Seller Services Agreement

This Seller Services Agreement (the "Agreement") is between RUBA GLOBAL LLC, a New Jersey limited liability company with its registered office at 99 Green Grove Ave, Keyport, New Jersey 07735 ("Ruba", "we", "us", or "our"), and the person or entity accepting this Agreement ("Seller", "you", or "your").

This Agreement becomes effective when you affirmatively accept it through Ruba's onboarding or account interface (the "Effective Date"). It governs your access to and use of the Seller Dashboard, Ruba Checkout, and Ruba's reseller, payment, subscription, tax, payout, and related services (collectively, the "Services").

Important: Creating an account, receiving an invitation, or completing onboarding does not guarantee approval to sell, process Transactions, or receive payouts. Ruba and its Payment Processors must approve the applicable Seller, Product, country, and payout configuration before the relevant Services become available.

Arbitration notice: Section 21 contains a binding individual arbitration agreement and class-action waiver. You may opt out as described in Section 21.7.

Definitions

In this Agreement:

"Available Balance" means the portion of your Seller Balance that Ruba determines is currently eligible for payout under this Agreement.

"Buyer" means a person who purchases a Product from Ruba through Ruba Checkout.

"Card Network" means a payment card network such as Visa, Mastercard, American Express, or Discover.

"Chargeback" means a payment dispute, reversal, retrieval, or similar process initiated by a Buyer, issuing institution, Card Network, acquirer, or Payment Processor.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

"Fee Schedule" means the generally applicable fees and pass-through costs published at https://getruba.com/resources/pricing, together with any different pricing expressly agreed with you in writing.

"Intellectual Property Rights" means all patent, copyright, trademark, trade-secret, design, database, moral, publicity, and other intellectual-property or proprietary rights, whether registered or unregistered, together with applications, renewals, and extensions of those rights.

"Merchant of Record" means Ruba's role as the seller to the Buyer for a Transaction, including charging the Buyer in Ruba's name and administering the associated payment, transaction documentation, applicable Transaction Taxes, refunds, and Chargebacks under the agreements governing the Transaction.

"Network Rules" means the applicable rules, standards, operating regulations, and requirements of Card Networks, acquirers, and Payment Processors.

"Payment Processor" means a regulated payment, acquiring, payout, banking, fraud, or related financial-service provider used to support the Services.

"Payout Account" means an account established through a Payment Processor for an approved Seller to receive payouts of Available Balance. A Payout Account does not give you access to Ruba's payment-processing account or authorize you to process payments independently through Ruba's Payment Processor.

"Product" means approved software, software-as-a-service, an API, a digital download, a license key, digital content, a subscription, or another digital offering that Ruba has expressly approved for resale, including approved integration, implementation, or support fees that are secondary to that offering. An individual freelancer may sell an approved Product. A Product does not include physical goods, donations, crowdfunding, or an offering whose principal purchased value is consulting, custom design or development, agency work, coaching, managed technical support, or another manually fulfilled human service, or any prohibited or restricted offering, unless Ruba expressly approves it in writing.

"Product Information" means the information a Seller provides about a Product, including its description, functionality, pricing, billing interval, fulfillment method, tax classification, support terms, refund eligibility, cancellation method, legal restrictions, and associated websites or applications.

"Product Support" means fulfillment, delivery, access, maintenance, technical support, warranty service, and other support relating to the Product itself.

"Ruba Checkout" means the checkout interface made available by Ruba through which Buyers may purchase Products using the payment methods actually displayed at checkout.

"Ruba Fee" means the fee Ruba retains for providing the Services, as stated in the Fee Schedule or another written pricing agreement with you.

"Ruba Marks" means Ruba's names, logos, trademarks, service marks, and trade names.

"Reserve" means the portion of your Seller Balance that Ruba designates as temporarily unavailable for payout to address actual or reasonably anticipated liabilities under this Agreement.

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

"Seller Balance" means Ruba's bookkeeping record of Seller Proceeds, adjustments, deductions, Reserves, payouts, and other amounts recorded for your Seller Account.

"Seller Dashboard" means the Ruba interface through which you access and manage your Seller Account.

"Seller Marks" means your names, logos, trademarks, service marks, and trade names and those you are authorized to license to Ruba.

"Seller Proceeds" means the net amount credited to your Seller Balance for a Transaction after deduction of applicable Transaction Taxes, Ruba Fees, refunds, Chargebacks, negative balances, and other amounts chargeable to you under this Agreement.

"Seller Website" means a website or application through which you describe, market, deliver, or support a Product or direct a prospective Buyer to Ruba Checkout.

"Transaction" means a completed sale of a Product by Ruba to a Buyer through Ruba Checkout.

"Transaction Taxes" means sales tax, use tax, value-added tax, goods and services tax, and similar indirect transaction taxes charged on a Transaction. Transaction Taxes do not include income, business, payroll, property, or other direct taxes.

"Transactional Support" means first-tier support concerning Ruba Checkout, payment status, receipts, refunds, cancellations, and Chargebacks.

"Website" means Ruba's website at https://getruba.com.

1. Related Documents

1.1. This Agreement includes the following documents, as applicable to your use of the Services:

• the Acceptable Use Policy ("AUP");
• the Buyer Purchase Terms ("Buyer Terms");
• the Refund, Cancellation, and Dispute Policy ("Refund Policy");
• the Privacy Notice ("Privacy Notice");
• the Fee Schedule; and
• any written order form, pricing agreement, program terms, or other addendum expressly agreed between you and Ruba.

If a separately executed Data Processing Addendum ("DPA") applies to a feature for which Ruba processes personal data solely on your documented instructions, that DPA also forms part of this Agreement for that feature.

2. Eligibility, Authority, and Acceptance

2.1. If you are an individual, you do not need to form a company to apply, but you must be at least 18 years old and legally capable of entering into this Agreement. Individual Sellers remain subject to identity, tax-status, payout-account, and other verification requirements and may be required to provide government-issued identification and supporting records. If you accept for an entity, you represent that you have authority to bind that entity. In that case, "you" and "Seller" refer to the entity.

2.2. You must provide complete, accurate, and current information and must not create or use an account for another person without lawful authority. You must maintain the confidentiality of your account credentials and promptly notify support@getruba.com of suspected unauthorized access.

2.3. Your electronic acceptance has the same effect as a handwritten signature. Ruba may retain records of your acceptance, including the date, time, account, document version, and technical information associated with the acceptance.

2.4. An invitation permits you to apply for the Services; it is not approval. Ruba may approve, conditionally approve, reject, restrict, suspend, or require additional review of any Seller, Product, Seller Website, country, payment method, or payout arrangement.

3. Appointment and Merchant of Record Model

3.1. You appoint Ruba as your non-exclusive authorized reseller of approved Products in the territories where Ruba makes the Services available. You authorize Ruba to market, offer, resell, and contract with Buyers for those Products in Ruba's own name.

3.2. For each Transaction:

• Ruba is the seller and Merchant of Record in relation to the Buyer;
• the Buyer purchases the Product from Ruba under the Buyer Terms;
• you remain the owner, developer, supplier, or authorized licensor of the Product;
• you are responsible for Product fulfillment and Product Support; and
• Ruba is responsible for Ruba Checkout, charging the Buyer, issuing Ruba's transaction documentation, providing Transactional Support, and administering applicable Transaction Taxes, refunds, and Chargebacks as provided in this Agreement.

Transaction documentation may also identify you as the Product's supplier, developer, or licensor and may display your Product name or Seller Marks. That identification does not change Ruba's role as the seller and Merchant of Record for the Transaction.

3.3. You recommend the Product price through the Seller Account. Ruba may reject a proposed price, require changes needed for compliance or risk management, or determine the final amount presented to a Buyer to account for Transaction Taxes, currency, discounts, or legally required adjustments.

3.4. You must not issue an invoice to, demand payment from, or directly refund a Buyer for a Transaction. Refunds and payment adjustments for Transactions must be administered through Ruba.

3.5. This appointment is non-exclusive. You may sell Products through other channels, but you must not route a transaction initiated through Ruba outside Ruba Checkout, misrepresent another checkout as Ruba Checkout, or use Ruba to evade another provider's compliance, risk, or pricing controls.

4. Services and Conditional Availability

4.1. Subject to approval and this Agreement, Ruba may provide:

• a Seller Account and Seller Dashboard;
• Ruba Checkout and supported payment methods;
• one-time, subscription, usage-based, seat-based, or other approved billing functions;
• transaction records, receipts, invoices, and financial reporting;
• integrations for Product fulfillment and Buyer access;
• Transactional Support;
• refund, cancellation, fraud, and Chargeback administration;
• calculation and administration of supported Transaction Taxes; and
• payout functionality through one or more Payment Processors.

4.2. Features may vary by Product, Seller, country, currency, payment method, risk profile, technical configuration, and Payment Processor approval. A feature shown in documentation, test mode, source code, a demonstration, or another user's account is not a commitment that it will be available to you.

4.3. Ruba may use third parties to provide all or part of the Services. Ruba does not guarantee that a particular Payment Processor, payment method, payout route, country, currency, or optional feature will remain available.

4.4. Test or sandbox functionality may behave differently from live Services and must not be used to represent that a live capability has been approved.

5. Fees, Seller Proceeds, and Records

5.1. For each Transaction, Ruba will calculate Seller Proceeds by deducting from the amount paid or payable by the Buyer, as applicable:

• Transaction Taxes;
• the Ruba Fee;
• international-payment, currency-conversion, payout-account, cross-border-transfer, payout, Chargeback, refund, fraud-prevention, and other pass-through costs described in the Fee Schedule;
• amounts refunded or credited to the Buyer;
• Chargebacks, reversals, Network Rules assessments, and associated costs;
• Reserves, negative balances, and amounts you otherwise owe Ruba; and
• withholding or other deductions required by law.

Ruba will credit the resulting Seller Proceeds to your Seller Balance. A credit to your Seller Balance does not mean that the amount is an Available Balance or immediately payable.

5.2. The generally applicable Ruba Fee and pass-through costs are stated in the Fee Schedule. Your Seller Account or a written pricing agreement may show different pricing that applies to you. Except for corrections, taxes, pass-through provider charges, or changes required by law or Network Rules, a material increase to your Ruba Fee will apply only to Transactions occurring at least 30 calendar days after Ruba gives you notice. A correction or change within an exception in the preceding sentence may take effect sooner, but Ruba will give notice where reasonably practicable.

5.3. Fees are exclusive of taxes imposed on the Services or fees you purchase from Ruba. You are responsible for those taxes, other than taxes based on Ruba's net income.

5.4. Unless the Fee Schedule or applicable law states otherwise, processing and Ruba Fees associated with a completed Transaction are not returned when a Transaction is refunded or becomes subject to a Chargeback because Ruba and its providers have already performed the associated processing and commerce services.

5.5. The Seller Dashboard will provide Transaction and Seller Balance information. You must review it and notify Ruba of a suspected error within 60 days after the entry first appears. This period does not limit rights that cannot lawfully be limited.

5.6. Ruba may correct processing, calculation, Seller Balance, currency, or payout errors, including after an amount has been credited or paid. Ruba will provide an explanation of a material correction through the Seller Dashboard or by email where reasonably practicable.

6. Transaction Taxes and Seller Taxes

6.1. Ruba will calculate, collect, report, and remit Transaction Taxes only to the extent Ruba determines it is legally responsible and has activated support for the applicable Product and jurisdiction. Transaction Taxes may be included in or added to the Product price, depending on the jurisdiction and checkout configuration.

6.2. You must provide complete and accurate Product Information, including tax classifications and evidence reasonably requested by Ruba. Ruba may rely on that information. You are responsible for taxes, interest, penalties, and costs resulting from inaccurate, incomplete, misleading, or late Product Information or from your conduct creating an obligation not otherwise attributable to Ruba.

6.3. You remain solely responsible for taxes imposed on your income, Seller Proceeds, business, personnel, property, or activities and for determining your tax residence and filing obligations. Ruba does not provide legal or tax advice to you.

6.4. Ruba or a Payment Processor may request tax forms, tax identification numbers, certifications, beneficial-owner information, or supporting records and may report payments or withhold amounts where required by law. A United States person may be required to provide IRS Form W-9. A non-United States person may be required to provide the applicable IRS Form W-8 series, such as Form W-8BEN for a foreign individual or Form W-8BEN-E for a foreign entity, a foreign tax identification number, or a local equivalent. The form and any reporting or withholding depend on your tax status, the source and character of the payment, and applicable law. Nothing in this Section directs or permits Ruba or a Seller to omit reporting or withholding that applicable law requires, and Ruba may make any required report to the IRS or another tax authority. This Section does not state that every Seller or payment is reportable to the IRS; the applicable requirements depend on the relevant facts and law. You must promptly provide accurate and current documentation. Ruba may restrict or suspend Transactions and payouts until required information is received and verified.

7. Payout Accounts and Payouts

7.1. Payout functionality is available only after Ruba and the applicable Payment Processor approve you and your payout configuration. Country, currency, bank-account, identity, ownership, and other verification requirements apply on an ongoing basis.

7.2. A Payout Account is used to receive payouts of Available Balance. It is not a general-purpose bank account, does not give you the right to process payments, and is not a Stripe or other processor account provided for your independent use. You must not describe it as Ruba giving you access to another business's payment-processing account. A material misrepresentation or misuse of a Payout Account may result in suspension or termination under Section 16 and liability for losses recoverable under this Agreement and applicable law; it does not create an automatic penalty or predetermined damages award.

7.3. You must review and accept the Payment Processor terms and privacy disclosures presented during onboarding. If Stripe, Inc. or an applicable affiliate ("Stripe") provides an applicable payout or financial onboarding service, you must accept the Stripe terms presented for that service. When you provide personal data in connection with a Stripe service, Stripe receives and processes that personal data under its Privacy Policy. You authorize Ruba to establish, administer, restrict, and close a Payout Account and to initiate, manage, reverse, or recover transfers and payouts as this Agreement permits. Payment Processor approval is separate from Ruba's approval and may be withdrawn or restricted by the Payment Processor.

7.4. Payout availability, minimum balances, timing, currency conversion, fees, and destination accounts depend on your country and the applicable Payment Processor configuration. Estimates shown by Ruba are not guarantees. Banks, Payment Processors, compliance reviews, holidays, currency conversion, technical failures, and other circumstances may delay receipt.

7.5. You may request payout of your Available Balance when it satisfies the applicable threshold and interval. Ruba may conduct a first-payout review and additional reviews based on volume, refund or Chargeback activity, Product risk, Seller Account changes, or other risk indicators.

7.6. The Seller Balance is a bookkeeping entry reflecting amounts that may become payable under this Agreement. It is not a deposit, stored value, or interest-bearing account. No interest is payable on a Seller Balance or Reserve unless required by law.

7.7. You are responsible for maintaining accurate payout information. You bear losses caused by inaccurate information you provide, except to the extent caused by Ruba's failure to use reasonable care.

8. Underwriting, Verification, and Ongoing Monitoring

8.1. You must provide information reasonably requested by Ruba or a Payment Processor about you, your entity, owners, controllers, beneficial owners, representatives, finances, Products, Seller Websites, fulfillment, customers, suppliers, tax status, and prior payment-processing history.

8.2. You authorize Ruba and its providers to verify submitted information, conduct identity and business checks, screen applicable restricted-party lists, assess fraud and credit risk where permitted, review public sources and Seller Websites, and monitor Transactions and Seller Account activity. You authorize Ruba to provide an applicable Payment Processor, including Stripe when used, with information about you, your business, your Seller Account, and related Transaction and payout activity as necessary to provide and administer the applicable Services.

8.3. You must promptly notify Ruba of a material change, including a change in ownership, control, legal name, address, bank account, Product, Seller Website, fulfillment model, expected volume, tax status, regulatory status, or prior information supplied during review. You must obtain approval before using the Services for a materially different Product or business model.

8.4. Approval is discretionary and risk-based. Ruba may apply additional conditions, volume limits, Reserves, payout delays, documentation requirements, or enhanced monitoring.

8.5. Ruba applies eligibility and risk policies without unlawful discrimination. Except where immediate action is required by law, a Payment Processor, Network Rules, sanctions requirements, fraud, security, or material financial risk, Ruba will use commercially reasonable efforts to notify you of a material restriction and provide a reasonable opportunity to submit corrective information or request internal review.

8.6. Nothing in Section 8.5 requires Ruba to disclose confidential fraud controls, legally restricted information, a Payment Processor's confidential decision, or information that could enable evasion of compliance or security systems.

9. Products, Seller Websites, and Seller Conduct

9.1. You may use the Services only for Products and Seller Websites expressly approved by Ruba and must comply with the AUP.

9.2. You must ensure that Product Information and each Seller Website are complete, accurate, current, and not misleading. They must clearly explain:

• what the Buyer will receive;
• material functionality, compatibility, and technical requirements;
• the price, currency, billing interval, and whether charges recur;
• fulfillment and access timing;
• Product Support and contact information;
• material restrictions and eligibility requirements;
• refund and cancellation terms; and
• Ruba's role as reseller and Merchant of Record where Ruba requires that disclosure.

9.3. You must not obscure, alter, contradict, frame deceptively, or interfere with Ruba Checkout, the Buyer Terms, payment disclosures, consent controls, or transaction notices.

9.4. You must not submit Transactions that do not represent bona fide sales of approved Products, process your own payment method, provide cash advances, launder transaction volume, use nominees or shell entities, split activity to evade monitoring, or route Transactions for an undisclosed third party.

9.5. You must not use the Services in violation of applicable sanctions, export controls, anti-bribery laws, consumer-protection laws, privacy laws, laws governing Intellectual Property Rights, or Network Rules. You must not make Products available to a person, entity, jurisdiction, end user, or end use prohibited by applicable law.

9.6. Ruba may require changes to Product Information or a Seller Website to ensure accurate disclosures, comply with law or Network Rules, reduce Buyer confusion or disputes, or remain within Ruba's risk tolerance. Ruba may reject or suspend a Product until required changes are completed.

10. Subscriptions, Renewals, and Buyer Communications

10.1. For recurring Products, you must clearly disclose the recurring nature of the charge, billing frequency, price or calculation method, trial or promotional terms, cancellation method, refund eligibility, and material conditions before the Buyer enters checkout. Your disclosures and conduct must comply with the Refund Policy.

10.2. You must maintain Product access through each paid service period unless the Buyer receives an appropriate refund or credit. You must promptly process cancellation and Product-access changes communicated through the Services.

10.3. You must not increase a recurring price or materially reduce a recurring Product without providing the information and advance notice required for Ruba to make legally required disclosures and obtain consent where required. Ruba may reject or delay a change that cannot be implemented compliantly.

10.4. Ruba may send transaction, renewal, payment-failure, tax, cancellation, refund, and legally required notices to Buyers. If Ruba permits you to manage a category of required Buyer communication, you assume responsibility for sending it accurately and on time. Ruba may resume sending that communication if necessary for compliance, risk management, or Buyer protection.

11. Product Support, Refunds, and Chargebacks

11.1. Ruba provides Transactional Support. You remain responsible for Product fulfillment and Product Support.

11.2. You must maintain accessible support contact information and respond to Ruba's request for information or assistance within 48 hours, or sooner where a deadline imposed by law, a Payment Processor, or Network Rules requires it.

11.3. Ruba may cancel a Transaction, issue a full or partial refund or credit, or accept a Chargeback where:

• required by law, the Buyer Terms, the Refund Policy, Network Rules, or a Payment Processor;
• the Buyer is entitled to a refund under the disclosed Product terms;
• the Transaction appears unauthorized, fraudulent, duplicative, erroneous, or likely to become a Chargeback;
• the Product was not delivered, was materially misdescribed, or was materially defective;
• you fail to provide timely Product Support or information needed to resolve the matter; or
• Ruba reasonably determines that doing so protects Buyers, reduces loss, or is appropriate under the circumstances.

11.4. You authorize Ruba to debit refunds, credits, Chargebacks, reversals, and associated provider costs from your Seller Balance, Reserve, future Seller Proceeds, or payment method where permitted. You remain liable if those sources are insufficient.

11.5. You must provide evidence requested to investigate or contest a Chargeback. Ruba controls whether and how a Chargeback is contested, taking into account the evidence, amount, applicable deadlines, cost, Network Rules, and likelihood of success. Ruba does not guarantee a successful outcome.

11.6. Ruba may use Chargeback-prevention or early-warning services and charge you the associated pass-through cost disclosed in the Fee Schedule or Seller Account. Ruba will not charge an additional administrative amount unless it has been disclosed to you before it applies or represents a provider cost incurred in connection with your activity.

12. Reserves, Setoff, and Negative Balances

12.1. Ruba may establish, increase, or maintain a Reserve; delay the designation of Seller Proceeds as Available Balance; reduce payout frequency; impose a rolling hold; require prefunding; or suspend payouts where reasonably necessary to address anticipated refunds, Chargebacks, fines, taxes, fraud, Product non-delivery, active subscriptions, regulatory inquiries, Seller Account changes, or other financial or compliance risk.

12.2. In determining a Reserve or hold, Ruba may consider Transaction history, delivery periods, subscription duration, Buyer complaints, refund and Chargeback rates, Product risk, business age, financial condition, information from Payment Processors, and reasonably anticipated liabilities.

12.3. Ruba may set off amounts you owe under this Agreement against your Seller Balance, Reserve, Seller Proceeds, or other amounts Ruba owes you. Ruba may also reverse a transfer or recover a negative balance through a Payment Processor or an authorized payment method, to the extent permitted by law and Network Rules.

12.4. You must pay a negative balance promptly upon demand. Ruba may suspend the Services and use lawful collection methods if you do not pay it.

12.5. Ruba will review each Reserve periodically and release amounts when Ruba reasonably determines that the related risk has ended. A Reserve may remain in place after suspension or termination for the period reasonably necessary to cover active subscriptions, applicable Chargeback and refund windows, legal holds, and known or reasonably anticipated liabilities.

12.6. Where legally permitted and where doing so would not compromise a fraud, security, legal, or Payment Processor review, Ruba will provide notice of a material Reserve or payout restriction and a general explanation.

13. Intellectual Property and Licenses

13.1. As between the parties, you and your licensors retain ownership of the Product, Product Information, Seller Marks, and associated Intellectual Property Rights. Ruba and its licensors retain ownership of the Services, Ruba Checkout, Ruba Marks, documentation, and associated Intellectual Property Rights.

13.2. You grant Ruba a worldwide, non-exclusive, royalty-free license during the term, and for a reasonable wind-down period, solely to:

• reproduce, display, market, promote, offer, and resell the Product using the Product Information and Seller Marks you provide;
• host, transmit, or deliver the Product, access instructions, license keys, or related materials where the applicable fulfillment method requires Ruba to do so;
• display the Product Information and Seller Marks in Ruba Checkout, Transaction documentation, the Seller Dashboard, and Buyer-support communications;
• access and use a copy, test account, or other Product access you provide only as reasonably necessary to verify the Product and its fulfillment or integration, provide Transactional Support, investigate a Buyer complaint or security, fraud, or compliance concern, or comply with law; and
• complete existing Transactions, subscriptions, Buyer support, recordkeeping, refunds, Chargebacks, and other obligations that continue during wind-down.

Ruba will not modify the Product, create derivative works of the Product, reverse engineer or attempt to derive its source code, or publish Product benchmark results without your prior written consent, except to the extent applicable law does not permit that restriction. Ruba may adapt the format or dimensions of Product Information and Seller Marks without materially altering their meaning where reasonably necessary to display them through the Services.

13.3. Ruba may sublicense the rights in Section 13.2 to service providers and contractors solely as needed to perform those purposes. Ruba will not identify you as a customer in general promotional materials without your consent, but may identify you and the Product where necessary to operate Ruba Checkout, provide Transactional Support, document a Transaction, or comply with law.

13.4. Ruba grants you a limited, revocable, non-exclusive, non-transferable license during the term to access the Services and use Ruba-provided integration materials and Ruba Marks solely as authorized by Ruba.

13.5. Source code or other material that Ruba expressly distributes under an open-source license remains governed by that license, and this Agreement does not take away rights that the license expressly grants. An open-source license for distributed code does not grant access to Ruba's hosted deployment, production infrastructure, non-public systems, credentials, Buyer or Seller data, Confidential Information, Ruba Marks, or any material that Ruba has not distributed under that license. Access to and use of those items remains governed by this Agreement and applicable law.

13.6. You represent that you have all rights necessary for Ruba to exercise the licenses in this Section and to resell and deliver the Product to Buyers. You must promptly notify Ruba of an actual or threatened claim involving the Product or Product Information.

14. Privacy and Data Security

14.1. Ruba acts as an independent controller or business for personal data it processes to establish and administer Seller Accounts, operate Ruba Checkout as reseller and Merchant of Record, determine and administer payments and Transaction Taxes, prevent fraud, comply with law, manage refunds and Chargebacks, maintain records, and provide Transactional Support.

14.2. You act as an independent controller or business for personal data you process to fulfill and support Products, operate your business and Seller Websites, communicate with Buyers outside Ruba's instructions, and meet your independent legal obligations.

14.3. Ruba acts as your processor or service provider only where Ruba processes personal data solely on your documented instructions for a separately identified feature. Any such processing is governed by the applicable DPA.

14.4. Each party is independently responsible for providing required privacy notices, identifying a lawful basis, responding to legally valid rights requests for data within its control, maintaining appropriate security, and complying with applicable privacy and data-protection laws.

14.5. You may use Buyer personal data received through the Services only to fulfill and support the Product, comply with law, and for other purposes clearly disclosed to the Buyer and lawfully permitted. You must not sell Buyer data, use it for unrelated profiling, or send marketing communications without the notices and consent required by law.

14.6. You must collect no more personal data through Product or checkout fields than reasonably necessary. You must not request government identifiers, financial credentials, health information, precise location, information about children, or other sensitive personal data through Ruba unless Ruba has expressly approved the collection and appropriate safeguards are in place.

14.7. You must maintain safeguards appropriate to the nature of the data and risk. You must notify Ruba without undue delay after discovering an actual or reasonably suspected security incident affecting Buyer, Transaction, or Ruba data and provide information and cooperation reasonably required for investigation, mitigation, notification, and compliance.

15. Confidentiality

15.1. The receiving party may use Confidential Information only to perform or exercise rights under this Agreement and must protect it using at least reasonable care.

15.2. Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes public without breach of this Agreement;
• was lawfully known without restriction before disclosure;
• is received lawfully from a third party without confidentiality obligations; or
• is independently developed without use of the disclosing party's Confidential Information.

15.3. The receiving party may disclose Confidential Information to personnel, professional advisors, contractors, and service providers who need it for purposes of this Agreement and are subject to appropriate confidentiality obligations.

15.4. A party may disclose Confidential Information where required by law or valid legal process. Where legally permitted, it will provide reasonable prior notice and assistance so the other party may seek protective treatment.

15.5. For Confidential Information other than trade secrets, these contractual obligations continue for five years after the information is disclosed. Five years is the period agreed by the parties; it is not a statement that applicable law requires the same period in every case. A trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

16. Suspension, Termination, and Offboarding

16.1. Either party may terminate this Agreement for convenience on 30 days' written notice.

16.2. Ruba may immediately reject, restrict, suspend, or terminate a Seller Account, Product, Transaction, payment method, or payout where:

• required or requested by law, a court, regulator, Payment Processor, or Card Network;
• you breach this Agreement or the AUP;
• information you provide is false, incomplete, misleading, or cannot be verified;
• Ruba reasonably suspects fraud, sanctions exposure, unlawful activity, security risk, transaction laundering, infringement, or evasion of risk controls;
• activity creates or may create excessive refunds, Chargebacks, complaints, losses, or reputational harm;
• you fail to provide requested information or maintain required Product access or Product Support;
• you cease a material part of your business, become unable to pay debts when due, make an assignment for the benefit of creditors, enter insolvency, bankruptcy, receivership, liquidation, or a similar proceeding, or become subject to an analogous event in any jurisdiction, to the extent termination or suspension on that basis is permitted by law;
• a Product or business model is outside Ruba's risk tolerance; or
• continued provision of the Services is no longer legally, commercially, or technically practicable.

16.3. Where the issue is capable of remedy and immediate action is not required, Ruba may provide notice and a reasonable opportunity to cure or request internal review. Ruba does not guarantee reinstatement.

16.4. Upon termination or suspension:

• you must stop presenting Ruba Checkout and Ruba trademarks except as Ruba authorizes for wind-down;
• Ruba may stop accepting new Transactions and disable access to some or all Services;
• each party remains responsible for obligations relating to existing Transactions and subscriptions;
• you must continue providing paid Product access and Product Support unless Ruba directs an alternative Buyer-protection plan;
• Ruba may notify Buyers where reasonably necessary;
• Ruba may retain and apply a Reserve under Section 12; and
• outstanding fees, refunds, Chargebacks, negative balances, indemnities, and other accrued obligations remain payable.

16.5. Ruba may preserve records after termination where reasonably necessary for tax, accounting, fraud prevention, dispute resolution, contract enforcement, legal compliance, or protection of legal rights. Other deletion and return obligations are governed by applicable privacy law and any applicable DPA.

17. Seller Representations and Warranties

17.1. You represent and warrant on the Effective Date and throughout the term that:

• you satisfy Section 2 and have authority to enter into this Agreement;
• all information provided to Ruba and its providers is accurate, complete, current, and not misleading;
• you own the Product or have all rights necessary to authorize its resale, delivery, and use;
• the Product and Product Information comply with the AUP, applicable law, Network Rules, and contractual commitments to Buyers;
• the Product will materially conform to its description and you will provide timely fulfillment and Product Support;
• you will not use the Services for fraud, deception, infringement, unlawful discrimination, or another person's undisclosed activity;
• you have disclosed any prior Payment Processor termination, material regulatory action, or payment-related restriction reasonably relevant to Ruba's risk assessment;
• you will comply with applicable sanctions, export-control, anti-bribery, consumer-protection, privacy, tax, and laws governing Intellectual Property Rights; and
• your use of the Services will not breach another agreement binding on you.

17.2. You must promptly notify Ruba if a representation or warranty becomes inaccurate.

18. Indemnification

18.1. You must indemnify, defend, and hold harmless Ruba and its members, managers, officers, employees, contractors, and agents from third-party claims, investigations, proceedings, liabilities, fines, penalties, damages, judgments, settlements, and reasonable professional fees and costs arising from or relating to:

• the Product, Product Information, Product Support, fulfillment, Seller Marks, Seller Websites, or your communications with a Buyer;
• your breach of this Agreement, the AUP, a representation, warranty, or applicable law;
• actual or alleged infringement, misappropriation, or violation of Intellectual Property Rights by the Product or materials you provide;
• fraud, deception, prohibited activity, transaction laundering, or unauthorized activity attributable to you or your account;
• inaccurate tax classification or other information you provide;
• your privacy, data-security, marketing, employment, or regulatory obligations; or
• a refund, Chargeback, regulatory claim, or Buyer dispute caused by your Product, conduct, non-delivery, misdescription, or failure to provide support.

18.2. Ruba will provide reasonably prompt notice of an indemnified claim and reasonable cooperation at your expense. You may control the defense with counsel reasonably acceptable to Ruba. You may not settle a claim in a manner that admits wrongdoing by Ruba, imposes an obligation on Ruba, restricts Ruba's operations, or fails to release Ruba fully without Ruba's prior written consent.

18.3. Failure to provide prompt notice relieves you of an obligation only to the extent you are materially prejudiced by the delay. Ruba may participate in the defense at its own expense.

19. Disclaimers and Limitation of Liability

19.1. To the maximum extent permitted by law, the Services are provided "as is" and "as available." Ruba disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

19.2. Ruba does not warrant uninterrupted or error-free operation, approval by a Payment Processor, availability in a country or currency, approval of a Seller or Product, any minimum sales volume, successful collection, prevention of fraud or Chargebacks, or a particular payout date or exchange rate.

19.3. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, business opportunities, goodwill, or data, arising from this Agreement, even if advised that such damages were possible. This exclusion generally concerns losses that result from secondary effects of an alleged breach rather than the immediate loss caused by it. It does not exclude proven direct damages merely because a claim arises under this Agreement. For clarity, it does not prevent Ruba from recovering amounts that you are expressly required to pay or reimburse under this Agreement, including Ruba Fees and other authorized charges, refunds, Chargebacks, negative balances, and amounts recoverable under your indemnification obligations. Whether another claimed loss is direct or indirect depends on the facts and applicable law. Any recoverable direct damages remain subject to Section 19.4 and the other terms of this Agreement, except for the obligations and liabilities identified in Section 19.5.

19.4. To the maximum extent permitted by law, Ruba's total aggregate liability arising from this Agreement will not exceed the Ruba Fees retained from your Transactions during the six months preceding the event giving rise to the claim. This is one combined cap for all claims arising from the same or related events, not a separate cap for each legal theory or claim. For example, if Ruba retained USD $800 in Ruba Fees during that period, the cap would be USD $800; if Ruba retained no Ruba Fees during that period, the cap would be USD $0. The exclusions in Section 19.5 continue to apply.

19.5. Sections 19.3 and 19.4 do not limit liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or liability that cannot lawfully be limited. They do not limit your payment, refund, Chargeback, negative-balance, indemnification, confidentiality, or Intellectual Property Rights obligations.

20. Changes and General Terms

20.1. Ruba may update this Agreement. Ruba will update the "Last updated" date and provide reasonable advance notice of a material change by email, through the Services, or on the Website. A change may take effect sooner where required by law, Network Rules, a Payment Processor, security, fraud prevention, or an urgent operational need.

20.2. Changes apply prospectively from their stated effective date. If you do not agree, you must stop using the affected Services and may terminate this Agreement. Continued use after the effective date constitutes acceptance where permitted by law. Ruba may require affirmative acceptance of a material change.

20.3. This Agreement and the documents identified in Section 1 are the entire agreement concerning the Services and supersede prior discussions and representations on that subject. If an expressly agreed written order form conflicts with this Agreement, the order form controls only for the specific commercial term it addresses. This Agreement controls over general website or marketing content.

20.4. You and Ruba are independent contractors. Nothing creates an employment, fiduciary, franchise, partnership, joint-venture, or agency relationship between you and Ruba. You have no authority to bind Ruba. Ruba's appointment as reseller under Section 3 does not make either party the general agent of the other.

20.5. You may not assign this Agreement without Ruba's prior written consent. Ruba may assign it to an affiliate, successor, or acquirer of all or substantially all of the relevant business or assets. Any other attempted assignment is void.

20.6. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, governmental action, telecommunications or utility failures, labor disputes, cyberattacks, and failures of financial or infrastructure providers. The affected party must use commercially reasonable efforts to limit the effect and resume performance. Such an event may delay the timing of a payout or other performance while the impediment continues, but it does not extinguish obligations accrued for completed Transactions. Subject to Reserves, set-off, and the other terms of this Agreement, Ruba must account for and pay an Available Balance and administer supported Transaction Taxes for which Ruba is responsible after the impediment ends. You remain subject to authorized Ruba Fee and Transaction Tax deductions and responsible for refunds, Chargebacks, negative balances, indemnification amounts, and other amounts you owe for completed Transactions.

20.7. A waiver must be in writing and authorized by the party giving it. It may be a private, case-specific notice or agreement and does not need to be added to this public Agreement. It applies only to the particular obligation, breach, event, and period identified in the writing; a delay, silence, or one-time waiver does not waive the same or another right in the future. Rights and remedies are cumulative. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed without affecting the remainder.

20.8. No Buyer, Payment Processor, or other person is a third-party beneficiary of this Agreement unless this Agreement expressly states otherwise.

20.9. Termination stops the parties' authority to enter new Transactions under this Agreement but does not erase rights or obligations arising before termination. The following provisions survive to the extent and for the period reasonably necessary to fulfill their purpose or any period expressly stated in this Agreement or required by law: accounting for and paying accrued amounts; Transaction Taxes; refunds and Chargebacks for prior Transactions; Reserves and negative balances; licenses needed to support or wind down prior Transactions; ownership of Intellectual Property Rights; privacy, data security, confidentiality, and records; indemnification for covered claims; limitations of liability; and dispute-resolution and general provisions needed to interpret or enforce this Agreement.

20.10. Legal notices to Ruba must be sent to legal@getruba.com. Ruba may send notices to the email address or account notification channel associated with your Seller Account. Email notice is effective when sent, except where applicable law requires another method. Notices relating to formal legal proceedings must also comply with applicable procedural law.

20.11. The parties may execute and accept this Agreement electronically and in counterparts. Electronic records and signatures are admissible to the same extent as other business records and signatures, subject to applicable law.

21. Governing Law and Dispute Resolution

21.1. Before filing a claim, a party must send written notice describing the dispute and requested relief to the other party. The parties will attempt in good faith to resolve the dispute for 30 days. This requirement does not prevent a party from seeking urgent injunctive relief or filing in time to preserve a limitation period.

21.2. This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of Sections 21.3 through 21.7.

21.3. Except for matters described in Section 21.6, any dispute arising out of or relating to this Agreement or the Services, including its formation, interpretation, enforceability, or termination, will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect.

21.4. The arbitration will be conducted in English by one neutral arbitrator, not an employee or representative of either party. The parties may agree on the arbitrator; if they do not, JAMS will provide and appoint candidates under its applicable selection rules, which allow each party to participate in ranking or striking candidates. Unless the parties agree otherwise, the legal seat will be Monmouth County, New Jersey, and the hearing may be conducted remotely. The arbitrator may award any individual remedy available in court and must issue a reasoned written decision. Fees will be allocated under the applicable JAMS rules and law.

21.5. Class-action waiver: To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff, claimant, or class member in a class, collective, consolidated, coordinated, mass, private-attorney-general, or representative proceeding. If this waiver is finally determined unenforceable for a particular claim or remedy, that claim or remedy will be decided by a court after all arbitrable claims are resolved.

21.6. Either party may bring an eligible individual claim in small-claims court. Either party may seek temporary or preliminary injunctive relief in a state or federal court located in New Jersey to prevent actual or threatened misuse of Confidential Information, infringement of Intellectual Property Rights, unauthorized access, fraud, or security harm. The state and federal courts located in New Jersey have exclusive jurisdiction over claims not subject to arbitration, and each party consents to their jurisdiction.

21.7. You may opt out of Sections 21.3 through 21.5 by emailing legal@getruba.com within 30 days after you first accept this Agreement. Your notice must identify you and your Seller Account and clearly state that you opt out of arbitration. Opting out does not affect the remaining provisions of this Agreement.

Contact

RUBA GLOBAL LLC
99 Green Grove Ave
Keyport, New Jersey 07735
Legal notices and Agreement questions: legal@getruba.com
Seller Account and Services support: support@getruba.com