1. Who this agreement is for

This Platform Agreement (“Agreement”) is between Apex, Inc. (“Apex”) and any customer that runs a partner program using Apex's platform (“Merchant,” “you”). It supplements the master Terms of Service that govern all use of Apex; where the two documents conflict on partner-program matters, this Agreement controls.

By creating a partner program in your Apex dashboard, you agree to this Agreement.

2. Apex's role

Apex provides the following as part of the partner-program product:

Infrastructure to create, manage, and track partner programs.
Apex Links (branded short URLs with deferred deep linking + QR codes).
Conversion tracking via the mobile SDK, web snippet, or server-to-server API.
Multi-event commission rules (CPA, revenue share, recurring subscription commissions) with optional time-bounded promotional bonuses.
Coupon code tracking and attribution via Stripe Promotion Code sync, webhook ingestion, or manual assignment.
A Stripe Connect integration for payouts to partners.
A partner-facing portal where partners see their earnings and manage their Stripe account.

Apex is NOT the payor of record for partner payouts. Stripe, Inc. is the licensed money transmitter handling all cash flow between your platform balance and the partner's account.

3. Your obligations

As a Merchant, you:

Maintain a valid Stripe Standard or Connect account capable of funding payouts to your partners. Apex does not advance funds on your behalf.
Set commission structures in good faith and honor them. You may change a structure prospectively; changes do not affect conversions already approved.
Approve or reject conversions within 30 days of their occurrence. Conversions older than 30 days default to approved unless flagged for fraud.
Comply with all applicable laws in the jurisdictions your partners operate in.
Accept responsibility for the FTC disclosure obligations of your partners when you've instructed or incentivized specific promotional behavior.

4. Platform fees

Apex charges the following fees on partner payouts:

Payout processing fee: the then-current rate shown in the dashboard. The posted rate is 2% of the payout amount plus $0.50 per transfer, unless an Order Form or workspace setting sets a different rate. This is collected as a Stripe application fee and deducted from your platform balance before funds are transferred to the partner.
Pass-through Stripe fees: Stripe's Express payout fee ($0.25 + 0.25% per standard payout) is paid by Apex and not re-billed to you. Instant-payout fees (1% + $0.50) are billed to the partner, not you.
Currency conversion: if you pay partners in a non-USD currency, Stripe charges approximately 2% FX spread. This is passed through to the payout currency.

Fees are subject to change with 30 days' notice via email. Existing pending payouts at the time of a fee change will be processed at the previous rate.

5. Cross-merchant activities

Partners who join your program may also participate in other Merchants' programs on Apex. You do not have exclusive rights to any partner unless both you and the partner sign a separate exclusivity agreement.

Apex may operate its own partner program and invite any partner on the Apex platform to participate, including those in your program. You may not restrict Apex's ability to communicate with partners through our platform emails unless you have executed an enterprise-level agreement that includes a non-solicitation clause.

6. Fraud and disputes

Apex automatically flags conversions that meet fraud heuristics (click flooding, device-farm signals, reattribution windows beyond your configured limits, geo mismatch, etc.). You retain final approval authority on all flagged conversions.

If a partner engages in fraud, you may report them to Apex at fraud@apex.inc. Apex will investigate and, if warranted, disable the partner across all programs on the platform. You are not automatically refunded for unapproved fraudulent conversions; you retain the right not to approve them.

7. Tax reporting

Stripe issues tax forms (1099-K, 1099-NEC, international equivalents) directly to partners. You do not need to issue your own 1099s for payouts facilitated through Apex + Stripe Connect. You retain any reporting obligations that arise from non-payout compensation to partners (free products, bonuses paid outside Apex, etc.).

8. Data residency and processing

Partner data (contact information, payout history, conversion records) is processed in the region where your Apex account is provisioned. For GDPR-subject partners, the Apex Data Processing Agreement applies. Stripe is a sub-processor; see /legal/sub-processors.

9. Termination

You may terminate your partner program at any time via the dashboard. Upon termination:

All active partner links are immediately disabled.
Pending conversions remain eligible for approval for 30 days.
Approved conversions continue to be paid out per the normal schedule.
Platform fees already incurred are non-refundable.

Apex may terminate your program immediately for breach, fraud, or regulatory concerns, in which case any pending obligations to partners remain yours to settle.

10. Liability

Apex's total liability under this Agreement is limited to the fees you paid to Apex under this Agreement in the 12 months preceding the claim. Apex is not liable for any amounts owed by you to your partners. Those obligations are solely yours. The indemnification, disclaimer, arbitration, and class-waiver terms in the Terms of Service apply to this Agreement.

11. Changes

We may update this Agreement. Material changes take effect 30 days after we email you; continued use of the partner-program features after the effective date constitutes acceptance.

12. Contact

Questions? Contact legal@apex.inc.