Partner Program Terms

Approval Period

The period beginning when a Referred Customer's payment is recorded by Stripe and ending after the applicable refund, cancellation, and chargeback window has expired. Commissions remain subject to reversal during the Approval Period.

Attribution Window

The sixty (60) day period following a Referred Customer's click on your Referral Link during which a resulting paid subscription is attributed to you, subject to Section 6.

Commission

The amount payable to you under Section 7 for an attributed paid subscription, calculated on Net Subscription Revenue.

Partner Account

Your account inside the Partner Platform Provider where you manage your Referral Links, Promotion Codes, performance data, payout method, and tax information.

Partner Platform Provider

The third-party affiliate management platform we use to operate the Program, currently Tolt, Inc., together with any successor platform we may designate. The Partner Platform Provider provides attribution, commission calculation, payout processing, and tax form collection on our behalf.

Partner Portal

The branded interface, currently located at partners.repricing.app, through which you access the Partner Platform Provider's services for the Program.

Promotion Code

A unique alphanumeric code you may be permitted to create through the Partner Portal that, when applied at checkout, attributes the resulting paid subscription to you.

Referral Link

Each unique URL we (through the Partner Platform Provider) issue to you for the purpose of attributing Referred Customers to your Partner Account.

Referred Customer

An end-customer of Repricing who, in accordance with Section 6, is attributed to your Partner Account and subscribes to the Repricing service.

Repricing Service

The multichannel repricing software-as-a-service offered by Repricing as described at repricing.app and governed by the Repricing Terms of Service.

Net Subscription Revenue

The amount actually received by Repricing from a Referred Customer for the Repricing Service in a given billing period, net of: (a) any discounts (including the Referred Customer Discount), credits, refunds, chargebacks, and reversals; (b) applicable sales, value-added, GST, and similar taxes; (c) payment processor fees imposed on the transaction; and (d) fraudulent or otherwise excluded transactions identified under these Partner Terms.

3.1 How you enroll

You enroll by submitting the public sign-up form at repricing.app/partners. If you are already a logged-in Repricing customer when you submit the form, your Partner Account is automatically linked to your Repricing user account using the email associated with that account. If you enroll as a member of the public, you will receive a magic link by email that gives you access to the Partner Portal, where you can set your payout method and obtain your Referral Link.

3.2 One account per Partner

You may maintain only one Partner Account at a time. Operating multiple Partner Accounts, including by use of alternate emails, related parties, or shell entities, is a material breach of these Partner Terms and may result in forfeiture of Commissions and termination under Section 18.

3.3 Account security

You are responsible for safeguarding the credentials used to access the Partner Portal and your Repricing account, and for all activity occurring under those credentials. You will notify us promptly at admin@repricing.app of any actual or suspected unauthorized access. You will not share, transfer, sell, or sublicense your Partner Account, and we may suspend the account if we reasonably suspect compromise.

3.4 Accurate information

You will provide and maintain accurate identity, contact, tax, and payout information. If we determine that any information you have provided is inaccurate, incomplete, or fraudulent, we may withhold or reverse Commissions, request re-verification, suspend your Partner Account, or terminate your participation.

4.1 Provider relationship

The Program is operated with the assistance of the Partner Platform Provider. We have engaged the Partner Platform Provider to provide attribution tracking, commission calculation, payout processing, tax form collection, and related services on our behalf. By enrolling, you consent to the sharing of your enrollment data, Partner Account activity, attribution data, and payout-related information with the Partner Platform Provider for these purposes.

4.2 Provider terms

Your use of the Partner Portal and the Partner Platform Provider's services is also subject to the Partner Platform Provider's own terms of service and privacy policy, which are made available to you within the Partner Portal. In the event of a conflict between these Partner Terms and the Partner Platform Provider's terms, these Partner Terms govern as between you and Repricing.

4.3 Provider availability

We may, at any time and in our discretion, change, replace, or discontinue the Partner Platform Provider, modify the features or location of the Partner Portal, or migrate the Program to another provider. We will use reasonable efforts to communicate material changes in advance. We are not responsible for outages, defects, or data-handling errors of the Partner Platform Provider beyond our reasonable control.

4.4 Source-of-truth

Performance data, Commission balances, and payout history displayed in the Partner Portal are provided for your convenience. In the event of any discrepancy, Repricing's records, as reconciled against Stripe and the Partner Platform Provider, will be the authoritative source.

5.1 Issuance

Upon approval, we (through the Partner Platform Provider) will issue you one or more Referral Links. We may, in our discretion and as the Partner Portal feature is rolled out, allow you to create unique Promotion Codes through the Partner Portal. Referral Links and Promotion Codes are non-transferable and are licensed to you solely for use under these Partner Terms.

5.2 Permitted use

You may share Referral Links and Promotion Codes through lawful marketing channels under your control, including blogs, podcasts, newsletters, organic social posts, paid advertising consistent with Sections 13 and 14, webinars, and direct outreach to relevant audiences. You will use only the current, valid Referral Links and Promotion Codes available to you in the Partner Portal.

5.3 Modification or revocation

We may modify, replace, or revoke any Referral Link or Promotion Code at any time, including to deactivate codes that we determine are being abused, that conflict with active Repricing promotions, or that no longer accurately attribute conversions. You will discontinue use of any deactivated Referral Link or Promotion Code promptly upon notice.

5.4 No interference

You will not interfere with, manipulate, or attempt to bypass the operation of Referral Links, Promotion Codes, or the tracking infrastructure described in Section 6, including by stripping, replacing, masking, or rewriting tracking parameters in ways that prevent accurate attribution.

6.1 Attribution mechanics

When a visitor clicks your Referral Link, the Partner Platform Provider's tracking script sets a first-party cookie in the visitor's browser for the duration of the Attribution Window. If that visitor subscribes to the Repricing Service while the cookie is valid, the resulting paid subscription is attributed to your Partner Account. When Promotion Codes are available, a visitor who applies your Promotion Code at checkout is attributed to your Partner Account regardless of cookie state.

6.2 Last-click rule

If a visitor clicks the Referral Links of more than one Partner, or applies more than one Promotion Code, the resulting subscription is attributed to the Partner whose Referral Link or Promotion Code was used most recently and was still valid at the time the visitor subscribed. Attribution captured at the time of subscription is authoritative; later resets of cookies, devices, browsers, or user identifiers do not retroactively re-attribute the subscription.

6.3 Cookie limitations

Attribution depends on the visitor's acceptance of cookies, the configuration of their browser and devices, and the availability of the Partner Platform Provider's tracking infrastructure. You acknowledge that attribution is inherently imperfect and that we are not liable for conversions that are not tracked because of browser restrictions, ad blockers, privacy tools, server outages, network errors, the visitor declining cookies, the visitor's use of multiple devices or browsers, or other factors outside our reasonable control.

6.4 Existing customers

Subscriptions of existing Repricing customers are not attributable to you, even if the customer later clicks a Referral Link or applies a Promotion Code. A subscription is considered to be that of an existing customer if the email address or organization is already associated with a Repricing account at the time of the click.

6.5 Self-referrals

You may not use your own Referral Link or Promotion Code to obtain a discount on or generate a Commission from a subscription you control, whether registered to you, a member of your household, an entity you own or control, or an affiliate of any of the foregoing. Self-referrals are automatically blocked where detected, and any Commissions earned in violation of this Section 6.5 will be reversed and may, in our discretion, result in termination.

6.6 Fraud monitoring

We and the Partner Platform Provider monitor for fraud, including bot traffic, cookie stuffing, incentivized clicks, brand-bidding, typosquatting, IP cycling, click farms, and manipulation of tracking parameters. We may, in our discretion, hold, reverse, or forfeit Commissions identified as fraudulent or non-compliant; in clear or repeated cases, we may terminate your participation under Section 18 and pursue any other remedies available to us.

7.1 Tiers

Partners are assigned to one of three Commission tiers: Standard (30% recurring), Premium (40% recurring), and Gold (50% recurring). All new Partners begin at Standard. Tier promotions are granted at Repricing's sole discretion based on factors that may include conversion quality, volume, brand fit, and audience composition, and may be granted, modified, or revoked at any time and without advance notice.

7.2 Recurring Commission on Net Subscription Revenue

For each attributed paid subscription, Commission is calculated as your then-current tier percentage multiplied by the Net Subscription Revenue actually received by Repricing for that subscription in each billing period. Commissions continue to accrue for the lifetime of the subscription so long as: (a) the subscription remains continuously linked to your Partner Account through the Partner Platform Provider's integration; (b) the Program continues to operate; and (c) these Partner Terms remain in effect or expressly survive termination under Section 19. We do not guarantee any particular term, renewal, or upgrade behavior of any Referred Customer.

7.3 Tier changes during subscription life

If your tier changes during the life of a Referred Customer's subscription, the new tier percentage applies prospectively from the first billing period beginning after the change. Tier changes do not adjust Commissions already accrued or paid.

7.4 Excluded revenue

Commissions are not paid on, and Net Subscription Revenue excludes: (a) revenue from existing Repricing customers described in Section 6.4; (b) one-time charges, set-up fees, professional services, custom development, training, and similar non-subscription revenue; (c) Enterprise plans, pilot agreements, or custom contracts negotiated outside of the standard published pricing, except where we expressly designate them as Program-eligible in writing; (d) amounts refunded, credited, charged back, disputed, or otherwise not ultimately retained by Repricing; (e) taxes, payment processor fees, and other amounts excluded from Net Subscription Revenue under Section 1; and (f) transactions associated with conduct prohibited by these Partner Terms.

7.5 No guaranteed amount

We make no representation as to the volume of clicks, conversions, Net Subscription Revenue, or Commissions you will or may earn under the Program. Your earnings depend on many factors outside our control, including audience match, market conditions, and Referred Customer behavior.

9.1 Schedule

Approved Commissions for a given calendar month are paid on or about the 15th day of the following calendar month through the Partner Platform Provider. Commissions are considered approved once the underlying Referred Customer payment has cleared the Approval Period and is not subject to any pending refund, dispute, or chargeback. We may delay payment of any Commission that we are reviewing for fraud, compliance, tax, or sanctions reasons.

9.2 No minimum

There is no minimum payout threshold for the Program at this time. We may introduce or change a minimum threshold by notice through the Partner Portal or by email, with such change applying to Commissions accruing after the effective date.

9.3 Payout methods and fees

You may select your payout method in the Partner Portal from the methods made available by the Partner Platform Provider, which currently include PayPal, Wise, Payoneer, local bank transfer (ACH, SEPA, BACS, FAST, FPS and similar networks), wire transfer, and supported cryptocurrencies. The Partner Platform Provider, payment networks, and your selected payout method may charge processing, conversion, and intermediary fees. You are responsible for those fees, which may be deducted from your payout. We are not responsible for errors or delays caused by your payout method, your bank, or the Partner Platform Provider.

9.4 Currency

Commissions are denominated in U.S. Dollars unless we expressly state otherwise. Any conversion to another currency is performed by the Partner Platform Provider or your selected payout method at then-prevailing rates; we are not responsible for foreign-exchange spreads or rate movements.

9.5 Payment agent

You acknowledge that the Partner Platform Provider may act as Repricing's payment agent for the purposes of disbursing Commissions to you. Payment by the Partner Platform Provider on our behalf satisfies our payment obligation to you with respect to the Commissions paid.

9.6 Unclaimed or returned payouts

If a payout is returned undelivered, rejected by your bank or payout method, or remains unclaimed because of inaccurate or outdated payout information, we will hold the Commission and notify you through the Partner Portal. You are responsible for updating your payout information. Commissions remaining unclaimed for more than twelve (12) months after the original payout date may be forfeited to the extent permitted by applicable abandoned-property law.

9.7 Set-off

We may set off against any Commission payable to you any amount you owe to us under these Partner Terms or any other agreement between you and Repricing, including unrecovered refunds, chargebacks, fees, and any negative balance under Section 10.

9.8 Disputed amounts

You must notify us in writing at admin@repricing.app of any dispute regarding a Commission or payout within ninety (90) days after the corresponding payout date or, if no payout occurred, after the date the Commission was scheduled to be paid. Amounts not disputed within that period are deemed accurate and waived.

10.1 Automatic clawback

If a Referred Customer receives a refund (in whole or in part), a credit, a successful chargeback or payment dispute, or otherwise causes Repricing to lose previously received subscription revenue, the related Commission will be reversed in whole or in proportion to the revenue lost. If the Commission has not yet been paid, the reversal reduces your accrued balance. If the Commission has already been paid, the reversed amount is deducted from your next payout or, if your balance is insufficient, carried as a negative balance against future Commissions.

10.2 Negative balances

If your Partner Account carries a negative balance for sixty (60) or more consecutive days, or if your participation in the Program ends while a negative balance is outstanding, you remain liable to repay the outstanding amount on demand. We may pursue any lawful collection remedy, including by offsetting amounts owed by Repricing to you under any other agreement, retaining payment instruments on file, or initiating debt-recovery proceedings.

10.3 Bad-debt and fraud reversals

If a Referred Customer becomes uncollectible (e.g., long-term payment failure resulting in write-off), or if a transaction is later identified as fraudulent or in violation of these Partner Terms, we may reverse or forfeit the corresponding Commissions in the same manner as a refund. You will not be entitled to any Commission for revenue that Repricing does not ultimately retain.

11.1 Your responsibility

You are solely responsible for all taxes, levies, fees, duties, and similar charges arising from or in connection with the Commissions you receive, including income tax, self-employment tax, value-added tax, and goods-and-services tax, and for the timely reporting and payment of those amounts to the relevant authorities. We do not provide tax advice; you are responsible for obtaining your own tax advice. Nothing in these Partner Terms shall be construed as Repricing assuming any tax obligation that, by law, is yours.

11.2 Tax forms

You will provide accurate tax information through the Partner Portal, including, as applicable, IRS Form W-9 (for U.S. persons), IRS Form W-8 BEN or W-8 BEN-E (for non-U.S. persons), and any other documentation we or the Partner Platform Provider reasonably require to comply with applicable tax-information-reporting and withholding rules. You will update your tax forms promptly upon any change in status.

11.3 Withholding and 1099 filing

We or the Partner Platform Provider, acting on our behalf, may withhold and remit from your Commissions any amounts required by law, and may require valid tax documentation before disbursing Commissions. For U.S. persons earning US$600 or more in a calendar year, we (through the Partner Platform Provider) will file Form 1099-NEC or other required information returns and provide you with the corresponding payee copy.

11.4 Tax misrepresentation

If you provide inaccurate, incomplete, or fraudulent tax documentation, you will indemnify and hold us harmless from any resulting taxes, penalties, interest, and reasonable costs incurred by us. We may suspend or terminate your participation, or withhold the maximum required by law from your Commissions, until valid documentation is provided.

11.5 VAT and indirect taxes

If your jurisdiction imposes VAT, GST, or similar indirect taxes on the Commissions you receive, you are responsible for charging, collecting, reporting, and remitting those taxes to the applicable authority. Unless we expressly state otherwise, Commissions are quoted exclusive of any such indirect tax, and we will not gross-up Commissions to account for it.

12.1 FTC and equivalent rules

You will comply with the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (the "FTC Endorsement Guides") and all equivalent rules applicable to your jurisdiction (including the U.K. ASA CAP Code, the EU Unfair Commercial Practices Directive, the Canadian Competition Bureau's influencer guidance, and the Australian ACCC's guidance). You must clearly and conspicuously disclose your material connection to Repricing in every promotion in which you use a Referral Link, Promotion Code, or otherwise endorse the Repricing Service.

12.2 What disclosure looks like

Disclosures must be hard to miss, in close proximity to the endorsement or the Referral Link or Promotion Code, and in language that the average consumer will understand. Examples of acceptable language include "Partner link", "Affiliate link", "Paid link", "Ad" alongside an explanation, or "I earn a commission if you sign up". Burying disclosures in footers, behind "more" links, on a separate page, or relying on platform-provided badges alone is not sufficient. On audio channels (e.g., podcasts), the disclosure must be made verbally before or alongside the endorsement.

12.3 Truthful claims

All claims you make about the Repricing Service must be truthful, non-misleading, and substantiated. You will not make any guarantee, representation, or warranty about the Repricing Service, its features, pricing, performance, security, compliance, or outcomes other than what we have expressly authorized in writing or that appears on a current Repricing-controlled property. You will not present opinions as facts and you will reflect any disclaimers and limitations associated with the underlying claim.

14.1 Paid search and brand bidding

Without our prior written approval, you may not run paid search campaigns on terms that include or are likely to be confused with Repricing-owned trademarks (including "Repricing", "Repricing.app", and close variants), bid on those terms in display, social, or affiliate-network campaigns, or direct paid traffic to a landing page designed to appear to be a Repricing property.

14.2 Email

Promotional emails referencing the Repricing Service must comply with CAN-SPAM, the EU ePrivacy Directive, GDPR, CASL, and other applicable anti-spam and consent rules. You must use lists you have lawfully built, honor unsubscribe requests, and identify yourself accurately. You may not send promotional email purporting to come from Repricing or using a from-name or domain that includes Repricing-owned marks.

14.3 Reviews and comparisons

You may publish reviews and comparisons of the Repricing Service. Reviews must reflect your honest opinion, must be substantiated, must not present fabricated quotes or testimonials, and must include the disclosure required by Section 12. Comparisons against named competitors must be accurate, current, and based on information that you can document.

14.4 Embargoed channels

We may, by notice in the Partner Portal or by email, designate certain channels or media (for example, particular coupon-aggregator sites, browser extensions, or paid-traffic sources) as embargoed for the Program. Promotions you publish on embargoed channels are non-attributable and may result in forfeiture of Commissions.

14.5 Marketing of Repricing customers

You may not, in connection with the Program, collect, store, or otherwise process personal data of Referred Customers beyond what is strictly necessary to make the referral. You may not represent that you have access to Repricing customer data, performance data, or account access.

15.1 License grant

Subject to your continuing compliance with these Partner Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of your participation, to use the Repricing name, logo, and other brand assets we make available in the Partner Portal solely to identify Repricing as the source of the Repricing Service and to promote it under the Program.

15.2 Brand guidelines

You will use brand assets only in the form provided, without modification, distortion, recoloring, or animation, except as expressly permitted by any brand guidelines we publish. You will not combine our marks with your marks or those of any third party in a way that suggests joint branding, joint venture, or co-ownership.

15.3 Ownership

All right, title, and interest in and to Repricing's marks, brand assets, software, content, and the Program remain the property of Repricing. No rights are granted to you other than as expressly set out in these Partner Terms. You will not register or attempt to register any Repricing mark, any confusingly similar mark, or any derivative thereof as a trademark, service mark, domain name, social handle, business name, or otherwise.

15.4 Revocation

The license in this Section 15 may be modified or revoked by us at any time. Upon revocation or termination of your participation in the Program, you will promptly cease all use of Repricing's marks and brand assets and remove them from any properties you control.

17.1 Roles

As between you and Repricing, each party acts as an independent controller (and not as a joint controller) of any personal data it collects in connection with the Program. Repricing processes personal data about you (the Partner) in accordance with the Repricing Privacy Policy. To the extent you collect or process personal data of any individual through your marketing activities (for example, email lists, lead forms, or analytics), you are an independent controller of that data and are solely responsible for compliance with applicable data-protection laws, including GDPR, U.K. GDPR, CCPA/CPRA, LGPD, and Quebec Law 25.

17.2 Privacy practices

You will maintain a privacy notice on your properties that accurately describes your data-collection and tracking practices, including any cookies, pixels, or tracking technologies you deploy. You will obtain all consents and provide all notices required by applicable law before collecting or sharing any personal data in connection with promotion of the Repricing Service.

17.3 No sensitive data

You will not provide to Repricing or the Partner Platform Provider any special-category data (e.g., health, biometric, political opinions), payment card numbers, or other sensitive data in connection with the Program. You will not collect data about minors (under sixteen (16) years of age) in connection with the Program.

17.4 Provider data flow

You acknowledge that the Partner Platform Provider processes your personal data and Partner Account activity to provide the services described in Section 4. Where required, that processing is governed by a data-processing addendum between us and the Partner Platform Provider. We will use reasonable efforts to choose providers that maintain appropriate technical and organizational measures.

17.5 Security incidents

If you become aware of any actual or suspected unauthorized access, loss, or disclosure of Confidential Information or of personal data shared by us with you, you will notify us at admin@repricing.app without undue delay (and in any event within seventy-two (72) hours) and reasonably cooperate with any investigation or notification obligations.

18.1 Term

These Partner Terms take effect when you enroll and continue until terminated as described below.

18.2 Termination by you

You may terminate your participation in the Program at any time and for any reason by closing your Partner Account through the Partner Portal or by emailing admin@repricing.app.

18.3 Termination by us for convenience

We may terminate or suspend your participation, or the Program as a whole, at any time and for any reason, upon reasonable notice (which may be provided through the Partner Portal or by email).

18.4 Termination for cause

We may suspend or terminate your participation immediately and without prior notice if, in our reasonable judgment, you: (a) breach any provision of these Partner Terms, including Sections 5, 6, 12, 13, 14, 15, 16, or 17; (b) engage in fraud, deceptive practice, or activity that harms or is reasonably likely to harm Repricing, the Partner Platform Provider, customers, or third parties; (c) infringe or misappropriate any intellectual property right; (d) violate applicable law; or (e) become subject to insolvency, bankruptcy, sanctions, or similar proceedings.

19.1 Approved Commissions

Upon termination by you, or by us without cause, Commissions that have been earned and approved as of the termination date and that are not subject to clawback, dispute, or set-off will be paid in the ordinary payout cycle, less any amounts you owe us. Commissions accrued but not yet approved at termination will be paid only if and when they become approved under Section 9.

19.2 No future accrual

No new Commissions accrue after termination. Recurring Commissions on existing Referred Customers do not survive termination of these Partner Terms, except where required by applicable law.

19.3 Termination for cause

Upon termination by us for cause, all unpaid Commissions, including amounts already approved, may, in our discretion, be forfeited to the extent reasonably necessary to remediate the breach and recover related losses, including refunds, chargebacks, fraud, and reasonable investigation costs.

19.4 Other consequences

Upon termination: (a) your license to use Repricing's marks and brand assets under Section 15 terminates immediately, and you will promptly remove them from any properties you control; (b) you will stop using Referral Links and Promotion Codes; (c) you will return or destroy Confidential Information in your possession or control; and (d) Repricing may disable your Partner Account.

19.5 Survival

The following Sections survive termination or expiration of these Partner Terms: 1 (Definitions), 7.4 and 10 (clawback-related obligations), 11 (Tax Obligations) with respect to obligations accrued, 15.3 (Ownership), 16 (Confidentiality), 17 (Data Protection and Privacy), 19 (Effect of Termination), 21 (Disclaimers), 22 (Indemnification), 23 (Limitation of Liability), 25 (Sanctions), 26 (Governing Law and Disputes), 27 (General Provisions), and any other provision that by its nature is intended to survive.

20.1 Program changes

We may, in our sole discretion, change, suspend, or discontinue any feature of the Program (including tiers, Commission percentages, the Referred Customer Discount, the Attribution Window, payout methods, the Partner Portal, the Partner Platform Provider, and the Referral Links and Promotion Codes) at any time. We will use reasonable efforts to provide advance notice of material changes through the Partner Portal or by email.

20.2 Changes to these Terms

We may update these Partner Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. For material changes, we will provide notice at least fourteen (14) days before the changes take effect, except where a shorter period is required by law, regulation, security, or risk considerations. Your continued participation in the Program after the effective date of any change constitutes your acceptance of the updated Partner Terms. If you do not accept the updated Partner Terms, your sole remedy is to close your Partner Account before the effective date; approved Commissions earned before the closure will be paid in the ordinary course.

22.1 Your indemnity

You will defend, indemnify, and hold harmless Repricing, the Partner Platform Provider, and their respective affiliates, officers, directors, employees, contractors, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, losses, damages, liabilities, settlements, judgments, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or related to: (a) your participation in the Program; (b) your marketing activities, content, claims, and use of Referral Links and Promotion Codes; (c) any breach by you of these Partner Terms, including any representation or warranty made by you; (d) any violation by you of law (including FTC Endorsement Guides, anti-spam, advertising, consumer-protection, intellectual property, data-protection, tax, and sanctions laws); (e) any infringement, misappropriation, or violation by you of any third-party intellectual property or other right; (f) any fraud, willful misconduct, or gross negligence on your part; or (g) any tax obligation or liability for which you are responsible under Section 11.

22.2 Process

We will: (i) promptly notify you of any claim subject to indemnification (provided that failure to give prompt notice does not relieve you of your obligations except to the extent you are materially prejudiced); (ii) give you sole control of the defense and settlement of the claim, except that any settlement that imposes any obligation or admission of liability on us, or that does not provide us with a full release, requires our prior written consent; and (iii) provide reasonable cooperation at your expense. We reserve the right to participate in the defense of any claim with counsel of our own choosing at our own expense.

26.1 Governing law

These Partner Terms and any non-contractual obligations arising out of or related to them are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

26.2 Informal resolution

Before initiating any formal proceeding, you agree to first contact us at admin@repricing.app with a written description of the dispute and to attempt in good faith to resolve it informally for at least thirty (30) days.

26.3 Binding arbitration and class waiver

Any dispute, claim, or controversy arising out of or relating to these Partner Terms or the Program that is not resolved under Section 26.2 will be resolved through final and binding arbitration, on the same terms and subject to the same procedures, exceptions, fee allocation, and class action waiver as set out in Sections 24 and 25 of the Repricing Terms of Service. You and we waive any right to a trial by jury. You and we further agree that claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

26.4 Equitable relief

Notwithstanding Section 26.3, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights, enforce confidentiality obligations, or address violations of Sections 5, 6, 13, 14, or 15.

26.5 EU consumer protection

For Partners habitually resident in the European Union, this Section 26 does not deprive you of the protection of mandatory consumer-protection rules of the law of your country of residence.

27.1 Entire agreement

These Partner Terms, together with the Repricing Terms of Service, Privacy Policy, and any policies or guidelines we publish for the Program, constitute the entire agreement between you and Repricing concerning the Program and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral, concerning the same subject matter.

27.2 Order of precedence

In the event of a conflict between these Partner Terms and the Repricing Terms of Service, these Partner Terms govern with respect to the Program. In the event of a conflict between these Partner Terms and the Partner Platform Provider's terms, these Partner Terms govern as between you and Repricing.

27.3 Assignment

You may not assign or transfer these Partner Terms or your Partner Account, in whole or in part, by operation of law or otherwise, without our prior written consent; any attempted assignment in violation of this Section 27.3 is void. We may assign these Partner Terms freely, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

27.4 Notices

We may give notice to you by email to the address associated with your Partner Account, by posting in the Partner Portal, or by other reasonable means. You will give notice to us at admin@repricing.app. Notices are deemed given when sent (for email or portal posting) or three (3) business days after mailing (for postal mail).

27.5 No waiver

Our failure or delay in enforcing any provision of these Partner Terms is not a waiver of that provision or of any other provision. Any waiver must be in writing and signed by us to be effective and applies only to the specific instance for which it is given.

27.6 Severability

If any provision of these Partner Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if it cannot be so modified, it will be severed, and the remaining provisions will continue in full force and effect.

27.7 Force majeure

Neither party will be liable for any failure or delay in performance (other than the obligation to pay) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics, internet or telecommunications failures, third-party provider outages, and cyber attacks.

27.8 No third-party beneficiaries

Except as expressly provided for the Indemnified Parties in Section 22, these Partner Terms do not create any third-party beneficiary rights.

27.9 Counterparts and electronic acceptance

These Partner Terms may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature.

27.10 Headings and interpretation

Section headings are for reference only and do not affect interpretation. The words "include", "includes", and "including" are deemed to be followed by "without limitation". The singular includes the plural and vice versa.