Payout Terms

The Payout Service is provided using Stripe Connect. PromoteKit is not a bank, money transmitter, or money services business; payment processing, identity verification, and settlement are performed by Stripe. By using the Payout Service, Affiliates additionally agree to the Stripe Connected Account Agreement (including, where applicable, the Stripe Recipient Agreement), and Merchants authorize PromoteKit and Stripe to originate debits and charges from their designated funding payment method as described in Sections 4 and 5. No interest is paid on funds held in transit, and funds in transit are not deposits.

• Commission obligations. Commissions payable to Affiliates arise under the relevant Merchant's affiliate program and are obligations owed by that Merchant to the Affiliate. PromoteKit facilitates and remits those payments but is not a party to the underlying commission obligation and does not itself owe commissions to any Affiliate, except as expressly provided in this Section.
• Merchant appointment. Each Merchant appoints PromoteKit as its limited payments agent for the sole purpose of receiving funds from the Merchant and remitting them to the Affiliates identified in a confirmed payout batch. PromoteKit's authority as the Merchant's agent is limited to this purpose.
• Affiliate appointment. Each Affiliate appoints PromoteKit as its limited payment collection agent for the sole purpose of receiving commission payments from Merchants on the Affiliate's behalf and remitting them to the Affiliate's connected Stripe account.
• Payment to PromoteKit is payment to the Affiliate. Once PromoteKit has received the Merchant's settled funding payment for a payout batch, the Merchant's obligation to pay the commissions covered by that batch is satisfied to the extent of the funds received, as if the Merchant had paid the covered Affiliates directly.
• Limited recourse to PromoteKit. From that point, an Affiliate's recourse against PromoteKit is limited to the amount of settled funds PromoteKit actually received for that Affiliate in that batch and has not yet transferred to the Affiliate or returned to the Merchant. It does not extend to any question of whether a commission was earned, tracked, calculated, approved, or owed in the correct amount, or to amounts a Merchant never funded; those remain solely between the Affiliate and the Merchant.
• Funds in transit. Funds received from a Merchant for a payout batch are held in PromoteKit's account with Stripe pending transfer, are held for the benefit of the Affiliates to be paid, and are not used for PromoteKit's general corporate purposes. PromoteKit's processing fee is the sole compensation PromoteKit receives for the Payout Service; the commission portion of each funding payment is received and held by PromoteKit solely as payments agent for remittance to Affiliates.
• Transfers that cannot be completed. PromoteKit is not responsible for a transfer that fails or is delayed because an Affiliate's Stripe account is restricted, closed, incomplete, or has incorrect details. PromoteKit will retry such transfers for a reasonable period. If a transfer still cannot be completed within 90 days, PromoteKit may return the undelivered amount to the Merchant (or otherwise handle it as required by law); on return, the Merchant's obligation to that Affiliate for those commissions is restored, and PromoteKit has no further obligation for them.

The Payout Service may not be used by, or to pay, any person or business that operates in a category listed on Stripe's Prohibited and Restricted Businesses list (https://stripe.com/legal/restricted-businesses), or in connection with any illegal activity. This applies to the Merchant's own business, to the products or services being promoted, and to each Affiliate receiving payouts. PromoteKit may suspend or terminate access to the Payout Service, decline or reverse payouts, and report activity to Stripe or authorities where it reasonably believes this Section is violated.

• Authorization. By saving a funding payment method and confirming a payout batch, the Merchant authorizes PromoteKit (via Stripe) to debit or charge that payment method for the total shown at confirmation: the sum of the selected commissions plus PromoteKit's processing fee. The fee is displayed before confirmation and is non-refundable once affiliates have been paid.
• Settlement. Bank (ACH) debits take several business days to settle; card charges are verified before they are captured. Payout transfers to Affiliates are initiated only after the Merchant's funding payment has settled or been captured, and after any holding period PromoteKit applies for risk review.
• Failed and returned payments. If a funding payment fails before settlement, the payout batch is cancelled and the underlying commissions are released. If a funding payment is returned, reversed, or disputed after Affiliates have been paid, the Merchant remains liable for the full amount of the batch, including fees and any return or dispute costs incurred by PromoteKit. PromoteKit may invoice the Merchant for such amounts, offset them against amounts otherwise payable, and suspend the Merchant's access to the Payout Service until resolved.
• Merchant review and accuracy. The Merchant is solely responsible for the accuracy of the commission data underlying each payout, and for reviewing each Affiliate and amount in a payout batch before confirming it. Commission amounts are calculated from the Merchant's program settings and tracking data; PromoteKit does not verify that any commission is earned or owed. By confirming a batch, the Merchant confirms that the listed amounts are accurate and owed. PromoteKit is not liable for paying amounts the Merchant confirmed, including amounts later found to be incorrect, and any recovery of an overpayment is between the Merchant and the Affiliate (subject to Section 7).
• Finality. Once a transfer has been sent to an Affiliate, it cannot generally be recalled; payouts confirmed by the Merchant are final except as provided in Section 7.

• Card authorization. Each payout batch funded by card is a separate, one-time charge that the Merchant authorizes by confirming the batch and accepting the card authorization shown at confirmation. The charge appears on card statements as PROMOTEKIT* PAYOUTS (or a similar descriptor including "PROMOTEKIT"). PromoteKit will not charge a card for any amount the Merchant has not confirmed.
• Cardholder and business use. The Merchant represents that it is the cardholder, or is authorized by the cardholder to use the card, and that card funding is used for business purposes only. Cards belonging to third parties, prepaid cards, and cards the Merchant is not authorized to use may not be used. PromoteKit may verify a card (including its security code and billing address) before accepting it or before capturing a charge, and may decline any card.
• Nature of the service and finality. The Payout Service is performed when PromoteKit initiates transfers to the Affiliates in a confirmed payout batch. Before transfers are initiated, the Merchant may ask PromoteKit to cancel a batch by contacting hello@promotekit.com. Once transfers are initiated, funds have been sent to third parties at the Merchant's instruction and cannot be recalled, and the funding payment (commissions and fee) is final and non-refundable, except where PromoteKit is required by law to refund it.
• Contact PromoteKit before disputing. The Merchant agrees to contact PromoteKit at hello@promotekit.com to resolve any concern about a funding charge before disputing it with its card issuer or bank. Disputing a charge the Merchant authorized is a breach of these Terms. Nothing in these Terms limits any right a cardholder has under applicable law or card network rules.
• Liability, recovery, and set-off. If a funding payment is disputed, charged back, returned, or reversed after PromoteKit has initiated transfers, the Merchant remains liable for the full amount of the payout batch, PromoteKit's fee, any dispute or return fees, and reasonable collection costs. The Merchant authorizes PromoteKit to recover those amounts by charging or debiting any funding payment method the Merchant has saved, by offsetting them against future payout batches, or by invoicing the Merchant, and PromoteKit may suspend the Merchant's access to the Payout Service until they are paid.
• Limits and holds. PromoteKit may set, change, or suspend limits on card-funded payouts (including rolling amount limits and limits on how many organizations may use the same card), may delay transfers for risk review, and may suspend card funding for a Merchant while a dispute or fraud warning is investigated.
• Records and electronic signature. To prevent fraud and resolve disputes, PromoteKit records details of each funding method and payout confirmation, including the user who confirmed it, date and time, IP address, device information, email verification, and the authorizations and confirmations accepted, and may share these records with Stripe, card networks, and card issuers. The Merchant agrees that confirming a payout batch and accepting the authorization shown constitutes its electronic signature and authorization.

• Stripe onboarding. To receive payouts, an Affiliate must complete Stripe's onboarding, which collects identity, bank account, and tax information. PromoteKit does not receive or store the Affiliate's full bank or identity documents; these are held by Stripe.
• Accurate information. Affiliates must provide truthful and complete information during onboarding, keep their bank details current, and maintain no more than one payout account per person or entity per affiliate program, unless PromoteKit agrees otherwise.
• Merchant decisions. Whether an Affiliate is included in a payout batch, and for what amount, is decided by the Merchant. PromoteKit does not decide or guarantee when, whether, or how much an Affiliate is paid.
• Taxes. Amounts received are gross of taxes. Affiliates are solely responsible for taxes on amounts received. Affiliates must provide accurate tax information (including a taxpayer identification number where required) during Stripe onboarding, provide any additional tax documentation PromoteKit or Stripe reasonably requests, and consent to electronic delivery of tax documents where offered.
• Information reporting. For payouts made through the Payout Service, PromoteKit acts as the payor of record for U.S. information-reporting purposes, and applicable information returns (such as IRS Form 1099) are prepared, filed, and delivered through Stripe on PromoteKit's behalf. Merchants are not expected to separately file information returns for commission amounts paid through the Payout Service, though Merchants remain responsible for confirming their own reporting position with their tax advisors and for reporting on any amounts they pay to affiliates outside the Payout Service. PromoteKit may withhold from payouts where required by law, including backup withholding where valid tax documentation has not been provided.
• Support. Payout-related support for Affiliates is provided by PromoteKit and the relevant Merchant, not by Stripe directly. Questions about whether a commission is owed or its amount must be directed to the Merchant. Affiliates can view payout history and manage bank details through the Stripe dashboard link in their affiliate portal.

PromoteKit and Merchants may delay, withhold, cancel, or decline payouts, and may suspend or terminate payout accounts, where there is a reasonable belief of fraud, self-referral, abuse, breach of these Terms, or a legal or Stripe compliance requirement. If a payout is made in error, or is later determined to relate to fraudulent, cancelled, or refunded transactions, the Affiliate must return the corresponding amount on request, and PromoteKit or the Merchant may offset it against future payouts. Commissions may be subject to holding periods before becoming payable.

To the maximum extent permitted by law, PromoteKit will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost profits, commissions, or business, arising out of or relating to the Payout Service. PromoteKit's total liability arising out of or relating to a payout batch will not exceed the processing fee PromoteKit received for that batch, plus its obligation to transfer or return funds it actually received for that batch and has not yet transferred or returned.

This Section applies in addition to the limitations in the Terms of Service and Affiliate Terms, does not limit a Merchant's obligations under Sections 4 and 5 or its indemnity obligations, and does not apply where the law does not allow liability to be limited.

Disputes arising out of or relating to the Payout Service are resolved under the dispute resolution, binding individual arbitration, class-action waiver, and governing law provisions of the Terms of Service (for Merchants) or the Affiliate Terms (for Affiliates). Disputes between a Merchant and its Affiliates about commissions are between them and do not involve PromoteKit.

PromoteKit may modify or discontinue the Payout Service, or change supported funding methods, payout methods, fees, and country availability. PromoteKit may update these Terms; if a change is material, PromoteKit will notify Merchants and connected Affiliates by email or in the product before it takes effect and may require acceptance of the updated Terms before further use of the Payout Service. Updated Terms do not apply to payout batches confirmed before they took effect. Sections 2, 4, 5, 7, 8, and 9 survive termination with respect to amounts owed and batches already confirmed.

Questions about these Terms or the Payout Service can be sent to hello@promotekit.com.