Recharge Agency Partner Terms

Last updated on October 29, 2025

This Agreement (“Agreement”) is between Recharge Inc., a Delaware corporation at 1507 20th St., Santa Monica, CA 90404 (“Recharge”), and the person or entity registering for the Recharge Agency Partner Program (“Partner” or “You”). Each is a “Party,” together the “Parties.”

Authority. By entering this Agreement on behalf of an entity, you confirm you have authority to bind that entity.

Acceptance. Registering, participating, accessing, or using Recharge marketing materials or marks, or clicking “I Agree,” confirms you have read and accepted this Agreement and the Recharge API Agreement in full. If you do not agree, you must not participate or use any Recharge materials and must cease related activities immediately.

Arbitration Notice. All disputes will be resolved by confidential, binding, individual arbitration. (See Dispute Resolution and Arbitration below.)

Definitions
1. Affiliate: An entity controlling, controlled by, or under common control with another entity.
2. Agency Partner Program: Recharge’s program through which partners may (a) refer potential merchant customers for Recharge Services, (b) collaborate with Recharge on co-selling opportunities, and (c) participate in merchant management activities, including but not limited to identifying upsell or cross-sell opportunities and assisting merchants with the implementation and optimization of Recharge products and features. Details and updates regarding program participation, benefits, and requirements are outlined in the Recharge Agency Partner Program Guide.
3. Feedback: Any comments, suggestions, or ideas from Partner or representatives regarding Recharge Services or the Program.
4. Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, know-how, and similar rights worldwide, registered or not.
5. Qualified Merchant: A merchant referred by Partner who installs and activates Recharge Services after Partner’s referral is accepted.
6. Recharge IP: Recharge Services, Marketing Materials, Marks, and all related intellectual property, including future developments and derivatives.
7. Recharge Services: Recharge’s products and services for commerce optimization, including order, subscription, payment, billing, and loyalty solutions, including future additions.
Agency Partner Program
1. Registration. To join, you must accept this Agreement, complete all required forms, and submit requested materials (“Registration Materials”). Recharge will review and notify you by email within 30 days if accepted. If no notice is received within 30 days, your application is rejected. Acceptance is at Recharge’s sole discretion. You may enroll in either the Recharge Ambassador Program or the Recharge Agency Partner Program, but not both. If you are inadvertently accepted into both, Recharge reserves the right to determine which program you remain in.
2. Referral Right. Upon acceptance (confirmed by email), you receive a non-exclusive right to solicit and refer potential merchants for Recharge Services under this Agreement. You may not bind Recharge to agreements or obligations except as allowed here. If not accepted or if you do not agree to this Agreement, you have no Program benefits or referral rights.
3. Partner Manager. Each Party will appoint a single point of contact (“Partner Manager”) to manage the relationship. Changes require written notice. Partner Managers will meet as needed; unresolved disputes may escalate to senior executives.
4. Expenses. You bear all costs related to complying with this Agreement and Program participation, including marketing.
5. Marketing. You agree to use best efforts to market in ways that strengthen Recharge’s reputation and Services, as determined by Recharge.
6. Non-Exclusivity. Recharge may market directly or engage other third parties for marketing or referrals.
7. Policies. Recharge may issue or update Program guidelines, policies, or rules (“Policies”) that supplement or modify this Agreement. Policies will be communicated or posted and must be reviewed regularly. Continued participation means you accept and agree to comply with all Policies, which are incorporated herein.
Referral Process
1. Referral by Partner. To refer a prospective merchant, submit their details to Recharge’s Partner Manager or complete the referral intake form. You agree to provide all requested information and complete any necessary forms.
2. Review by Recharge. Recharge may accept or reject referrals at its sole discretion, including if the referral is unqualified, already engaged with Recharge, or an existing merchant. Recharge will review your intake form and promptly update your referral status in the intake form portal to “qualified”(accepted) or “not qualified” (rejected). Accepted referrals may become Qualified Merchants.
3. Merchant Contracts. Recharge is not obligated to accept or contract with any merchant. All Merchant Contracts are solely between Recharge and the Qualified Merchant. You have no rights to review, negotiate, or influence any Merchant Contract terms, which are solely determined by Recharge.
Partner Responsibilities and Restrictions
1. Referrals. You will use commercially reasonable efforts to refer potential merchants for Recharge Services, complying with the Marketing Plan, Policies, lead generation rules, and other Recharge requirements. Your sales reps and agents must be knowledgeable about Recharge Services, the Marketing Plan, and applicable Policies.
2. Assistance. You agree to reasonably assist Recharge in closing sales with accepted referrals, including attending meetings, providing referral background, and helping prepare sales materials.
3. Website. You will clearly identify as a Recharge Partner on your website, including current descriptions of Recharge Services provided by Recharge.
4. Competitive Services. If referring merchants to competitors, you will use best efforts to also refer them to Recharge and provide requested support and feedback.
5. Prospect Information. You warrant that you have all rights and approvals to share prospective merchant data (“Prospect Information”) with Recharge and will only share such information legally and with necessary consents. You will not disclose third-party confidential info without prior notice and Recharge’s written consent. Recharge may use Prospect Information as permitted under this Agreement.
6. Representations & Warranties. You represent and warrant that you will:
  (a) not make false or misleading statements about Recharge or your relationship;
  (b) not engage in deceptive, illegal, or unethical conduct;
  (c) comply with all applicable laws; and
  (d) act in a manner favorable to Recharge and the Program consistent with this Agreement and Policies.
7. Restrictions. You will not:
  (a) engage in competing business activities involving products or services like Recharge’s; or
  (b) use Recharge’s confidential info, customer lists, or merchant data to market competing products or services to Recharge merchants.
Marketing; Trademarks; Recharge IP
1. Marketing Plan. You must comply with the Marketing Plan (Exhibit B), lead generation requirements, Policies, and referral rules. Recharge may update the Marketing Plan with 10 business days’ written notice.
2. Marketing Materials. Recharge may provide marketing and technical materials (“Marketing Materials”) for your use solely to promote Recharge Services. You receive a non-exclusive, non-transferable, royalty-free license for this purpose.
3. Marketing Material Restrictions. You may not:
  1. sell, lease, license, copy, sublicense, decompile, disassemble, modify, reverse engineer, or create derivatives of Marketing Materials;
  2. allow others to use or view them without prior written consent; or
  3. remove or alter copyright, trademark, or logo notices.
4. Recharge owns all rights and goodwill in Marketing Materials and Recharge IP. You may mention Recharge as the supplier in your own marketing only with prior written approval.
5. Recharge Marks. Use of Recharge trademarks, trade names, or logos (“Recharge Marks”) requires written permission. You must follow usage guidelines and not challenge or assist in challenging Recharge Marks or registrations. Goodwill in Recharge Marks belongs to Recharge. Upon termination, you must stop all use. Recharge may require you to cease use at any time. No ownership rights are granted beyond limited use here.
6. Recharge IP and Feedback. All Recharge IP and any Feedback you provide belong solely to Recharge or its licensors and are confidential. You assign all rights in Feedback to Recharge, including intellectual property rights. If you retain any ownership in Feedback, you grant Recharge a perpetual, worldwide, royalty-free license to use and commercialize it without restriction.
Compensation and Payment
1. Compensation. Your sole compensation, subject to acceptance and compliance with this Agreement, consists of:
  1. Commissions as defined in Exhibit A; and/or
  2. Limited-Time Marketing Campaign Rewards (collectively, “Compensation”).
2. Recharge may change commission rates with 30 days’ written notice, effective only for referrals registered 30 days after notice. Recharge’s fee determinations are final.
3. Commission Payment. Commissions are paid if you:
  1. complete Partner account setup;
  2. maintain a valid payment method; and
  3. submit required tax documents.
4. Limited-Time Campaigns. Recharge may offer limited-time campaigns with special fees or rewards (e.g., swag, event tickets), announced via program page or invitation. Terms will be provided and acceptance is required. Disputes are subject to Recharge’s final decision.
5. Forfeiture. Failure to meet the Commission Payment section requirements within 90 days after a successful referral forfeits commissions for that Qualified Merchant. Recharge has no obligation to pay commissions for forfeited transactions. Commissions may be earned on other Merchant Contracts.
6. Taxes. Fees exclude applicable sales or VAT unless stated. Each Party is responsible for determining, collecting, reporting, and remitting taxes on its products, services, or payments.
Term; Termination
1. Term. This Agreement starts on the Effective Date and lasts one year (“Initial Term”), automatically renewing for one-year terms (“Renewal Terms”) unless either Party gives written non-renewal notice at least 30 days before term end.
2. Termination
  1. For Convenience: Either Party may terminate anytime for any reason with 30 days’ written notice. Recharge may also modify or cancel this Agreement, including fees, with reasonable notice via email, Slack, or program page.
  2. For Cause: Either Party may terminate with 10 days’ written notice if the other materially breaches and fails to cure. Material breaches include violations of Marketing, Trademarks, Recharge IP, Compensation and Payment, Disclaimer of Warranties, and Limitation of Liability sections. Termination is also allowed if a Party ceases operations, becomes insolvent or bankrupt, or is placed under trustee or similar control.
  3. Effects of Termination. Except as required by law, neither Party owes costs or damages (including lost profits) related to termination. Obligations incurred before termination survive. Upon termination, you must immediately cease all marketing, referral activities, use of Marketing Materials and Recharge Marks, remove Recharge references from your website, and destroy or return materials as directed. Both Parties must return or destroy each other’s Confidential Information and certify compliance if requested.
  4. Recharge will pay commissions only for referrals accepted before termination’s effective date.
3. The following sections survive termination or expiration: Responsibility for own expenses, Non-Exclusivity, Policies, Website, Marketing Material Restrictions, Recharge Marks Restrictions, Recharge IP, Termination, Disclaimer of Warranties, Partner Indemnity, Recharge Limitation of Liability, Confidentiality, Organizational Use, and General.
Disclaimer of Warranties, Indemnity, Limitation of Liability
1. DISCLAIMER OF WARRANTIES. RECHARGE MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR TITLE, REGARDING RECHARGE SERVICES OR THE PROGRAM. RECHARGE DOES NOT GUARANTEE UNINTERRUPTED OR SECURE SERVICES AND DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT ALLOWED BY LAW. YOU MAY NOT MAKE WARRANTIES ON RECHARGE’S BEHALF. PARTICIPATION IS AT YOUR OWN RISK. RECHARGE IS NOT LIABLE FOR DAMAGES FROM YOUR USE OF MARKETING MATERIALS OR DEALINGS WITH MERCHANTS.
2. PARTNER INDEMNITY. YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS RECHARGE AND ITS AFFILIATES FROM CLAIMS, DAMAGES, LIABILITIES, LOSSES, OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM:
  (A) YOUR BREACH OF THIS AGREEMENT OR POLICIES;
  (B) YOUR NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR LEGAL VIOLATIONS; AND
  (C) YOUR DISPUTES WITH PROSPECTIVE OR QUALIFIED MERCHANTS.
  RECHARGE WILL NOTIFY YOU PROMPTLY OF CLAIMS. YOU CONTROL DEFENSE AND SETTLEMENT BUT NEED RECHARGE’S WRITTEN CONSENT TO SETTLE A CLAIM WHEN RECHARGE IS ADMITTING LIABILITY. RECHARGE WILL ASSIST WITH THE DEFENSE AT YOUR EXPENSE.
3. RECHARGE LIMITATION OF LIABILITY. RECHARGE IS NOT LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF WARNED OF THE POSSIBILITY. RECHARGE’S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT AS OF THE JUDGMENT DATE.
4. CLAIMS TIMING. CLAIMS RELATED TO THIS AGREEMENT OR PARTICIPATION MUST BE BROUGHT WITHIN ONE (1) YEAR OF ACCRUAL OR ARE BARRED.
5. THESE RISK ALLOCATION, DISCLAIMER, AND LIMITATION PROVISIONS FORM THE BASIS OF THE BARGAIN, ARE SEVERABLE, INDEPENDENT, AND APPLY EVEN IF WARRANTIES FAIL THEIR ESSENTIAL PURPOSE.
Confidentiality
1. “Confidential Information” means all information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) under this Agreement. The Receiving Party must not disclose it to third parties without written consent during the term and for two (2) years after.
2. Exceptions apply if the information:
  1. becomes public without fault;
  2. was lawfully known before disclosure;
  3. was received lawfully from a third party free to disclose; or
  4. is required by law or court order to be disclosed, provided the Receiving Party promptly notifies the Disclosing Party, limits disclosure to what’s required, and seeks confidential treatment.
3. The Receiving Party must prove any exception applies.
4. Upon request or termination, the Receiving Party will return or destroy all Confidential Information not legally permitted for continued use and certify compliance unless prohibited by law.
5. Use and Protection. Confidential Information may only be used to fulfill this Agreement. The Receiving Party must protect it with reasonable care (at least as careful as its own similar information). Copying requires prior written consent. Unauthorized use or disclosure must be reported immediately.
6. Third-Party Information. Confidential Information includes third-party information (e.g., Qualified Merchants) unless it is clear that such information is non-confidential. Sharing with subcontractors, advisors, and Affiliates is allowed only on a need-to-know basis and if they are bound by similar confidentiality obligations.
7. Trade secrets remain confidential as long as they qualify as such. Prospect Information is confidential only if Partner complies with the Prospect Information section and Recharge consents to receive it.
General
1. Organizational Use. Only individuals authorized to bind Partner and who agree to this Agreement may accept it, register for the Program, or use Recharge marketing materials.
2. Effective Date; Modifications; Binding Effect. This Agreement is effective when Partner clicks “I Agree” or first uses Recharge marketing materials (“Effective Date”). Recharge may modify this Agreement or Policies anytime without prior notice; changes become effective upon posting or communication. Continued use or participation means acceptance of updates.
3. Governing Law; Venue. Governed by California law. All disputes resolved in Santa Monica, CA, per the Dispute Resolution section.
4. Dispute Resolution and Arbitration. All disputes are resolved by confidential, binding arbitration in English in Santa Monica, administered by AAA under Commercial Arbitration Rules, before one arbitrator. Decisions are final and may be entered in court. Arbitration details remain confidential except as required or to enforce/challenge awards. Prevailing party recovers arbitration costs and attorneys’ fees. Either Party may seek injunctive relief from court without waiving arbitration rights.
5. Assignment. Partner may not assign or transfer rights or obligations; any attempt is void. Recharge may assign freely.
6. Enforceability; Severability. Invalid parts are interpreted to reflect Parties’ intent; remainder stays effective.
7. No Waiver. Recharge’s failure to enforce any right is not a waiver.
8. Intended Beneficiaries. This Agreement benefits only Recharge and Partner; no third-party rights.
9. Entire Agreement. This Agreement and Policies fully govern the relationship, superseding prior agreements. Amendments require written, signed consent.
10. Independent Contractors. Parties are independent contractors; no agency or employment relationship is created. Neither may bind the other without express authorization. Each is responsible for its own expenses.
11. Modification. We reserve the right to update or modify this Agreement at any time, in our sole discretion. You are responsible for reviewing it periodically for updates. All revisions take effect immediately upon posting, except that for existing users, material changes become effective on the earlier of (a) your acceptance of the updated Agreement or (b) 30 days after posting or notice, unless stated otherwise. If a change materially affects your rights or obligations (as we determine in our discretion), we may require your explicit acceptance of the revised Agreement to continue using the Agency Partner Program. Your continued access to or use of the Agency Partner Program after notice or posting of an updated Agreement constitutes your acceptance of those changes. If you do not agree to the modified Agreement, you must discontinue all use of the Agency Partner Program. Except as permitted in this Section, this Agreement may be amended only through a written agreement signed by authorized representatives of both you and Recharge.
12. Notices. Partner consents to electronic signatures and communications from Recharge. Notices by email or posting are effective when sent or posted. Consent may be revoked by terminating the Agreement.
13. Questions or notices to Recharge must be in writing and sent by email to [email protected] or by mail to 1507 20th St., Santa Monica, CA 90404. Legal notices require courier or certified mail to Recharge Legal Dept. at the same address, with an email copy (not formal notice) to [email protected]. Notices are deemed received when Recharge actually receives them.

Exhibit A – COMMISSION

Commission Amount

Subject to Partner fulfilling all obligations under this Agreement, Partner will receive a Commission equal to 10% of the Qualified Merchant Revenue.

“Qualified Merchant Revenue” means all amounts actually received by Recharge from a Qualified Merchant for Recharge Services during the one (1) year following the Qualified Merchant’s first purchase, excluding (a) refunds, rebates, returns, or discounts offered by Recharge, and (b) any applicable taxes.

If a Qualified Merchant stops using Recharge Services during the first year, no Commission will accrue after that termination or expiration. Commissions do not apply during any free trial or evaluation period.

Payment of Commission

Commissions are paid quarterly in arrears within 45 days after the end of each calendar quarter in which Recharge received Qualified Merchant Revenue (the “Payout Period”), provided Partner is in compliance with the Commission Payment section requirements and has submitted all required documentation (including tax forms) before the end of that Payout Period. Recharge will provide Partner with a report showing Qualified Merchants included in the payment.

Partner is not eligible for Commission payment for any quarter if required information or documentation for Partner or a Qualified Merchant is missing before the end of that quarter. Payments will be made via Recharge’s designated payment method.

Recharge may change its merchant pricing at any time at its sole discretion. Commissions apply only to Recharge Services and do not cover any other Recharge offerings.

Exhibit B

Marketing Plan

Partner Website.
Partners are encouraged to announce their partnership with Recharge through media channels and may include testimonials and merchant references if available. All such announcements require prior written approval from Recharge’s Marketing department before distribution.
Recharge Partner Directory.
As a participant in the Agency Partner Program, Partner will be listed in the Recharge Partner Directory. Partner must keep its listing current with accurate and relevant information. Recharge may request quotes or content from Partner to announce the partnership. Partner grants Recharge a non-exclusive, worldwide license to use Partner’s trademarks, service marks, trade names, logos, designs, and other branding in co-marketing materials and announcements via Recharge’s channels.
Co-Marketing Collaboration.
Partners are encouraged to collaborate with Recharge on co-marketing initiatives. Recharge may provide marketing materials, branding support, and promote these collaborations through its channels. Partners should promote Recharge Services via promotions and campaigns—such as email marketing, advertising, newsletters, events, and website postings—consistent with Recharge’s guidelines.
Content Marketing Collaborations.
Recharge and Partner may collaborate on content marketing to promote the partnership, raise awareness, and generate leads. Recharge will reasonably support these efforts by reviewing and providing feedback. Partner may use Marketing Materials consistent with Recharge’s guidelines. Any independently developed content or marketing materials require prior written approval from Recharge.
1. Case Studies: Partners are encouraged to collaborate with Recharge to create case studies highlighting merchant success stories, subscription types, and verticals. Recharge must approve the merchant and content before publication.
2. Battlecards, Quick Reference Guides, and Boilerplates: Partners should use sales battlecards to help potential merchants understand Recharge benefits. These materials may be included in proposals or tech-stack documents and require Recharge’s approval before first use.
3. Thought Leadership Content: Partners may contribute whitepapers, e-books, blog posts, and participate in Recharge channels like the “Hit Subscribe” podcast and guest blog to establish market leadership and generate leads.
4. Events: Partners and Recharge may collaborate on webinars, merchant meet-ups, and industry events to raise awareness and generate leads. Recharge encourages Partners to invite Recharge to participate in such events.
Partner-led Education and Support: Partners are encouraged to develop educational programs—such as webinars, videos, and online materials—that highlight the value of Recharge Services to targeted audiences.