Terms of Service

PromoteKit provides software that helps businesses run their own affiliate programs: tracking referrals, calculating commissions from rules the Merchant configures, hosting affiliate portals, sending notifications, and exporting or facilitating payouts. The Service is provided for business use only.

If you use PromoteKit's Stripe-powered payout service to fund affiliate payouts (the "Payout Service"), the Payout Terms also apply and form part of these Terms. If these Terms and the Payout Terms conflict, the Payout Terms control for the Payout Service.

• Your affiliate program is yours. You create, operate, and are solely responsible for your affiliate program, including its terms, commission rates and rules, eligibility and approval criteria, attribution rules, holding periods, clawbacks, and any decision to pay, withhold, or reverse a commission. PromoteKit is not a party to your program or to any agreement between you and your affiliates.
• Commissions are your obligation. Commissions and any other amounts owed to your affiliates are owed by you, not by PromoteKit. PromoteKit does not guarantee, insure, or assume any obligation to pay them. When you use the Payout Service, PromoteKit acts only as the limited payments agent described in the Payout Terms.
• No vetting of affiliates. PromoteKit does not recruit, screen, supervise, or control your affiliates, and is not responsible for their conduct, marketing, or compliance with law. Affiliates are not PromoteKit's employees, agents, or contractors.
• Independent parties. PromoteKit and the Merchant are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or (except as stated in the Payout Terms) agency relationship.

You are responsible for:

• Configuring the Service correctly, including campaigns, commission rules, tracking scripts, integrations (such as your Stripe account), and approval settings, and keeping that configuration up to date.
• Reviewing and approving every commission and payout before you pay it, mark it paid, or confirm it through the Payout Service (see Section 4).
• Your communications and relationship with your affiliates, including answering their questions and resolving any disagreement with them about commissions, tracking, approval, or payment.
• Publishing terms for your affiliate program. Your program terms must (a) identify you as the party solely responsible for commissions and for operating the program, (b) state that PromoteKit provides software only, is not a party to the program, and has no liability to affiliates for commissions, tracking, or payouts, and (c) make PromoteKit a third-party beneficiary of those statements. Affiliates who sign up through a PromoteKit portal also agree to PromoteKit's Affiliate Terms, which say the same.
• Complying with the laws that apply to your business and your program, including advertising and endorsement rules (such as the FTC's Endorsement Guides and requirements that affiliates disclose their relationship with you), anti-spam, consumer protection, privacy and cookie-consent requirements on your websites, sanctions, and tax laws.
• Taxes and information reporting for any amounts you pay affiliates outside the Payout Service. Reporting for amounts paid through the Payout Service is described in the Payout Terms.
• Keeping your account credentials and API keys secure and for all activity under your account, organization, and API keys.

• Tracking is not guaranteed. Referral tracking and attribution depend on factors outside PromoteKit's control, including cookies and browser privacy features, ad and script blockers, device and browser changes, how and where you install tracking, data from Stripe and other integrations, and your configuration. Referrals, conversions, and commissions may therefore be missed, delayed, duplicated, or attributed differently than you or an affiliate expect.
• Calculations are based on your settings. Commission amounts shown in the Service are calculated from your configuration and the data available to PromoteKit. They are provided to help you administer your program and are not a determination that any amount is, or is not, owed.
• You must review before paying. You are responsible for auditing referrals, commissions, and payouts, and for confirming that each amount is accurate and owed before you pay it, mark it paid, or confirm it through the Payout Service. Your approval of a commission or payout is your decision, and PromoteKit is not responsible for amounts you approve.
• Reporting errors. If you believe the Service tracked or calculated something incorrectly, notify us at hello@promotekit.com within 60 days after the referral or commission was recorded (or, for a payout, within 60 days after it was made). Records you do not dispute within that period are considered accepted. For errors caused by the Service, PromoteKit will use reasonable efforts to correct the affected records where the underlying data allows; that is your sole remedy for tracking or calculation errors.

• Subscription fees are described on our pricing page or in your plan, are billed in advance through Stripe, and renew automatically until cancelled. Payout Service fees are described in the Payout Terms.
• Fees are non-refundable except where required by law or where we state otherwise in writing. Fees exclude taxes, which you are responsible for (other than taxes on PromoteKit's income).
• We may change our fees with at least 30 days' notice. Changes apply from your next billing period.
• If a payment fails, we may suspend paid features until it is resolved.

You may not use the Service (or allow your affiliates to use it) to: break the law or infringe anyone's rights; promote a business listed on Stripe's Prohibited and Restricted Businesses list; send spam or deceptive marketing; commit or facilitate fraud, including fake or self-referrals; upload malicious code; probe, overload, or interfere with the Service or its security; access another customer's data; or copy, resell, or reverse engineer the Service except as permitted by law. We may suspend access, remove content, or decline to process activity that we reasonably believe violates this Section.

• You own the data you and your affiliates submit to the Service and the data the Service collects on your behalf ("Merchant Data"). You grant PromoteKit a license to host, process, and use Merchant Data to provide, secure, support, and improve the Service, and to create aggregated, de-identified data that does not identify you or any individual.
• PromoteKit processes personal data in Merchant Data as your processor under our Data Processing Agreement, which forms part of these Terms. Our Privacy Policy describes how we handle personal data as a controller.
• You are responsible for having a lawful basis, and for giving any notices and obtaining any consents required, for the data the Service collects on your websites and apps (including tracking cookies) and for the data you share with PromoteKit.
• When you connect a Stripe or other third-party account, you authorize PromoteKit to access the data and perform the actions needed to provide the features you use.

The Service relies on and integrates with third-party services such as Stripe, PayPal, Wise, Webflow, and email and hosting providers. Their services are governed by their own terms, and PromoteKit is not responsible for their availability, accuracy, or acts and omissions, including outages, delayed or incorrect data, or changes to their products. Your use of the PromoteKit API and webhooks is subject to these Terms and our documentation; keep API keys confidential and rotate them if compromised.

PromoteKit owns the Service and all related software, content, and trademarks. Except for the limited right to use the Service under these Terms, no rights are granted to you. If you send us feedback or suggestions, we may use them without obligation to you.

The Service is provided "as is" and "as available". To the maximum extent permitted by law, PromoteKit disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy. PromoteKit does not warrant that the Service will be uninterrupted or error-free, that referrals, conversions, or commissions will be tracked or calculated completely or accurately, or that any affiliate program will achieve any result.

To the maximum extent permitted by law: (a) PromoteKit will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, commissions, business, goodwill, or data, even if advised of their possibility; and (b) PromoteKit's total liability arising out of or relating to the Service or these Terms, under any theory, will not exceed the greater of the fees you paid to PromoteKit (including Payout Service fees) in the 12 months before the event giving rise to the claim, or US $100.

These limits do not limit (i) your obligation to pay fees and amounts owed under the Payout Terms, (ii) your indemnity obligations, or (iii) PromoteKit's obligation, as described in the Payout Terms, to remit or return funds it actually received from you for a payout and has not yet transferred. They apply even if a remedy fails of its essential purpose, and do not apply where the law does not allow liability to be limited (for example, for fraud).

You will defend, indemnify, and hold harmless PromoteKit and its owners, officers, employees, and contractors from and against any third-party claim, demand, investigation, or proceeding (including by your affiliates, your customers, card networks, payment processors, or government authorities), and all related losses, damages, fines, and reasonable legal fees, arising out of or relating to: (a) your affiliate program, including any claim that commissions or payouts were earned, owed, tracked, calculated, approved, withheld, or paid incorrectly; (b) the acts or omissions of your affiliates; (c) Merchant Data or your websites, products, or marketing; (d) your violation of these Terms, the Payout Terms, or applicable law; or (e) any funding payment you dispute, reverse, or fail to complete. PromoteKit will notify you of the claim and may participate with counsel of its choice; you may not settle a claim in a way that imposes an obligation on PromoteKit without its written consent.

• These Terms apply for as long as you use the Service. You may stop using the Service and cancel your subscription at any time.
• We may suspend or terminate your access if you breach these Terms or the Payout Terms, fail to pay, create risk or legal exposure for PromoteKit or others, or if required by law or a payment partner. Where reasonable, we will give notice first.
• On termination, your right to use the Service ends. Funds held for payout batches are handled as described in the Payout Terms. You may export your data before termination; we may delete Merchant Data after a reasonable period. Sections 2, 3, 4, 10 through 12, and 15 through 18 survive termination.

We may change the Service over time. We may update these Terms; if a change is material, we will notify you by email or in the Service at least 30 days before it takes effect and may ask you to accept the updated Terms. Updated Terms do not apply to disputes that arose before they took effect. If you do not agree to a change, stop using the Service before it takes effect.

These Terms are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-laws rules. Subject to Section 16, the state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to their jurisdiction.

• Informal resolution first. Before starting a claim, the party raising it must email a description of the dispute to the other (for PromoteKit, hello@promotekit.com) and both parties will try in good faith to resolve it for 30 days.
• Binding arbitration. Any dispute arising out of or relating to the Service, these Terms, or the Payout Terms that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be held remotely or in Delaware, and judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Section.
• Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court for misuse or infringement of its intellectual property or unauthorized access to the Service.

Class-action and jury waiver: claims may be brought only in an individual capacity, not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or award class-wide relief. Both parties waive any right to a jury trial.

• Time limit. Any claim must be brought within one year after it arose, or it is permanently barred, to the extent permitted by law.
• Opt-out. You may opt out of arbitration within 30 days after first accepting these Terms by emailing hello@promotekit.com with your organization name and a clear statement that you opt out. Opting out does not affect any other part of these Terms.
• If the class-action waiver is found unenforceable for a claim, that claim will proceed in court under Section 15 and not in arbitration.

These Terms, together with the Payout Terms, the Data Processing Agreement, and any order form, are the entire agreement between you and PromoteKit about the Service and supersede prior agreements on that subject. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver. Except as expressly stated in these Terms, there are no third-party beneficiaries; in particular, your affiliates have no rights under these Terms. Notices to you may be sent to your account email; notices to PromoteKit must be sent to hello@promotekit.com.

Questions about these Terms can be sent to hello@promotekit.com.