Recharge Technology Partner Terms

Last updated on October 29, 2025

These terms (the “Agreement”) are between Recharge Inc., a Delaware corporation with offices at 1507 20th St., Santa Monica, CA 90404 (“Recharge”), and the person or entity registering for the Recharge Technology Partner Program (“Partner”). Recharge and Partner are each a “Party” and together, the “Parties.”

Authority. If you enter into this Agreement on behalf of an entity, you confirm you are an authorized officer, executive, or agent with authority to bind that entity.

Acceptance. By registering for or participating in the Recharge Technology Partner Program, accessing or using Recharge IP, or clicking “I Agree” during registration, you confirm you have read and accepted all terms of this Agreement (including the Recharge API Agreement).

If you do not agree, you may not register for or participate in the Program, access or use Recharge IP, and must stop all related activities immediately.

Registration, participation, or any access to Recharge IP constitutes your full understanding and acceptance of this Agreement.

Competition. Partner acknowledges and agrees that Recharge may recommend or promote third-party products or services, collaborate with other parties on similar products or services, and develop its own offerings that may compete with or be similar to Partner’s products or services.

ARBITRATION NOTICE. You understand and agree that disputes arising under this Agreement will be resolved by confidential binding, individual arbitration. (See Dispute Resolution and Arbitration provision below.)

Definitions. For purposes of this Agreement, capitalized terms used herein shall have the meanings set forth in this Section or the meanings otherwise given to them in the main body of this Agreement:
1. “Affiliate” means Recharge’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, agents, and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering any of the Recharge Services.
2. “Applicable Laws” means any applicable law, rule, regulation, or other government requirement.
3. “Authorized Users” means Partner’s employees, agents, and representatives authorized to access the Recharge API, Technology Partner Academy, Recharge Technology Partner Portal, Partner Directory, and/or Recharge Partner slack channel, pursuant to the terms and provisions of this Agreement and/or authorized to otherwise act on behalf of Partner hereunder.
4. “Contract Schedule” means any and all contract schedules agreed upon by the Parties that supplement this Agreement.
5. “Copyleft” means a licensing model that permits anyone to use, modify, or redistribute software, subject to a condition of use, modification, and/or distribution of such software, whereby such software and/or any other software incorporated into such software, derived from or distributed with such software must or should be (a) disclosed or distributed in source code form to the public, (b) licensed to the public for the purpose of making derivative works, or (c) re-distributed to anyone at no charge.
6. “Documentation” means the developer or administrator documentation guides for, and provided with the Recharge Technology Partner Program, the Recharge Services, and/or Recharge API, and as may be updated by Recharge from time to time.
7. “End User” means a client, customer, consumer, or other end user of a Merchant.
8. “Feedback” means any feedback from Partner or its employees or Authorized Users related to the Recharge Technology Partner Program or their respective access to and use of the Recharge Services and/or Recharge API, including without limitation, feedback on features or functionality, usability, specifications, architectural diagrams, APIs and related information, software or hardware compatibility, interoperability, performance, bug reports, test results and documentation requirements, and may also include suggestions or ideas for improvements or enhancements to the Recharge Technology Partner Program, the Recharge API or the Recharge Services.
9. “Integration” means a software application, connector, extension or other independent software or interface developed by Partner that (a) supplements, utilizes and/or interacts with the Recharge Services or the Recharge API, and (b) integrates in any way the Recharge Services with the Partner Services.
10. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
11. “Merchant(s)” means a customer of Recharge that uses the Recharge Services.
12. “Merchant Contract” (and, as applicable, its related terms “Recharge Merchant Contract” and “Partner Merchant Contract”) means: (a) in the case of Recharge, a services agreement, terms of service agreement, or other written contract applicable to the Recharge Services between Recharge and a Merchant; and/or (b) in the case of Partner, a services agreement, terms of service agreement, or other written contract applicable to the Partner Services between Partner and a Merchant.
13. “Merchant Data” means all of the electronic data or other information submitted by or for Merchants or End Users to, or otherwise stored in, the Recharge Services.
14. “Partner Services” means Partner’s services, products, technologies, websites, payment network(s), functions, offerings and/or mobile applications that Partner makes available to Merchants or its customers generally.
15. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a natural person, which may include, but is not limited to, name, address, telephone number, e-mail address, online contact information (including, without limitation, an instant messaging user identifier or a screen name that reveals an individual’s e-mail address), account numbers (financial and otherwise), government-issued identifier (including, but not limited to, social security number) and any other data considered personal information or personal data under Applicable Laws (including, in some jurisdictions, IP addresses, and, where applicable, cookie information and mobile identifiers).
16. “Recharge API” means each of Recharge’s proprietary application programming interfaces, which are used by developers to utilize or interact with the Recharge Services in connection with the Recharge Technology Partner Program and any other developer tools, services, content and information that are made available to a Partner by Recharge and all related Documentation.
17. “Recharge IP” means the Recharge Services, the Recharge API, and all software, technology, intellectual property related thereto, and any other software, technology or intellectual property that may be created or developed by Recharge or its agents (including any modifications or derivatives to the Recharge Services or the Recharge API), including any and all Intellectual Property Rights to the foregoing.
18. “Recharge Technology Partner Program” means the Recharge technology partner program as described in and subject to the terms and conditions of this Agreement, the Recharge API Agreement, and as may be supplemented or described further in the Policies or other documents or materials that Recharge may make available from time to time.
19. “Recharge Services” means the Recharge products, features, and related services provided by Recharge for commerce optimization, including solutions for enabling and managing orders, subscriptions, payments, recurring billing, and loyalty. Any new products or features that are added to the current Recharge Services will also be subject to this Agreement.
20. “Security Incident” means any known or reasonably suspected (a) any loss or misuse, any unauthorized access, acquisition, use, disclosure, destruction, deletion, modification, or processing, or any other compromise, of Merchant Data, Recharge data or Recharge Confidential Information; or (b) other act or omission that compromises, or could compromise, the privacy, security, confidentiality, availability, or integrity of Merchant Data, Recharge data or Recharge Confidential Information or the proper functioning of the Recharge Services or any Recharge network resources.
Recharge Technology Partner Program
1. Registration. To join the Recharge Technology Partner Program, Partner must 1) Accept this Agreement and the Recharge API Agreement and 2) Complete all registration forms and provide requested information (“Registration Materials”).
  Recharge will review Registration Materials and use reasonable efforts to notify Partner within 30 days by email whether the application is accepted. If Recharge does not notify within 30 days, the application is deemed rejected.
  
  If accepted, Partner may access the Recharge API solely to build sample Integrations, which must be submitted to Recharge for review and approval before live deployment. Partner must also complete any submission or certification forms required by Recharge.
2. Activation. Within 12 months of acceptance, Partner must build and launch the Integration. If not, acceptance is revoked and Partner is automatically removed from the Program. Partner may reapply by following the same process.
3. Integration Approval. Recharge may review, test, approve, or reject any Integration at its sole discretion. Approval does not relieve Partner of its obligations. After approval, Partner may deploy the Integration subject to Recharge’s requirements and policies. Partner is solely responsible for developing, implementing, and supporting its Integrations. Recharge provides no development or deployment support.
4. Policies. Partner and its Authorized Users must comply with all guidelines, rules, or documentation provided or published by Recharge from time to time (“Policies”). Policies may include additional terms and are subject to change. Partner is responsible for reviewing them regularly. If there is a conflict, this Agreement controls unless expressly overridden in writing.
5. Merchant Relationships. Integrations may only be used with Merchants that have active contracts with both Recharge and Partner. Each Party is solely responsible for its own Merchant contracts and performance. The non-signatory Party has no rights or obligations under the other Party’s Merchant contracts. If either Party’s Merchant contract ends, Partner must immediately cease all Integration use for that Merchant. Partner must notify Merchants in writing that 1) Partner is solely responsible for the Integrations, 2) Recharge is not liable for any Integration issues or harm, and 3) Recharge cannot support Partner Services or Integrations.
6. Support. Recharge supports Merchants only for Recharge Services. Partner supports Merchants only for Partner Services and Integrations. Recharge does not provide development, deployment, or ongoing support for Partner Integrations, but may offer limited support for the Recharge API or Program during normal business hours.
7. Authorized Users. Authorized Users may access the Recharge API only to exercise Partner’s rights and obligations under this Agreement. Partner is fully responsible for all actions and compliance of its Authorized Users.
8. Affiliates. Each Partner affiliate must sign its own Technology Partner Agreement and be separately accepted by Recharge, except for Partner subsidiaries that offer the same service(s) as Partner under this Agreement, which shall be deemed covered without a separate agreement. Affiliates have no rights under this Agreement.
9. Program Changes. The Program and Recharge API may change over time. Recharge may add, remove, or modify functionality, release new versions, and require updates to Partner’s Integrations at Partner’s expense.
10. Additional Agreements. This Agreement covers only the Program and related IP licenses. The Parties may enter into additional agreements for joint services to Merchants. Additional terms may also be set out in mutually agreed Contract Schedules. If conflicts arise, the following order applies; This Agreement and Policies (unless expressly modified in a Contract Schedule), Contract Schedules. Unilateral purchase orders or other documents do not affect the Parties’ obligations.
11. Competition & Non-Solicitation. Recharge may develop, market, and sell competing products or services. During the Term and for one year after (or longer if Recharge has an active Merchant contract), Partner agrees not to interfere with Recharge’s Merchant relationships, or solicit Merchants to change services away from Recharge. Partner acknowledges and agrees that Recharge may develop offerings competitive with Partner’s. Breach of this section is a material breach.
12. Marketing. Participation in the Program means Partner opts in to receive Recharge marketing communications. Partner may opt out by contacting Recharge.
13. Expenses. Partner is solely responsible for all costs and expenses related to compliance with this Agreement and participation in the Program.
Partner Arrangements
1. Requirements and Restrictions. Partner and its Authorized Users may use Recharge IP only as expressly permitted in this Agreement. They may not copy Recharge IP; rent, lease, loan, transfer, or commercialize Recharge IP; or post it publicly, including as a service bureau or application service provider. Partner may not reverse engineer, decompile, disassemble, translate, or attempt to discover source code. Partner may not modify Recharge IP, create derivative works, or use it in any way not authorized by this Agreement. Partner may not interfere with or disrupt Recharge Services or the Program, copy features or graphics of Recharge Services, or manipulate Recharge IP in any way. Partner may not violate any laws, third-party rights, or Recharge Policies while participating in the Program.
2. Partner may not access or use Recharge IP if suspended, provide false or misleading information, impersonate Recharge, or spoof communications. Partner may not create competitive products or services based on Recharge IP or Confidential Information. Partner may not distribute viruses, malware, or harmful code; harvest information about Recharge’s users, clients, or partners without consent; gain unauthorized access to Recharge or third-party systems; interfere with other clients’ or partners’ use of Recharge Services or the Program; or infringe any intellectual property rights. Partner may not use Recharge Services to transmit or store harmful code, unlawful material, or material that violates privacy rights or law.
3. Partner may not allow others to access or use Recharge IP without Recharge’s prior written consent. Partner must comply with all laws and Policies, ensure only Authorized Users access Recharge IP, and perform all tasks required by Recharge for participation in the Program. Recharge may determine what constitutes prohibited conduct in its sole discretion. Any system or network violations may result in civil or criminal liability.
4. Third-Party Technology. Partner is solely responsible for obtaining, maintaining, and securing all technology, equipment, accounts, or passwords needed for Program participation and Integrations (“Third-Party Technology”). Recharge is not responsible if Partner cannot access the Program or Recharge IP due to lack of Third-Party Technology. Partner must also maintain security of all accounts and passwords, and is fully responsible for their use.
5. Partner Offerings. Partner is solely responsible for its own products, services, solutions, and business activities (“Offerings”), including compliance with all laws. Recharge has no responsibility or liability for Partner’s Offerings or disputes with Merchants, clients, or users.
6. Partner Responsibilities. Partner must comply with all Policies, provide accurate and complete information about itself, its services, and Integrations, and keep such information up to date. Partner must have all necessary Merchant consents to access and use Merchant Data and to provide Partner Services. Partner must promptly forward to Recharge any complaints, suspected defects, claims, or security problems relating to Recharge Services. Partner must protect all developer keys, tokens, codes, and account credentials, and may not sell, transfer, sublicense, or disclose them. Partner must notify Recharge within 48 hours of any Security Incident involving Merchant Data received from Recharge. If Partner provides false or incomplete information, Recharge may terminate Partner’s participation in the Program and disable its access to Recharge Services.
7. Integration Requirements. Partner must ensure each Integration functions as described in Recharge Documentation, Policies, or other statements. Partner must provide timely support, respond to Merchant or Recharge requests within 48 hours, and identify and correct errors. Partner is solely responsible for development, testing, deployment, management, and costs of each Integration. Partner must maintain a written privacy and security policy consistent with law and industry standards, and must securely manage and store Merchant Data and Personal Information. Partner may not perform penetration tests, vulnerability scans, or similar testing of Recharge Services. Partner must review updated Policies, and continued participation in the Program constitutes acceptance of changes. If a Partner Integration conflicts with Recharge Services, Recharge may disable or remove it.
8. Partner Representations and Warranties. Partner represents and warrants that it has full authority to enter into this Agreement, that it is duly authorized and not prohibited from doing so, and that this Agreement is binding. Partner will not make false or misleading statements about Recharge or the Parties’ relationship. Partner will act in a way that reflects favorably on Recharge and is consistent with this Agreement and the Policies. Partner has all rights in its services, marks, and Integrations needed to grant rights under this Agreement. Each Integration will be free of material defects, comply with documentation and laws, and not infringe third-party intellectual property. Partner will comply with all third-party and open-source software obligations, notify Recharge of any lost rights or third-party claims, and comply with all laws and standards (including PCI-DSS if applicable). Partner will process all data lawfully and with proper authorization, and will not use Copyleft code in any Integration or with Recharge IP. Partner will perform all obligations under this Agreement in accordance with good industry practice.
License Grants
1. Recharge API License. Subject to this Agreement and the Recharge API Agreement, Recharge grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Recharge API solely to develop and deploy Integrations for use with Recharge Services and to participate in the Recharge Technology Partner Program in compliance with all applicable Policies (“Permitted Use”). Partner may not use the Recharge API or any other Recharge IP for any purpose outside the Permitted Use.
2. Partner License. Partner grants Recharge a perpetual, irrevocable, transferable, and sublicensable license to: (a) access and use each Integration for testing, review, approval, support, and to perform Recharge’s obligations under this Agreement and the Program Policies; (b) host, copy, test, modify, format, translate, display, distribute, market, and otherwise use each Integration in connection with Recharge Services; (c) copy, display, and use each Integration for demonstrations, administration, and marketing of the Program or Recharge Services; (d) allow Merchants to access and use Integrations; and (e) access and use data provided through an Integration to facilitate transfer of data between Partner Services and Recharge Services for the benefit of Merchants. Partner must also provide Recharge with continuing access to each Integration and related materials during the Term, as reasonably requested, to verify compliance with this Agreement.
IP Ownership & Feedback
1. Recharge Ownership. Partner acknowledges that the Recharge Services, all Recharge IP, and all Feedback are owned by Recharge or its licensors and protected by U.S. and international intellectual property laws. Recharge and its licensors retain all rights, title, and interest in the Recharge Services, Recharge IP, Feedback, and any modifications, enhancements, or derivative works. Recharge makes no warranty that Partner’s or its Authorized Users’ use of the Recharge Services, Recharge IP, or participation in the Program does not infringe third-party rights. Recharge IP is Confidential Information of Recharge. Recharge also owns all rights to any software, technology, or intellectual property it develops related to this Agreement or the Program.
2. Integrations. Partner owns all Integrations it develops, subject to the licenses granted in this Agreement. Partner agrees, however, that (a) Integrations may not function without the Recharge API; (b) Integrations may not include Recharge IP, which remains solely owned by Recharge; and (c) no rights in Recharge IP are granted other than the limited license set out in this Agreement, and use of Recharge IP is permitted only in connection with the Program.
3. Feedback. Partner assigns to Recharge all rights, title, and interest in Feedback, including all related intellectual property. If Partner retains any rights in Feedback despite this assignment, Partner grants Recharge a perpetual, irrevocable, transferable, sublicensable, royalty-free, worldwide license to use, disclose, reproduce, modify, create derivative works of, distribute, commercialize, and otherwise exploit such Feedback without restriction.
4. Reservation of Rights. The Recharge API and all Recharge IP are licensed, not sold. Partner and its Authorized Users receive no ownership interest and no rights other than the limited license to participate in the Program under this Agreement. Recharge and its licensors retain all rights, title, and interest in and to the Recharge API and all Recharge IP, including all related intellectual property.
Trademarks & Marketing
1. Recharge Marketing Materials and Trademarks. Subject to Recharge’s guidelines, Recharge grants Partner a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use Recharge marketing materials, artwork, descriptive information, and any Recharge trademarks or logos that Recharge makes available or authorizes in writing (together, the “Recharge Marketing Materials”). Use is limited to fulfilling Partner’s obligations under the Program and marketing the Integration. Recharge may require Partner to stop using any Recharge Marketing Materials or trademarks at any time in its sole discretion. Partner must follow all usage guidelines and marking requirements provided by Recharge, including patent, copyright, trademark, and confidentiality notices.
2. Partner Marketing Materials and Trademarks. Subject to Partner’s guidelines, Partner grants Recharge a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use Partner marketing materials, artwork, descriptive information, and any Partner trademarks or logos that Partner makes available or authorizes in writing (together, the “Partner Marketing Materials”). Use is limited to fulfilling Recharge’s obligations under the Program and marketing the Integration. Partner may require Recharge to stop using any Partner Marketing Materials or trademarks at any time in its sole discretion. Recharge must follow all usage guidelines and marking requirements provided by Partner, including patent, copyright, trademark, and confidentiality notices. Notwithstanding the above, Partner grants Recharge the right to display Partner’s name on Recharge’s website and in promotional materials to identify Partner as a Program participant.
3. Trademark Use. Neither Party may alter or remove the other Party’s trademarks or logos in the Marketing Materials. Except for the limited rights expressly granted, neither Party obtains any rights, title, or interest in the other Party’s trademarks or logos. Neither Party may challenge or assist others in challenging the other Party’s trademarks or attempt to register any confusingly similar marks. Any goodwill created from use of a Party’s marks automatically belongs to that Party, and the other Party must take all actions necessary to confirm that ownership. Upon request, each Party must immediately stop using the other Party’s trademarks and logos.
4. No Other Representations. Except as expressly authorized in this Agreement, in the other Party’s approved Marketing Materials, or in a written agreement between the Parties, neither Party may make representations about the other Party or its products or services. Each Party must inform merchants that it has no authority to bind or make commitments on behalf of the other Party.
Recharge Rights
1. Monitoring and Limits. Recharge may monitor and audit Partner’s and Authorized Users’ use of the Recharge API, including access to the Recharge Services through any Integration, by remote or electronic means to verify compliance with this Agreement. Recharge may impose call volume limits or other technical requirements, restrictions, or limitations on the Recharge API at any time in its sole discretion.
2. Analytics. Partner acknowledges that portions of the Recharge API may transmit to Recharge, and Recharge may collect and use data and information relating to Partner’s use of the Recharge IP and participation in the Program.
3. Remote Disablement. If (a) Partner or an Authorized User breaches this Agreement (including any Policies), or (b) Partner’s Integration conflicts with the Recharge Services as described in Section 3.7, Recharge may remotely suspend or terminate Partner’s access to the Recharge API and/or disable the Integration.
Data Protection & Network Limitations
1. Merchant Data. Partner is responsible for obtaining all consents and approvals required to access or receive any Merchant Data or Personal Information through the Recharge API or an Integration. Recharge is not responsible for the privacy, security, accuracy, or integrity of any such data. Partner represents and warrants that it will not, without prior consent of the relevant Merchant or except as required by law, modify Merchant Data in a way that harms its integrity, disclose it to third parties, or use it for any purpose other than providing the Partner Services. Partner must handle, secure, store, and process Merchant Data in accordance with good industry practices and applicable laws, including privacy and information security requirements. Partner may copy Merchant Data only as needed to provide the Partner Services and must promptly delete all copies when no longer required or upon Merchant request.
2. Security. Partner must report any Security Incidents affecting Integrations, the Recharge API, Recharge Services, or Merchant Data to Recharge within 48 hours via a Recharge Support Ticket or other designated method. Partner must investigate, mitigate, and prevent the effects of such incidents, provide Recharge with details, and cooperate to correct any issues. Partner may not make public statements about Security Incidents without Recharge’s prior written consent. Recharge may suspend the Recharge API or Integrations if necessary to respond to a critical data security issue. If a Security Incident is caused in whole or in part by Partner, Partner must reimburse Recharge for reasonable costs incurred responding to and mitigating the incident.
3. Data Protection. Each Party must process Personal Information and Merchant Data in compliance with its privacy policies, applicable Merchant Contracts, and all applicable laws. Each Party is responsible for its own compliance with data privacy laws and must use commercially reasonable efforts to protect the other Party’s data. For purposes of the CCPA, Partner is a “service provider” and shall not sell, retain, use, or disclose personal information except to provide the Partner Services and within the direct business relationship with the Merchant and Recharge. Partner certifies understanding and compliance with these obligations.
4. Network Limitations. Partner acknowledges that temporary interruptions of the Recharge Services or API may occur. Recharge may use third-party providers for infrastructure and services, and is not responsible for faults, discontinued services, or delays in third-party networks. Partner understands that transmissions may be unencrypted or subject to technical adjustments and that Recharge has no control over third-party networks. Recharge is not responsible for lost revenue, profits, sales, or errors resulting from service outages, network interruptions, or infrastructure issues. Partner is solely responsible for the security, protection, and backup of Integrations and the Partner Services, including any use of third-party technology or network providers. The Recharge Technology Partner Program and API are provided “as is.”
Fees. Recharge may require Partner to pay fees related to the Recharge Technology Partner Program, as set forth in the Policies or communicated during registration, application, or approval of Integrations. Recharge may also impose fees in the future for previously approved Integrations. Partner agrees to pay all required fees and is responsible for all costs and expenses associated with participating in the Program and complying with this Agreement.
Term; Termination
1. Term. This Agreement begins on the Effective Date and continues for one (1) year (the “Initial Term”). It automatically renews for additional one-year periods (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least ninety (90) days before the end of the current term.
2. Termination for Convenience. Recharge may terminate this Agreement at any time for any reason with thirty (30) days’ prior written notice. Partner may terminate at any time for any reason with one hundred twenty (120) days’ prior written notice.
3. Termination for Cause. Recharge may immediately suspend or terminate Partner’s or any Authorized User’s access to the Recharge API or the Program for any breach of this Agreement or the Policies, or for suspected fraudulent, abusive, or illegal activity. Either Party may terminate this Agreement if the other Party ceases business operations, becomes insolvent, files for bankruptcy, makes an assignment for creditors, or comes under the control of a trustee or similar authority. Upon termination, Partner’s access to the Recharge API ends immediately, and Recharge may deactivate Partner’s account. Recharge is not liable for any claims or damages resulting from such termination or suspension.
4. Effects of Termination. Upon expiration or termination, Partner must immediately stop using the Recharge API, delete all Recharge materials from its systems, cease all Program activities, return or destroy all Confidential Information, and certify in writing that it has complied with these obligations.
5. Survival. The rights and obligations in Sections 2.4, 2.9, 2.10, 3.1, 3.3, 3.6, 5, 6.2–6.4, 8, 10.3, 10.4, and 11–16, as well as any provisions that by their nature should survive, remain in effect after termination or expiration.
Confidentiality
1. Confidential Information. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in writing, orally, or by inspection of tangible items, including business plans, software, source code, designs, financial analyses, marketing plans, customer or partner information, inventions, processes, trade secrets, or other proprietary information, that is marked or reasonably understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is received from a third party not under an obligation of confidentiality; (c) was already in the Receiving Party’s possession as shown by written records; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information. A combination of otherwise non-confidential items does not become exempt unless the combination as a whole qualifies.
2. Compelled Disclosure. If the Receiving Party is required by law or a legal order to disclose Confidential Information, it may only disclose what is legally required, and must, if permitted, promptly notify the Disclosing Party so that the Disclosing Party can seek a protective order at its own cost.
3. Non-Use and Non-Disclosure. The Receiving Party shall not disclose Confidential Information except to employees or agents who need it to perform this Agreement and who are bound by confidentiality obligations at least as strict as this Agreement. Confidential Information may only be used for purposes contemplated by this Agreement. The Receiving Party shall protect Confidential Information with at least the same care it uses for its own confidential information, but never less than reasonable care, and must promptly notify the Disclosing Party of any unauthorized use or disclosure.
4. Return or Destruction. Upon request, the Receiving Party shall, within ten (10) business days, return or destroy all copies of the Disclosing Party’s Confidential Information and certify destruction in writing. The Receiving Party may retain Confidential Information only (a) as required by its document retention policies or applicable law, or (b) if stored in backup systems not readily accessible to end users, and must continue to treat such retained information as confidential.
Indemnity. Partner shall indemnify, defend, and hold harmless Recharge and its Affiliates from and against all liabilities, damages, claims, costs, and expenses, including attorney’s fees (collectively, “Claims”), arising from or related to: (a) any breach or violation of this Agreement by Partner or its Authorized Users; (b) any misrepresentation, fraud, or act or omission inconsistent with the Recharge Technology Partner Program or any agreements between Recharge and Partner; (c) statements or representations made by Partner in marketing, documentation, or product materials regarding the features, functionality, interoperability, or compatibility of the Partner Services or Integrations with Recharge Services; (d) any violation of Applicable Laws by Partner or an Authorized User; (e) any infringement, misappropriation, or violation of Intellectual Property Rights or other third-party rights by Partner or an Authorized User; (f) the Partner Offerings; (g) any Security Incidents; and (h) any claims or disputes between Partner and any third party, including Merchants. Recharge may, at its option and at Partner’s expense, assume exclusive control of the defense of any claim subject to this indemnification, and Partner shall cooperate with Recharge in asserting any defenses.
Limitation of Liability.TO THE FULLEST EXTENT PERMITTED BY LAW, RECHARGE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, LOST SOURCE MEDIA, OR COSTS TO RECREATE LOST SOURCE MEDIA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY, AND WHETHER OR NOT RECHARGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1. TO THE FULLEST EXTENT PERMITTED BY LAW, RECHARGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). ANY CAUSE OF ACTION BY PARTNER ARISING FROM OR RELATED TO ITS PARTICIPATION IN THE RECHARGE TECHNOLOGY PARTNER PROGRAM OR THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIMS ARE PERMANENTLY BARRED.
2. RECHARGE SHALL NOT BE LIABLE FOR, AND EXPRESSLY DISCLAIMS RESPONSIBILITY FOR, ANY CLAIMS OR ACTIONS BY THIRD PARTIES AGAINST PARTNER, INCLUDING INFRINGEMENT CLAIMS, AND SHALL NOT INDEMNIFY OR DEFEND PARTNER FOR ANY THIRD-PARTY CLAIMS RELATED TO INFRINGEMENT OR PATENTS IN CONNECTION WITH THE RECHARGE TECHNOLOGY PARTNER PROGRAM OR RECHARGE IP.
3. EACH PROVISION IN THIS AGREEMENT LIMITING LIABILITY, DISCLAIMING WARRANTIES, OR EXCLUDING DAMAGES IS INTENDED TO ALLOCATE RISK BETWEEN THE PARTIES AND IS A FUNDAMENTAL PART OF THE BARGAIN. THESE PROVISIONS ARE SEVERABLE AND INDEPENDENT OF ALL OTHER TERMS, AND THEIR LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Disclaimer of Warranties. THE RECHARGE API, RECHARGE IP, AND THE RECHARGE TECHNOLOGY PARTNER PROGRAM ARE PROVIDED TO PARTNER “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. RECHARGE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT, AND NO USE OR DISTRIBUTION OF THE RECHARGE IP IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARISE FROM ANY COURSE OF DEALING, TRADE USAGE, OR INDUSTRY CUSTOM.
1. RECHARGE DOES NOT WARRANT THAT THE RECHARGE API, ANY OTHER PORTION OF THE RECHARGE IP, OR ANY MATERIALS OR CONTENT PROVIDED THROUGH THE RECHARGE TECHNOLOGY PARTNER PROGRAM WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, NOR DOES RECHARGE WARRANT THAT ANY SUCH ISSUES WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE OR INFORMATION FROM RECHARGE, THE RECHARGE TECHNOLOGY PARTNER PROGRAM, OR ANY RELATED MATERIALS OR CONTENT CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
2. PARTNER USES THE RECHARGE IP AT ITS OWN DISCRETION AND RISK. RECHARGE IS NOT RESPONSIBLE FOR ANY DAMAGE TO THE PARTNER SERVICES OR PARTNER PROPERTY, INCLUDING COMPUTER NETWORKS, HARDWARE, DEVICES, OR LOSS OF DATA, OR FOR ANY DAMAGE RESULTING FROM PARTNER’S DEALINGS WITH ANY MERCHANT. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. RECHARGE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT IT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
Organizational Use. The individual signing this Agreement on behalf of Partner represents and warrants that they have the full authority to bind Partner and all Authorized Users to the terms of this Agreement. Any individual without such authority, or who does not agree to this Agreement, must not accept this Agreement, register for the Recharge Technology Partner Program, or access or use any Recharge IP.
General
1. Effective Date and Modifications. This Agreement is effective as of the date Partner clicks “I Agree” during registration for the Recharge Technology Partner Program or otherwise begins using any Recharge IP (the “Effective Date”). Recharge may modify this Agreement, including the Policies, at any time by posting updates to the Recharge website or notifying Partner. Partner is responsible for reviewing the Agreement periodically. Continued use of the Recharge IP or participation in the Program after modifications constitutes acceptance of the updated Agreement.
2. Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. All actions relating to this Agreement shall be brought in Los Angeles County, California.
3. Dispute Resolution and Arbitration. Any controversy or claim arising out of this Agreement shall be resolved by confidential arbitration in English, administered by the American Arbitration Association (“AAA”) in Los Angeles County, California, before a sole arbitrator under the AAA Commercial Arbitration Rules. The arbitrator’s award is final and binding, and may be entered in any court of competent jurisdiction. Either Party may seek equitable or injunctive relief in court.
4. Assignment. Partner may not assign its rights or obligations under this Agreement. Recharge may freely assign or transfer its rights and obligations.
5. Force Majeure. Recharge is excused from liability for delays caused by events beyond its reasonable control, including labor disturbances, war, fire, accidents, adverse weather, transportation issues, government acts, or similar events.
6. Enforceability and Severability. If any part of this Agreement is held invalid or unenforceable, that part shall be interpreted to reflect the Parties’ intent, and the remaining provisions shall remain in full force.
7. No Waiver. Failure by Recharge to enforce any provision shall not waive that provision or Recharge’s right to enforce it in the future.
8. Intended Beneficiaries. This Agreement is solely between Recharge and Partner; there are no third-party beneficiaries.
9. Entire Agreement. This Agreement, including the Policies and any mutually agreed Contract Schedules, constitutes the entire understanding between the Parties and supersedes prior agreements. No other documents or orders can alter this Agreement unless signed in writing by both Parties.
10. Independent Contractors. The Parties act as independent contractors. Nothing in this Agreement creates an agency, partnership, or employer-employee relationship, and neither Party may bind the other.
11. Notices. Partner’s acceptance of this Agreement constitutes an electronic signature and consent to receive electronic communications regarding the Recharge Technology Partner Program. Recharge may send notices via the email address provided by Partner or by posting on the Recharge website or partner pages, and such notices are effective when sent or posted. Partner may withdraw consent to receive electronic notices by terminating this Agreement. All questions, complaints, claims, or other communications to Recharge must be in writing and submitted via the Recharge Support Ticket at https://support.getrecharge.com/hc/en-us/requests/new or mailed to 1507 20th St., Santa Monica, CA 90404. All notices or communications are deemed received by Recharge on the date Recharge actually receives them.

BY ACCEPTING THIS AGREEMENT, REGISTERING FOR THE RECHARGE TECHNOLOGY PARTNER PROGRAM, OR OTHERWISE USING THE RECHARGE API OR OTHER RECHARGE IP, PARTNER AGREES TO BE BOUND BY THIS AGREEMENT. IF PARTNER DOES NOT AGREE TO THESE TERMS, PARTNER MUST IMMEDIATELY STOP USING THE RECHARGE API AND OTHER RECHARGE IP AND CEASE ALL PARTICIPATION IN THE RECHARGE TECHNOLOGY PARTNER PROGRAM.