Terms of Use - Payment Services

PopflyTM Payment Services Terms of Use

Last Updated: 3/6/2026

In addition to Popfly’s General Terms of Service and Brand Platform Subscription Terms of Use (collectively, the “General Terms”) and all related Order Forms (together with the General Terms, the “Agreement”), entered into between Popfly and Client, if Client utilizes Popfly to facilitate payments to Creators that Client engages via the Platform (the “Payment Services”), Client’s use of the Payment Services is governed by and subject to these Popfly Payment Services Terms of Use (these “Payment Services Terms”), which form a part of the Agreement. Capitalized terms used but not defined in these Payment Services Terms will have the respective meanings assigned to them in the General Terms. IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT OR IF YOU DO NOT AGREE WITH THESE PAYMENT SERVICES TERMS, YOU MUST NOT ACCESS OR USE THE PAYMENT SERVICES.

1. Payment Services.

1.1. Payment of Creators. Subject to the terms and limitations set forth in these Payment Services Terms and the Agreement (including, but not limited to, Client’s maintenance of valid and up-to-date payment account information enabling Popfly to charge Client for the reimbursement of Creator Payments), Popfly shall, on behalf of Client, pay amounts owed by Client to Creators according to the compensation arrangement specified by Client within the Platform (each such payment, a “Creator Payment”). Popfly shall only initiate a Creator Payment after Client approves the making of such Creator Payment within the Platform. Once Client has approved a Creator Payment, such approval may not be retracted by Client. Client acknowledges and agrees that compensation arrangements between Client and any Creator engaged by Client shall be set forth in a Creator Agreement between Client and such Creator, and that Popfly is not a party to any Creator Agreement. All Creator Payments will be in U.S. dollars. For the avoidance of doubt, Popfly will not, and will have no obligation to, initiate any Creator Payments that have not been approved by Client within the Platform.

1.2. Pass-Through Processing Fees. Popfly shall pass through to Client the third-party payment processor fees incurred by Popfly to make Creator Payments on Client’s behalf(each such fee, a “Pass-Through Fee”). Pass-Through Fees are determined by the payment processor and are subject to change from time to time. Client can obtain the current Pass-Through Fees from Popfly upon request, or within a Payment Services Statement of Work, if applicable.

1.3. Reimbursement of Popfly. Client hereby agrees to reimburse Popfly for any and all Creator Payments made by Popfly on Client's behalf pursuant to Section 1.1 above, plus any applicable Pass-Through Fees. In order to utilize the Payment Services, Client shall maintain valid credit card or other payment account information with Popfly, and hereby authorizes Popfly to immediately charge such credit card, or other payment account Client has on file with Popfly (as required in Section 5.2 of the Brand Platform Subscription Terms of Use), for any Creator Payments made and applicable Pass-Through Fees incurred by Popfly. If a payment cannot be charged to Client’s credit card or other payment account, or if a charge is canceled, charged back, or reversed for any reason, or if Client fails to maintain valid, up-to-date payment information, Popfly reserves the right to immediately suspend Client’s access and account without notice. Any failure by Client to maintain valid, up-to-date payment information with Popfly or to keep Client’s payments current will constitute a material breach of the Agreement, for which Popfly may also take any other action as provided in the Agreement.

1.4. Client Responsibilities. Client will (a) ensure that the details of all compensation arrangements with Creators, as permitted by the Platform, are complete and accurate in the Platform; (b) make all compensation arrangements with Creators in U.S. dollars; (c) promptly review and approve, consistent with the terms of the applicable Creator Agreement, any work performed or deliverables created for which Client will direct Popfly to make a Creator Payment; (d) promptly, and in any event no more than two (2) business days after approval of the relevant work/deliverable, approve the corresponding Creator Payments within the Platform, and (e) provide, in a timely manner, other cooperation, information and feedback as is reasonably necessary for Popfly to process Creator Payments.

1.5. No Post Payment Obligations. Once Popfly has issued a Creator Payment that has been approved by Client within the Platform, Popfly shall have no further obligations related to such Creator Payment. If, after Popfly has issued a Creator Payment, Client believes that a Creator has breached the applicable Creator Agreement, that a Creator is not owed the amounts paid in a Creator Payment, or there is any other post-Creator Payment dispute between Client and a Creator, Client must engage with the Creator directly in any attempt to resolve the conflict and/or seek a remedy. Popfly shall have no obligation to claw back any Creator Payment, or to refund Client for any Creator Payment, unless such Creator Payment was made by Popfly without the approval of Client. Popfly may, in its sole and absolute discretion, choose to assist Client in facilitating the resolution of disputes between Client and a Creator regarding the processing of a Creator Payment, provided, however, that Popfly has no obligation to do so, and Popfly does not assume any responsibility or liability as a result of offering or providing such assistance. Without limiting the foregoing, if Client requests, and Popfly agrees to provide, any assistance or support related to a Creator Payment dispute, Client agrees to reimburse Popfly for Popfly’s reasonable costs and expenses associated with such assistance or support, including, without limitation, all reasonable attorneys’ fees.

1.6. No Set Off. Client’s obligation to reimburse Popfly for Creator Payments and Pass-Through Fees shall be absolute and unconditional, and shall not be subject to any set-off, discount, counterclaim, or reduction, including for any present or future claim by Client under these Payment Services Terms or the Agreement, or for any present or future claim by Client against a Creator.

2. Support; Records; Tax Forms. Popfly shall direct to Client any Creator inquiries and questions related to the Creator Agreement and/or the Creator’s relationship with Client. Popfly will maintain reasonable records of the Creator Payments made on behalf of Client (for a period of one (1) year) and will provide Client with such records on written request by Client. Popfly will provide to Client any 1099-NEC tax forms made available to Popfly by the Creators for whom Popfly has made Creator Payments on behalf of Client, provided, however, that Client acknowledges and agrees that (i) any 1099-NEC tax forms are provided by Popfly as a courtesy, and Popfly does not guarantee the appropriateness of such forms, or the accuracy or completeness of any such forms; (2) Client is solely responsible for ensuring that relevant information and forms provided by Creators are complete and accurate; and (3) it is Client’s sole responsibility to review any tax forms that are provided by Popfly to ensure their appropriateness and accuracy.

3. Disclaimers. Without limiting anything in the Agreement, Client acknowledges that Popfly acts solely as a payment facilitator based on Client-approved payment instructions, and Popfly does not determine Creator Payment amounts or payment terms, or Client’s or any Creator’s tax obligations with respect to any Creator Payments.

4. Indemnity. In addition to Client’s indemnification obligations set forth in Section 9 of the General Terms of Service and Section 8.2(b) of the Brand Platform Subscription Terms of Use, Client shall also indemnify, defend, and hold harmless Popfly from any and all costs, losses, expenses (including reasonable attorneys’ fees and other litigation expenses, as well as collection agency costs) and Claims incurred in connection with or in any way arising out of (i) Client’s actual or alleged breach of these Payment Services Terms, or (ii) any Creator Payments, except where Client can demonstrate by clear and convincing evidence (a) gross negligence or willful misconduct by Popfly in making a Creator Payment, or (b) that Client did not approve the applicable Creator Payment made by Popfly.