Seller Agreement

1. Definitions

The following terms carry the meanings set out below throughout this Agreement:

"Acceptable Use Policy" refers to Ruba's permitted and prohibited use standards, accessible at https://getruba.com/legal/acceptable-use-policy.

"Additional Services" means optional features or capabilities beyond the core Services that you may activate through your Seller Dashboard, as described in Section 3.

"Affiliates" means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a given party, from time to time.

"Buyer" means any person who completes a purchase of your Product through Ruba Checkout.

"Buyer Terms" means the terms governing Buyers' use of Ruba Checkout, available at https://getruba.com/legal/checkout-buyer-terms.

"Card" means any credit, debit, or prepaid card issued under a Card Network.

"Card Network" means Visa, Mastercard, American Express, Discover, or any comparable payment network, and includes alternative payment methods such as Stripe and PayPal.

"Chargeback" means a reversal of a Transaction initiated by an issuing bank or financial institution, resulting in funds being returned from the acquirer or merchant to the Buyer.

"Chargeback Prevention Alert" has the meaning given in Section 11.4.

"Checkout Recovery" means an optional Additional Service through which Ruba contacts a prospective Buyer who began but did not complete a purchase of your Product.

"Confidential Information" means any proprietary or non-public information disclosed by one party to the other, in any form, including but not limited to business plans, financials, product information, trade secrets, personnel data, and technical know-how.

"Data Processing Addendum" means Ruba's data sharing and processing terms, located at https://getruba.com/legal/data-processing-addendum, governing how personal data is handled between Ruba and you.

"Data Protection Law" means all applicable United States federal and state privacy and data protection statutes and regulations, including the California Consumer Privacy Act (as amended by the CPRA), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, and all similar state-level privacy laws and implementing regulations.

"Intellectual Property Rights" means all rights in patents, inventions, copyrights, neighboring rights, moral rights, trademarks, service marks, trade names, domain names, trade dress, goodwill, design rights, computer software, database rights, trade secrets, know-how, and all other intellectual property rights of any kind, whether registered or unregistered, together with all applications, renewals, extensions, and rights to claim priority worldwide.

"Network Rules" means all bylaws, rules, regulations, operating guidelines, and waivers issued by the Card Networks, as modified or supplemented from time to time.

"Outbound Telemarketing" means any plan, program, or campaign designed to induce the purchase of Products through one or more telephone calls initiated by a party other than the prospective customer.

"Payment Account" means the payment account linked to your Seller Account through which Ruba transmits Seller Fees to you.

"Payment Processor" means any third-party payment processing provider used by Ruba to facilitate payments, as listed on our Payment Processor Partners page.

"Product" means your software, digital content, or other digital offering that you submit to Ruba for resale, together with any subsequent updates, upgrades, and associated implementation or service fees.

"Product Information" has the meaning given in Section 10.4.

"Product Support" means ongoing customer service and after-sale support for the Product provided directly by you to Buyers, including technical assistance and any service level commitments.

"Ruba" refers to WRITE RUBA's FULL LEGAL NAME HERE and its Affiliates.

"Ruba Checkout" means the online checkout interface through which Buyers purchase your Product, supporting credit and debit cards, PayPal, ACH, and other payment methods.

"Ruba Fee" means the amount retained by Ruba for each Product resale, as set out in the Ruba Fee Schedule.

"Ruba Trademarks" means any logos, trademarks, service marks, or trade names owned by Ruba.

"Sales Tax" means any tax, levy, or withholding applicable to Transactions globally, including VAT, GST, sales tax, use tax, digital services taxes, and corporate withholding taxes, together with any related interest and penalties.

"Seller Account" means your account on the Ruba platform through which you access the Services.

"Seller Dashboard" means the Ruba interface through which you manage your Seller Account, monitor sales, adjust settings, and access reports.

"Seller Fee" has the meaning given in Section 4.1.

"Seller Information" has the meaning given in Section 10.1.

"Seller Trademarks" means any logos, trademarks, service marks, or trade names owned by you or your licensors.

"Seller URL(s)" means the web addresses and associated content of your website(s) or mobile application(s) through which your Products are sold using the Services.

"Standard Price" means the price set by you in the Seller Dashboard and paid by a Buyer for a Product.

"Transaction" means a completed sale of a Product through Ruba Checkout, not including reversals, refunds, or Chargebacks.

"Transactional Support" means first-tier buyer-facing support provided by Ruba, covering refund requests, Chargebacks, payment queries, subscription cancellations, and initial order-related issues.

1.2. Unless context requires otherwise:

(i) Section headings are for convenience only and do not affect interpretation;

(ii) references to a "party" include that party's successors and permitted assigns;

(iii) references to a "person" include natural persons, corporations, and other legal entities;

(iv) references to one gender include all genders;

(v) singular words include the plural and vice versa;

(vi) "includes", "including", "in particular", and similar expressions are illustrative only and do not limit the preceding words;

(vii) "writing" includes email and any other legible, non-transitory method of reproducing words; and

(viii) references to a law include that law as amended, re-enacted, or consolidated, together with all subordinate legislation made under it.

2. Agreement and Acceptance

2.1. This Ruba Seller Agreement (the "Agreement") — read together with the Ruba Data Processing Addendum, the Ruba Privacy Policy, the Ruba Acceptable Use Policy, and any applicable Order Form (each incorporated by reference) — governs the relationship between you ("Seller", "you", or "your") and WRITE RUBA's FULL LEGAL NAME HERE ("Ruba", "we", "us", or "our") with respect to the website at https://getruba.com (the "Website") and all associated services.

2.2. By first accessing the Website, creating a Seller Account, or otherwise using the Services in any way (the "Effective Date"), you confirm that you have read and understood this Agreement and agree to be bound by its terms. If you do not accept these terms, you must not access the Website or use the Services.

2.3. Arbitration Notice: Except as described in Section 22, disputes between you and Ruba will be resolved by binding individual arbitration. You waive your right to participate in a class action lawsuit or class-wide arbitration.

2.4. We may revise this Agreement at any time. We will update the "Last Updated" date and provide notice via the Website or by email to the address in your Seller Account. Changes take effect immediately. If you do not agree to a revision, you may terminate under Section 18. Continued use of the Services after a revision constitutes acceptance of the updated terms. Modifications other than those made by us under this Section require a written agreement signed by both parties.

3. Services

3.1. You appoint Ruba as your non-exclusive reseller of the Product in all territories where Ruba operates.

3.2. In its capacity as your reseller, Ruba will:

(i) set you up as a seller of Products on the Ruba platform and create your Seller Account, giving you access to the Seller Dashboard where you can track sales and payments owed to you;

(ii) act as your non-exclusive reseller of the Product through Ruba Checkout across all territories where Ruba operates;

(iii) connect you with Buyers to enable Product delivery and/or access, as applicable; and

(iv) handle first-tier transactional support, Sales Tax collection and remittance, disputes, and Chargebacks between you, Ruba, and Buyers.

3.3. You may choose to activate Additional Services at any time through your Seller Dashboard.

4. Fees and Payments to You

4.1. For each Transaction, and subject to Network Rules and applicable law, Ruba will pay you the Standard Price minus:

(i) any applicable Sales Tax;

(ii) the Ruba Fee; and

(iii) any other charges payable by you under this Agreement.

The resulting amount is your "Seller Fee."

4.2. The Ruba Fee and any fees for Additional Services are set out in the Ruba Fee Schedule.

4.3. Ruba will pay Seller Fees in USD unless another currency is agreed in writing. Where currency conversion is needed, Ruba will disclose the applicable rate and any foreign exchange margin before converting.

4.4. Seller Fee payments are initiated upon your request once your balance meets or exceeds the then-current minimum payment threshold. Payments are made through Payment Processors, and receipt may be subject to delays of 10 Business Days or more after initiation. Ruba may, in its reasonable discretion and based on risk indicators (including Chargeback rates, refund rates, Product risk, regulatory inquiries, or suspected fraud), establish or increase reserves, delay or suspend payments, or require you to prefund anticipated liabilities. For suspended Sellers or high-risk Transactions, payment delays may extend to 120 days. Where practicable and permitted by law and Network Rules, Ruba will notify you of any such measures and the reasons for them.

4.5. Ruba may withhold, reverse, or set off amounts against actual or reasonably anticipated liabilities, including Chargebacks, refunds, Card Network fines, taxes, penalties, investigation costs, and reasonable legal fees.

4.6. Payments to you are made through a Payment Processor to your Payment Account. By accepting this Agreement or using the Services, you agree to be bound by the applicable Payment Processor's terms and privacy policy. A list of our current Payment Processors is available at https://getruba.com/legal/payment-processor-partners, which is incorporated into this Agreement. Ruba is not responsible for errors or omissions by Payment Processors, and reserves the right to correct any such errors even after payment has been initiated.

4.7. Where a Buyer is owed a credit due to a service failure on your part or in the Product, no credit will be applied to any previously charged Ruba Fee, and the Ruba Fee will be calculated on the gross amount charged prior to any credit deduction.

5. Taxes

5.1. As the reseller of the Product, Ruba is responsible for calculating, collecting, and remitting Sales Tax. Where legally required, Ruba will withhold applicable taxes, fees, and similar amounts from Transaction proceeds.

5.2. Sales Tax calculations are based on the Product Information you provide. You will indemnify and hold Ruba harmless from all taxes, penalties, interest, defense costs, and legal fees arising from inaccurate or incomplete Product Information, misclassification of Products, or jurisdictional exposure attributable to your conduct or your Product's characteristics.

5.3. You are responsible for any income taxes you owe in connection with your use of the Services. To meet our own tax reporting obligations, we may request tax identification information from you and, where required, report that information and associated payments to relevant tax authorities. You agree to provide all information and documentation we request for accurate tax determination, including IRS Forms W-8 or W-9 or equivalent exemption documentation. Failure to provide accurate, current tax information may result in suspension of payments to your Payment Account or termination of your Seller Account. You can view and update your tax documentation in your Seller Account at any time. You are also responsible for complying with any applicable Payment Processor requirements regarding tax withholding and reporting.

6. Intellectual Property

6.1. During the term of this Agreement, we grant you a non-exclusive, non-transferable license to access and use the Seller Dashboard and your Seller Account solely as necessary to receive the Services and perform your obligations. We also grant you a non-exclusive, non-transferable license to display then-current Ruba Trademarks on your website solely for the purpose of using Ruba Checkout, provided you comply with any brand guidelines we supply.

6.2. You grant Ruba a non-exclusive, royalty-free license during the term to: (i) market, resell, and distribute the Product to Buyers; (ii) use, reproduce, display, and transmit Product Information and Seller Trademarks in connection with the Services, and to identify you as a client in customer lists, on Ruba's website, and in marketing materials (subject to any reasonable written trademark usage guidelines you provide); and (iii) create and use derivative works of integration materials, metadata, Product Information, and related content solely to the extent necessary to provide or improve the Services. Ruba may sublicense these rights to its Affiliates and to third-party service providers (including Payment Processors, acquirers, Card Networks, fraud screening vendors, support providers, and hosting providers) solely to perform or support the Services.

6.3. Ruba agrees not to:

(i) modify your Product or create derivative works from it;

(ii) merge the Product with other software or services;

(iii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Product;

(iv) disclose to third parties the results of any benchmarking tests run on the Product without your prior written consent; or

(v) otherwise copy or use the Product beyond what is expressly permitted in this Agreement.

These restrictions apply solely to your Product and do not limit Ruba's use of its own technology or aggregate analytics derived from Ruba Checkout, provided no Seller Confidential Information is disclosed.

6.4. You will indemnify, defend, and hold harmless Ruba, its Affiliates, and their officers, directors, employees, and agents from any losses, damages, costs, and legal fees arising from any third-party claim that the Product, Seller Trademarks, Seller URLs, or Product Information infringes or misappropriates any third-party Intellectual Property Right. If the sale or use of the Product is enjoined or likely to be enjoined, you will promptly and at your expense either: (i) secure the right for Ruba to continue providing the Services in connection with the Product; (ii) modify the Product to be non-infringing without materially reducing its functionality; or (iii) replace the Product with a non-infringing equivalent of substantially similar functionality. Your obligations under this Section are not subject to any cap on liability. Ruba will promptly notify you of any such claim and provide reasonable cooperation at your expense. You will control the defense and any settlement, except that no settlement may impose liability on Ruba, require payment by Ruba, or place non-monetary obligations on Ruba without Ruba's prior written consent.

6.5. Except as expressly provided in this Section, you and your licensors retain all right, title, and interest in the Product, Product Information, related documentation, and Seller Trademarks, together with all associated Intellectual Property Rights. Ruba acquires no rights in them beyond what is expressly granted here. You own all improvements and enhancements to the Product. Ruba will take no action that impairs your ownership. Correspondingly, Ruba and its licensors retain all right, title, and interest in the Seller Dashboard, Ruba Checkout, the Services, related documentation, and Ruba Trademarks, and you acquire no rights in them beyond what is expressly stated in this Agreement.

7. Transactional and Product Support

7.1. Ruba will provide first-tier Transactional Support to Buyers, covering refund requests, Chargebacks, payment queries, subscription cancellations, reconciliation, and initial order issues. All Product Support — including ongoing technical support, delivery support, and any service level commitments between you and a Buyer — remains entirely your responsibility.

7.2. You agree to provide all reasonably requested information, documents, and assistance within 72 hours of a request from Ruba, to enable Ruba to deliver Transactional Support, contest Chargebacks, and resolve Buyer queries efficiently.

7.3. You warrant that you will provide Product Support as required. You will maintain Buyer access to the Product through the end of each paid subscription period, or provide pro-rated refunds if the Product becomes unavailable, in each case to minimize Chargebacks and comply with applicable law.

8. Your Obligations

8.1. You will promptly provide accurate, complete, and current information about yourself and your business upon our request, including financial status, beneficial ownership, regulatory compliance, and details about the Product and Seller URLs, as we or our KYC/KYB partners may require from time to time (the "Seller Information").

8.2. You will ensure that your Seller URLs provide clear, accurate Product information, clearly identify Ruba as the reseller, and comply with Ruba's policies, Network Rules, and applicable law.

8.3. Ruba may request changes to your Seller URLs (including any policies or terms displayed on them) to: (i) make Ruba's reseller status clear; (ii) ensure compliance with Ruba's policies, Network Rules, or applicable law; and/or (iii) prevent or reduce Chargebacks.

8.4. You will supply complete and accurate Product Information to Ruba for each Product, including a description and specification, tax classification, pricing, the relevant Seller URL, and any other details we request (collectively, "Product Information"). The same obligations apply whenever you add new Products, new Seller URLs, or modify existing Product Information.

8.5. You will ensure that all Product Information and Seller URLs include all disclosures required by applicable U.S. federal and state consumer protection laws and laws governing automatic renewals and negative option offers (including ROSCA and applicable state renewal statutes), covering material terms, pricing, renewal intervals, cancellation timing and method, refund eligibility, and the recurring nature of charges. You will provide a clear, direct, and immediately effective online cancellation mechanism as required by law.

8.6. You will cooperate with Ruba to coordinate the delivery of Buyer notices — including subscription price change notices, Sales Tax disclosures, and renewal reminders (collectively, "Buyer Notifications") — and cancellation functionality through Ruba Checkout. If you choose to manage some or all Buyer Notifications directly ("Seller-Managed Communications"), you assume sole responsibility for ensuring those communications comply with: (i) all applicable laws; (ii) legally required timing; (iii) Network Rules; and (iv) Ruba's policies. Ruba reserves the right, on reasonable notice, to re-enable Buyer Notifications and resume direct Buyer communications if it determines that you have failed to meet these obligations, that Seller-Managed Communications have generated excessive Chargebacks, refunds, or complaints, or that re-enablement is necessary to comply with applicable law, Network Rules, or the requirements of any Payment Processor, acquirer, or Card Network.

8.7. You represent and warrant that all Seller Information and Product Information you provide is and will remain accurate and current. You will give Ruba at least 30 calendar days' prior written notice of any material change to that information.

8.8. Ruba reserves the right to reject or suspend the sale of any Product if: (i) Ruba determines in its sole discretion that the Product falls outside the Acceptable Use Policy or beyond Ruba's risk tolerance; (ii) you fail to provide requested Product Information or Seller Information to Ruba's satisfaction; or (iii) you fail to make changes to your Seller URL(s) as requested under Section 8.3.

8.9. You will not label any payment flow that collects, stores, or processes cardholder data outside of Ruba Checkout as "Ruba Checkout."

9. Set-Off

9.1. Subject to applicable law and Network Rules, and without prejudice to any other remedies available to us, you authorize Ruba to set off, by any means, any amounts you owe us under this Agreement against any funds or amounts we owe you, including:

(i) liabilities for refunds, Chargebacks, and associated costs under Section 11;

(ii) fines imposed for non-compliance with Network Rules;

(iii) liabilities for breach of the Acceptable Use Policy;

(iv) liabilities arising from fraudulent or unlawful use of the Services; or

(v) any other liability described in this Agreement.

9.2. We may exercise our set-off right at any time without further notice, whether your liability is present or future, liquidated or unliquidated, or actual or contingent. If a set-off does not fully cover the amount owed, you must immediately pay us the remaining shortfall.

9.3. If your Payment Account holds insufficient funds to cover potential refunds, Chargebacks, or other liabilities at any time, you agree to either top up your Payment Account as directed by Ruba, or to allow us to apply our set-off right immediately and without notice. If a set-off still leaves a shortfall, you must pay that amount immediately. We reserve the right to suspend part or all of the Services until any deficit is resolved.

9.4. Ruba is not obligated to pay any Seller Fees associated with activities or Products it reasonably concludes are fraudulent, unlawful, or illegal, or that infringe third-party rights. We may suspend your Seller Account, retain Seller Fees, or terminate this Agreement if: (i) we determine that you pose a significant fraud or unlawful activity risk; (ii) we conclude that you have intentionally misled or defrauded a Buyer or Ruba; (iii) applicable law or Network Rules require it; (iv) we determine that the Product infringes third-party rights; or (v) we are otherwise entitled to do so under this Agreement.

10. Dormant Accounts

If your Seller Account records no Product sales for any consecutive 6-month period, Ruba may deactivate it. Seller Accounts carrying a negative balance with no sales activity in the preceding 15 days will be deactivated immediately.

11. Refunds and Chargebacks

11.1. Because Ruba acts as the seller to Buyers, you must not issue invoices or demand payment directly from Buyers in connection with a Transaction. If you agree to issue a refund to a Buyer, you must process it through your Seller Dashboard — not by direct payment to the Buyer.

11.2. As the seller of record, Ruba may cancel a Transaction and issue a full refund to a Buyer if:

(i) the Buyer requests a refund within 10 days of a one-off purchase, or within 30 days of the most recent subscription renewal, and Ruba determines, in its sole discretion and after reviewing the reason and any usage data, that a refund is in the interests of both Ruba and you;

(ii) Ruba reasonably believes the Transaction was made in error or was fraudulent;

(iii) Ruba reasonably believes the Transaction may give rise to a Chargeback;

(iv) you have not responded to a Transactional Support request within 72 hours as required under Section 7.2; or

(v) a refund is required by applicable law, regulation, a Payment Processor, or Network Rules.

11.3. If Ruba determines that one or more of your Products, or your Product portfolio as a whole, carries an excessive Chargeback or refund rate, Ruba may immediately: (i) suspend sales of all or some of your Products through one or more payment methods; (ii) introduce additional content, disclosures, or controls within Ruba Checkout; (iii) terminate the Services under Section 18.3; and/or (iv) share information about your business, Payment Account, or Seller Account with Payment Processors, acquirers, and Card Networks.

11.4. Ruba may subscribe to Chargeback prevention services offered by Payment Processors or other providers that give early notice of a potential Chargeback before it is formally filed (each a "Chargeback Prevention Alert"). For each Chargeback Prevention Alert received, you will reimburse Ruba a prevention fee of $25 USD (the "Chargeback Prevention Fee"), as may be updated by Ruba on notice. If the underlying dispute does not ultimately result in a Chargeback, Ruba will credit or refund the Chargeback Prevention Fee to you. If the dispute does proceed to a Chargeback, the Chargeback Prevention Fee is non-refundable and is in addition to any amounts owed under Section 11.5.

11.5. If Ruba is subject to a Chargeback or issues a refund, you must reimburse Ruba for: (i) the full Chargeback or refund amount, including any Ruba Fees which Ruba is entitled to retain; (ii) all associated fees, penalties, and assessments from Card Networks, acquirers, and Payment Processors; (iii) reasonable representment and investigation costs; and (iv) a per-incident administrative fee of up to $30 USD, as updated by Ruba on notice — in each case as permitted by applicable law and Network Rules.

12. Representations and Warranties

You represent and warrant to Ruba, on an ongoing basis, that:

(i) all Seller Information and Product Information you have provided is and will remain accurate and current;

(ii) you own each Product or are legally authorized to act on behalf of the owner for the purposes of this Agreement;

(iii) the Product complies with the Acceptable Use Policy, and the sale of the Product complies with all Network Rules and applicable laws, including providing Buyers with Product Support and access to Transactional Support, and offering a direct cancellation link where required by law;

(iv) you own and operate all Seller URL(s) listed in your Seller Account application or otherwise approved by Ruba;

(v) you will not use the Services to sell Products on any website or application other than the approved Seller URL(s);

(vi) the Product is free from material defects and fit for any purpose agreed with a Buyer or for which it is generally used;

(vii) you have the right, power, and authority to enter into and perform your obligations under this Agreement and to permit Ruba to provide the Services;

(viii) there is no pending or threatened legal or regulatory action that would materially impair your ability to operate your business as contemplated here or that would adversely affect your financial condition;

(ix) neither you nor any entity or person in control of your business: (a) has ever been suspended or terminated by a Payment Processor, acquirer, Card Network, or financial institution for fraud, deceptive practices, or breach of law; or (b) has been the subject of regulatory action in the past 10 years involving fraud or unfair or deceptive acts;

(x) your use of the Services and performance of this Agreement does not and will not conflict with any other agreement or infringe any third-party rights;

(xi) you have complied and will continue to comply with all applicable laws, regulations, and ordinances (including all applicable Data Protection Laws) in connection with your business, Products, and use of the Services;

(xii) you will implement Ruba Checkout in strict accordance with Ruba's policies and guidance, and will not conceal from Buyers any information required by those policies, Network Rules, or applicable law;

(xiii) you have not and will not take steps to evade fraud or risk monitoring programs of Ruba, any Payment Processor, acquirer, Card Network, or financial institution — including by distributing transaction volume across multiple Seller Accounts to avoid thresholds, using shell entities to open additional Seller Accounts, or attempting to reduce Chargeback rates without addressing their root cause;

(xiv) you will display Ruba Checkout to each Buyer in full and without alteration, and will ensure that your Seller URL does not change, obscure, or contradict any element of the Ruba Checkout presented to Buyers;

(xv) you do not and will not engage in, or instruct others to engage in, Outbound Telemarketing of any kind, regardless of whether the Products or Services involved are sold through Ruba;

(xvi) you will at all times comply with all applicable Ruba policies and the Data Processing Addendum; and

(xvii) you and your owners, officers, and directors: (a) are not and are not located in a jurisdiction subject to sanctions administered by the U.S. Office of Foreign Assets Control, the U.S. Department of State, or any other applicable authority; (b) will comply with all applicable export control, re-export, and sanctions laws and will not make Products available to prohibited end users or uses; and (c) will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

13. Indemnification

13.1. You agree to indemnify, defend, and hold harmless Ruba, its Affiliates, and their respective employees, officers, and directors from and against all claims, liabilities, penalties, settlements, judgments, and reasonable legal fees arising from or relating to:

(i) any information submitted or accessed through your Seller Account, including Seller Information;

(ii) any breach by you of a representation, warranty, or obligation under this Agreement or any other agreement with a third party;

(iii) any violation by you of applicable law or regulation in connection with your use of the Services; and

(iv) any dispute relating to your Product.

13.2. Ruba will promptly notify you of any such claim and provide reasonable cooperation at your expense. You will control the defense and any settlement, except that no settlement may impose liability on Ruba, require Ruba to make any payment, or place non-monetary obligations on Ruba without Ruba's prior written consent.

14. Confidentiality

14.1. Each party acknowledges that it may receive the other's Confidential Information during the term of this Agreement. The receiving party must not use, disclose, or exploit the disclosing party's Confidential Information for any purpose other than as expressly permitted by this Agreement.

14.2. Each party will protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information of equivalent sensitivity, and in no case less than reasonable care.

14.3. Confidential Information disclosed under this Agreement may be used only for the purposes of this Agreement or in performing obligations under it. The receiving party must not use the disclosing party's Confidential Information to benefit itself or any third party.

14.4. The confidentiality obligations in this Section survive termination or expiry of this Agreement.

14.5. These confidentiality obligations do not apply to information that:

(i) is received from a third party who is free to disclose it without restriction;

(ii) was already known to or independently developed by the receiving party without use of the disclosing party's Confidential Information; or

(iii) is or becomes publicly available through no breach of this Agreement by the receiving party.

14.6. A receiving party may disclose Confidential Information where required by law, regulation, or governmental authority, provided it gives the disclosing party prompt prior written notice of the requirement (where permitted by law) so that the disclosing party may seek a protective order if it wishes.

14.7. Ruba may share your Confidential Information with its Affiliates and with third-party service providers (including Payment Processors, acquirers, Card Networks, fraud screening vendors, support providers, and hosting providers) to the extent necessary to perform or support the Services.

15. Privacy and Data Security

15.1. Ruba will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of personal information, as more fully described in our Privacy Policy and Data Processing Addendum.

15.2. Our Services are not directed at children under the age of 13. We do not knowingly collect personal information from children under 13. If you believe a child under 13 has provided us with personal information, please contact us at support@getruba.com and we will delete that information promptly. Children under 13 must not register for or use the Services.

15.3. You will implement and maintain administrative, physical, and technical safeguards consistent with industry standards to protect Buyer and Transaction data processed through the Services. You will comply with all applicable U.S. privacy and Data Protection Laws — including, as applicable, the CPRA — and you will not sell or share personal information obtained through the Services except as expressly permitted by this Agreement and by law. Where required, you will obtain all necessary consents for processing, including for individuals aged 13–16 where a sale or sharing of personal information would occur.

15.4. You will notify Ruba promptly, and in any event within 72 hours, of any actual or suspected unauthorized access to or acquisition of personal data processed in connection with the Services (a "Security Incident"). You will cooperate fully in Ruba's investigation and remediation and will bear all costs, fines, and assessments arising from any Security Incident to the extent attributable to your acts or omissions. Ruba may audit your compliance with this Section up to once per year (or more frequently following a Security Incident) upon reasonable written notice.

15.5. Both parties agree to comply at all times with the Data Processing Addendum. Each party acts as an independent "business" (or equivalent) under applicable U.S. state privacy laws with respect to personal information it independently collects and controls. The parties do not intend to create a processor/service-provider relationship. Each party will honor consumer privacy rights requests it receives for personal information within its own control and will cooperate reasonably with the other party to facilitate compliance.

16. Disclaimers and Limitation of Liability

16.1. To the fullest extent permitted by law, Ruba disclaims all warranties, representations, and conditions — express, implied, or statutory — regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Ruba does not warrant that the Services will be uninterrupted, error-free, or virus-free, or that any information provided through the Services is complete or current. Some jurisdictions do not permit the exclusion of implied warranties, so this disclaimer may not apply to you in full.

16.2. To the fullest extent permitted by law, neither Ruba, its partners, service providers, Affiliates, nor any of their directors, officers, employees, or agents will be liable to you for any indirect, incidental, special, punitive, exemplary, or consequential damages arising out of or relating to this Agreement, whether or not foreseeable and whether claims are based in contract, tort, or otherwise, even if Ruba has been advised of the possibility of such damages.

16.3. Ruba's total aggregate liability to you under or in connection with this Agreement is limited to the aggregate Ruba Fees generated from your Transactions in the six months immediately before the event giving rise to the claim, except for amounts finally awarded by a court or arbitrator for Ruba's fraud or willful misconduct.

16.4. Neither party limits or excludes liability for: (i) fraud or willful misconduct; (ii) death or personal injury caused by negligence; or (iii) any liability that cannot be excluded or limited under applicable law.

17. Insurance

You will maintain, at your own cost, throughout the term of this Agreement and for one year after its termination, insurance coverage appropriate for a business of your type, including commercial general liability, professional liability (errors and omissions), and cyber liability coverage. You will provide Ruba with certificates of insurance upon request.

18. Term and Termination

18.1. Either party may terminate this Agreement for any reason by giving the other party at least 30 days' written notice.

18.2. Either party may terminate this Agreement immediately by written notice if:

(i) the other party commits a material breach of this Agreement that is incapable of remedy, including any breach of the Acceptable Use Policy;

(ii) the other party commits a material breach that is capable of remedy and fails to remedy it within 30 days of receiving written notice of the breach;

(iii) any consent, license, or authorization held by the other party is revoked or modified so that it can no longer perform its obligations or receive its entitlements; or

(iv) the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

18.3. Ruba may terminate this Agreement immediately by written notice to you if:

(i) required to do so by a Payment Processor or Card Network;

(ii) Ruba has reasonable grounds to believe that any representation or warranty in Section 12 was or has become false or inaccurate;

(iii) Ruba reasonably suspects fraudulent or criminal activity, or non-compliance with applicable law or Network Rules;

(iv) one or more of your Products, or your Product portfolio as a whole, has a Chargeback rate that Ruba, in its sole discretion, considers excessive; or

(v) in Ruba's sole discretion, any Product falls outside the Acceptable Use Policy, or you have engaged in inappropriate or unprofessional conduct toward Ruba or a Buyer, including in connection with Transactional or Product Support.

18.4. Termination or expiry of this Agreement does not affect any rights or liabilities that have accrued before the termination date.

19. Rights and Obligations Following Termination or Suspension

19.1. Termination or expiry of this Agreement does not release either party from the obligation to pay all undisputed amounts then or thereafter due.

19.2. Following termination, or following a suspension under Sections 9.3, 8.7, or 11.3(i), Ruba may retain Seller Fees in an amount it reasonably determines is necessary to cover outstanding liabilities under this Agreement and future Chargebacks or refunds, including refunds that may arise from your failure to maintain Product access for the full duration of any active Buyer subscriptions.

19.3. On termination or expiry for any reason:

(i) Ruba will stop providing the Services, disable access to all associated technology (including APIs), and all licenses and permissions granted to you under this Agreement will end; and

(ii) within 30 days of your written request, Ruba will return or destroy all manuals, documentation, Product Information, fee schedules, and your Confidential Information in its possession or control, unless Ruba is required to retain that information to support ongoing Buyer subscriptions or to comply with applicable law.

19.4. Any Seller Fees retained by Ruba will be released no later than the latest of: (i) nine months after termination; (ii) resolution of all known Chargebacks and refund claims; and (iii) expiry of the longest active Buyer subscription as of the termination date — subject to deduction of applicable amounts. Obligations relating to set-off, indemnification, confidentiality, privacy and security, taxes, dispute resolution, and limitations of liability survive termination.

20. General

20.1. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

20.2. Neither party has entered into this Agreement in reliance on any statement or representation not expressly set out in it. No party has any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

20.3. Ruba may assign or transfer this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your consent. You may not assign or transfer this Agreement without Ruba's prior written consent; any purported assignment in breach of this restriction is void.

20.4. Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, utility or telecommunications outages, or failures of third-party hosting providers (a "Force Majeure Event"). The affected party will use commercially reasonable efforts to minimize the impact and resume performance as soon as practicable.

20.5. No delay, act, or omission by either party in exercising any right or remedy under this Agreement will be treated as a waiver of that right or any other right unless expressly agreed in writing.

20.6. The rights and remedies under this Agreement are cumulative and in addition to, not exclusive of, any rights and remedies provided by law.

20.7. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, that provision will be severed, and the rest of the Agreement will remain in full force.

20.8. Each party will comply with all applicable laws, regulations, regulatory policies, and industry codes, and will maintain all authorizations, permits, and approvals needed to perform its obligations.

20.9. You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between you and Ruba, and you have no authority to bind Ruba in any way.

20.10. Notices under this Agreement (other than notices in legal or arbitration proceedings) must be in writing or by email to the address specified in this Agreement or as otherwise notified by a party. Mailed notices are deemed received two Business Days after postage; hand-delivered notices are deemed received upon delivery. Ruba's email address for notices is legal@getruba.com. Your email address is the one listed in your Seller Account.

20.11. By using the Services, you may receive communications from Ruba, including by email or text message. You can manage your communication preferences at any time through your Seller Dashboard.

21. Governing Law and Arbitration

The Federal Arbitration Act governs this Section. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the Services — including any question about its formation, validity, interpretation, enforceability, or arbitrability — will be finally resolved by binding, individual arbitration administered by JAMS under its then-current Streamlined Arbitration Rules. The arbitration will be seated in Delaware. Delaware law (without reference to its conflict-of-laws principles) governs this Agreement. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this arbitration provision, including any class waiver.

Class Action Waiver: All proceedings must be conducted on an individual basis. Neither party may bring or participate in any class action, collective action, or other representative proceeding in any forum.

Notwithstanding the above, either party may seek interim or emergency injunctive or equitable relief from a state or federal court in Delaware to protect Confidential Information or Intellectual Property Rights, or to enforce this arbitration agreement, without waiving the right to arbitrate. The parties consent to personal jurisdiction and venue in Delaware courts for these limited purposes. Either party may also bring an individual claim in a small claims court in Delaware or the state of the defendant's principal place of business, if that court has jurisdiction over the claim.

Either party may opt out of this arbitration agreement by sending written notice to support@getruba.com within 30 days of first accepting this Agreement.