing fees, (iii) any payments returned as a result of refunds, chargebacks, or disputes, and (iv) promotional expenses specific to the transactions with the Managed Customer.

4. CONVERTED TRANSACTIONS

A "Converted Transaction" occurs when Rebuy executes a Customer Agreement for the purchase of a subscription to the Rebuy Services via a Referral within three months. You acknowledge and agree that Rebuy is under no obligation to sell subscriptions to Rebuy Services or otherwise enter into any Customer Agreement with any Site visitor, or via a Referral and that Rebuy does not guarantee you any Partner Referral Fees.

5. EXCLUDED TRANSACTIONS

A transaction that meets any of the following conditions will not be considered a Converted Transaction, or included in MRR for purposes of calculating Commission, which shall be determined in Rebuy's sole discretion (each, an "Excluded Transaction"):

• purchases that are subsequently cancelled, refunded, or returned for any reason;
• Referrals that are already a customer of Rebuy or engaged in discussions with Rebuy's sales representatives, regardless of whether the contact or payment information provided by such customer differs from the information contained in Rebuy's records;
• purchases made by someone whose "Rebuy Merchant Account" is managed by multiple agencies;
• purchases that are not directly traceable to a Partner Channel, as further described herein;
• purchases in exchange for which the customer has agreed to provide any form of compensation directly to you or that result from your offering, or implying any discounts, rebates, or other deals;
• purchases that Rebuy reasonably suspects to have been made as a result of any fraudulent or misleading methods used to engage a Site visitor or potential customer (e.g., fraudulent methods used to direct traffic through the Affiliate Links), including but not limited to, the use of any spamming, URL masking, self-referrals, fake redirects, or automated software to encourage or facilitate such purchases;
• no material action from referred potential customer or partner for three months;
• purchases for which the payment of Partner Referral Fees or Commission (as applicable) would be prohibited by applicable law; or
• purchases resulting from your breach of your obligations, representations, or warranties under this Agreement.

Without limiting the foregoing, you understand that the Cookies used by Rebuy to track Converted Transactions are intended to remain active during each browser session but may expire after a certain time (e.g., when the browser window is closed) from a visitor's initial visit to the Site through an Affiliate Link. You acknowledge and agree that, if a Cookie applicable to an Affiliate Link expires or is removed by a potential customer during a browser session (and a new Cookie is not placed, such as during a new browser session), purchases via such Affiliate Link may not be directly traceable to that Affiliate Link and will therefore not constitute Converted Transactions under this Agreement.

6. FEES; PAYMENT

See Annex A.

7. LICENSES

7.1 License to Rebuy Materials

Subject to your compliance with this Agreement, Rebuy grants to you a limited, revocable, non-exclusive, royalty-free, non-transferable and non-assignable license to use, during the Term, Rebuy Materials for use solely in accordance with Rebuy's instructions under this Agreement exactly in the form provided by Rebuy, and in accordance with any guidelines and trademark usage policies provided by Rebuy, as may be updated from time to time. Rebuy reserves all rights to the Rebuy Materials that are not expressly granted to you under this Agreement, and any use of the Rebuy Materials shall inure solely to the benefit of Rebuy. You will not contest or otherwise challenge the validity of the Rebuy Materials. For the avoidance of doubt, the licenses granted in this Section 7.1 shall cease immediately upon expiration or termination of this Agreement.

7.2 License to Partner Materials

You grant to Rebuy, during the Term, a non-exclusive, non-transferable, royalty-free license to use, copy, and display Partner Materials in connection with Rebuy's administration of the Program and/or Managing Agency Program.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual

Each party represents and warrants to the other party that (i) it has full right, power, and authority to enter into and fully perform its obligations under this Agreement, and (ii) the execution, delivery and performance of the terms and conditions of this Agreement do not conflict with any other agreement to which it is a party or by which it is bound.

8.2 Your Representations and Warranties

You further represent and warrant to Rebuy that (i) you will comply, and all posts on the Partner Channels will comply, with all applicable laws, rules and regulations applicable to your activities and obligations hereunder including, but not limited to, laws governing unfair trade practices, bribery, corrupt practices, deceptive or misleading advertising, privacy, and data protection, and will create, maintain, and retain all records and documents reasonably necessary to demonstrate your full compliance with each such law, rule, and regulation, (ii) without limiting the foregoing, you will comply with all Federal Trade Commission rules, regulations, guidelines, and best practices, including with respect to disclosure of your relationship with Rebuy in connection with the Partner Channels, (iii) you will conduct your business in a manner that reflects favorably at all times on Rebuy and Rebuy's products and services, (iv) you will not directly or indirectly issue or communicate any statement that maligns, denigrates or disparages Rebuy, any of its product or services or any of it is officers, directors or employees, (v) you will not make any false or misleading representations with regard to Rebuy or Rebuy's products or services, (vi) you will not make any representations, warranties, or guarantees with respect to the specifications, features, functionality, or results of Rebuy's products or services, (vii) you will not alter or modify the Affiliate Links, including any underlying software code or technology, and (viii) none of the posts made to the Partner Channels in connection with the Program will infringe or violate any intellectual property, privacy, or publicity right of any third party.

9. TERM AND TERMINATION

9.1 Term

This Agreement will commence upon Rebuy's notification to you of your acceptance into the Program and will remain in full force and effect unless terminated earlier as provided below (the "Term").

9.2 Termination

This Agreement may be terminated by written notice by either party. You will be entitled to the Partner Referral Fees and/or Commission only for those Converted Transactions successfully completed as required herein before termination or expiration of this Agreement.

10. CONFIDENTIALITY

10.1 Confidentiality

Each party agrees (i) not to disclose any information received from the other party that is marked as "confidential" or "proprietary" or should reasonably be considered confidential or proprietary given the nature of the information and the circumstances of disclosure ("Confidential Information"), except (a) to such party's employees and consultants, if applicable, who have a bona fide need to know in order to perform the obligations under this Agreement, or (b) as required by law or any governmental entity, provided that notice is given to the disclosing party to the extent permitted by law as soon as reasonably possible, and (ii) to use the Confidential Information solely to perform such party's obligations under this Agreement. Any Confidential Information received during the Term shall be returned (or destroyed, upon request) to the disclosing party promptly following any expiration or termination of this Agreement.

10.2 Exclusions

Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party, (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (iii) is already in the receiving party's possession at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure, (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality, or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent documentation in the receiving party's possession.

11. DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE AFFILIATE LINKS, THE SITE, REBUY MATERIALS, REBUY SERVICES, AND ANY OTHER CONTENT, INFORMATION, AND MATERIALS MADE AVAILABLE TO YOU HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, AND REBUY MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU OR TO ANY OTHER PARTY REGARDING ANY OF THE FOREGOING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REBUY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, REBUY HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE AFFILIATE LINKS, THE SITE, REBUY MATERIALS, AND ANY OTHER CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE TO YOU HEREUNDER WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

12. INDEMNITY

You will defend, indemnify, and hold Rebuy harmless from and against any and all liabilities, damages, settlements, fines, expenses, and fees (including reasonable attorneys' fees and court costs) resulting from Claims arising out of or related to your breach of these terms. Rebuy may participate in the defense or settlement of any such Claim at its own expense and with its choice of counsel, or, if you refuse to fulfill your obligation of defense, Rebuy may defend itself at your sole cost and expense.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL (i) REBUY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF GOODWILL, REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, AND (ii) REBUY'S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY REBUY TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE ACTS GIVING RISE TO THE CLAIM, IN EACH CASE WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

14. MISCELLANEOUS

14.1 Class Action Waiver

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST REBUY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14.2 Changes to this Agreement

Rebuy reserves the right to update, modify, or otherwise amend this Agreement (each, a "Change") at any time by providing you by email, by posting on the Site, or by any other reasonable means in Rebuy's sole discretion. This Agreement as so updated or modified will be effective ten (10) days after the date on which notice of the Change is provided hereunder, or such later date as may be specified therein; provided that, if Rebuy believes that the Change is necessary for it to comply with applicable law, the Change will be effective immediately. For the avoidance of doubt, the Agreement as it existed prior to such Change will continue to apply to any acts and omissions under this Agreement that occurred prior to the effective date of the Change (i.e., Changes are prospective only unless mutually agreed in writing by the parties). You agree to frequently check the Site, your Partner Account, and the email provided by you to Rebuy, all of which you agree are reasonable means of providing you with notice. If you do not agree to be bound by any Change, you may no longer participate in the Program and/or Managing Agency Program. Rebuy may change or discontinue all or any part of the Program, at any time, in Rebuy's sole discretion, with or without notice to you.

14.3 Miscellaneous

You may not assign or transfer this Agreement or a Partner Account, by operation of law or otherwise, without the Rebuy's prior written consent and any attempt to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. You affirm that Partner is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant Export Laws to ensure that neither the Rebuy Materials or Rebuy Services, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws. Rebuy will not be responsible for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its annexes and any disclosures Rebuy posts on the Site is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended by Rebuy at any time including the Annexes. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. You do not have the power to bind Rebuy or to incur obligations on Rebuy's behalf without Rebuy's prior written consent. Except as expressly set forth in this Agreement, the exercise by Rebuy of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Rebuy's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by Rebuy granting the waiver.

14.4 Governing Law and Arbitration

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be shall be subject to final, binding, and confidential arbitration conducted by the Judicial Arbitration and Mediation Service (JAMS) under its current Rules and Procedures for commercial disputes, available at https://www.jamsadr.com/adr-rules-procedures/ or by calling 1-800-352-5267 (the "Rules"). To the extent there is any conflict between the provisions set forth in this Section and the Rules or any procedural or other rules issued by the arbitrator, this Section will control. The parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree on an arbitrator, the arbitrator(s) shall be selected according to the Rules. The seat of the arbitration shall be New York City, New York, United States of America, unless otherwise mutually agreed by the parties in writing. The arbitrator(s) and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (iii) all arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing; and (iv) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of the agreement to arbitrate under this Section. If either party challenges the right of the other party to obtain arbitration of a dispute between them, or otherwise seeks to file a court action notwithstanding the agreement of the parties to arbitrate disputes, any such legal suit, action or proceeding arising out of or relating to these Terms shall be commenced solely in the state and federal courts located in the County of New York, New York, United States of America, and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding. Notwithstanding anything to the contrary under this Section or these terms, Rebuy may seek injunctive or other equitable relief in any court with competent jurisdiction, to prevent immediate harm arising from any actual or alleged violation of Rebuy's Confidential Information or intellectual property rights pending arbitration of any remaining claims.

Annex A

Fees and Payment Terms

1. Partner Referral Fees

For each undisputed Converted Transaction, Rebuy will pay you the applicable percentage corresponding to your designated Partner Tier, set forth in your Partner Account, of the Net Revenue actually received by Rebuy for such Converted Transaction for the first twelve (12) months of the Customer Agreement. "Net Revenue" means the revenue generated by such Converted Transaction, less any (i) customer discounts applied to such Converted Transaction, (ii) payment processing fees, (ii) any payments returned as a result of refunds, chargebacks, or disputes, and (iv) promotional expenses specific to such Converted Transaction.

2. Commission

For each undisputed Managed Customer, Rebuy will pay you the applicable percentage corresponding to your designated Partner Tier, set forth in your Partner Account, of the MRR actually received by Rebuy for each Managed Customer.

3. Payment Terms

Unless otherwise communicated to you by Rebuy in writing, any Partner Referral Fees and Commission (as applicable) will be paid to you via Rebuy's designated third-party payment processor upon your making a "claim for payout" via your Partner Account; provided that (i) you have a balance of at least two hundred dollars ($200) owed to you by Rebuy for Converted Transactions, and (ii) if the foregoing balance exceeds nine thousand dollars ($9,000), payments may be split into multiple payouts via the third-party payment processor. You acknowledge and agree that (a) the third-party payment processor's terms and conditions may apply to you with respect to your receipt of the Partner Referral Fees and Commission, (b) Rebuy will not be responsible for any acts or omissions of the third-party payment processor, and (iii) you, and not Rebuy, will be responsible for any third-party payment processing or transaction fees of such third-party payment processor, and you will promptly reimburse Rebuy for any such fees charged to Rebuy.

You will be solely liable for any taxes due on any payments made to you under this Agreement.