1. Who we are
The Rekomi service (“Rekomi”, the “Service”) is operated by Uplup Inc.(“Uplup”, “we”, “us”, “our”), a corporation with its principal place of business at:
Uplup Inc.
382 NE 191st St, PMB 836716
Miami, FL 33179-3899
United States
By creating an account or using the Service you agree to these Terms of Service (the “Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
These Terms are written primarily for Brands. If you use Rekomi as an affiliate or creator, the Affiliate Terms also apply to you and govern how you are paid; where the Affiliate Terms address a matter specific to affiliates, they control for that matter.
2. Definitions
Rekomi is a two-sided platform. To keep these Terms clear:
- Brand: a customer that runs one or more affiliate programs on Rekomi.
- Affiliate (or “Creator”): a person or entity that promotes a Brand’s products in exchange for commission, and whose participation is managed through Rekomi.
- Customer: an end customer of a Brand whose purchase may be attributed to an Affiliate.
- Customer Content: data, creative assets, links, text, and other materials you upload to or generate through the Service.
- Network: Rekomi’s curated creator network, where it is made available.
3. The Service
Rekomi is affiliate management software for SaaS, AI, and subscription businesses. The Service includes affiliate tracking and attribution, commission management, affiliate payouts via Stripe Connect and manual mark-as-paid records, an AI co-pilot, a hosted Model Context Protocol (MCP) server, a public REST API, outbound webhooks, third-party integrations, affiliate broadcasts, and (where available) access to the Network. We may add, modify, or remove features over time as described in these Terms.
4. Account and eligibility
You must be at least 18 years old to use Rekomi. You are responsible for keeping your account credentials safe and for all activity under your account. You agree to provide accurate information and to keep it current. Notify us promptly at support@rekomi.com of any unauthorized use of your account. We are not liable for losses arising from your failure to safeguard your credentials.
5. Acceptable use
You agree not to, and not to permit any Affiliate or third party to:
- run programs that incentivize illegal activity, defraud users, or mislead Customers;
- harvest or process personal data without a lawful basis or required consent;
- send unsolicited bulk communications (spam) or violate applicable anti-spam law;
- generate fake clicks, conversions, accounts, or other forms of attribution fraud;
- reverse engineer, scrape, or attempt to gain unauthorized access to the Service or its underlying systems;
- interfere with, overload, or disrupt the Service, including circumventing rate limits or security controls;
- use the Service to transmit malware or infringe the intellectual property or other rights of any party;
- resell, sublicense, or provide the Service to third parties except as expressly permitted.
We may investigate suspected violations and may suspend or terminate access for material or repeated breaches.
6. Brand and Affiliate responsibilities
Rekomi provides the tools that connect Brands and Affiliates; it is not a party to the commercial relationship between them. Brands are responsible for the design of their affiliate programs, their commission terms, the approval and rejection of Affiliates, the accuracy of payout amounts, and the lawfulness of the offers they promote. Affiliates are responsible for how they promote a Brand’s products and for complying with the Brand’s program terms and applicable law. Each Affiliate chooses a referral slug that identifies them in their tracking links across every Brand they promote; this slug is a public identifier and must not impersonate any Brand, trademark, person, or other user, and must not be offensive, deceptive, or unlawful. Rekomi may reset or reclaim a referral slug that violates this provision. Disputes between a Brand and an Affiliate are between those parties; Rekomi is not responsible for resolving them and does not guarantee any commission, conversion, or payout outcome. Where a Brand imports historical affiliate, conversion, commission, or customer-attribution data from a previous platform, the Brand represents that it has a lawful basis to transfer and process that data, that the data is accurate, and that any commissions it marks for payout through Rekomi are genuinely owed and not already settled elsewhere; Rekomi imports the records as instructed and is not responsible for the accuracy or lawfulness of the source data.
7. Affiliate marketing and advertising compliance
Affiliate and influencer marketing is regulated. Brands and Affiliates are solely responsible for complying with all applicable advertising, endorsement, and consumer-protection laws, including the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255) and equivalent rules in other jurisdictions. This includes making clear and conspicuous disclosures of material connections between Affiliates and Brands. Rekomi does not monitor or guarantee the compliance of any Brand or Affiliate and is not responsible for their advertising practices.
8. Communications and anti-spam
The Service lets Brands send broadcasts and other communications to their Affiliates. You are responsible for ensuring that every communication you send through Rekomi complies with applicable law, including the U.S. CAN-SPAM Act, Canada’s CASL, and the GDPR/ePrivacy rules where they apply. You must have a lawful basis to contact each recipient, must honor unsubscribe and opt-out requests, and must include any sender identification and physical address required by law. You may not use the Service to send unlawful, deceptive, or unsolicited bulk email.
9. Fees and billing
You will be charged according to the plan you select. Plans are billed monthly or annually in U.S. dollars as configured, and renew automatically until cancelled. In addition to your subscription, Rekomi charges a platform fee on the affiliate payouts it facilitates, currently 3% of each payout (2.5% on the Enterprise plan); a standard withdrawal and processing fee is deducted from the affiliate at payout. When a Brand runs a payout, the Brand funds that payout run, including the applicable platform fee, through its authorized payment method, and underlying payment-processor fees also apply. Rekomi may change these fee rates on a prospective basis with notice as described in these Terms. Fees are exclusive of taxes, and where Rekomi is required to collect sales tax, VAT, or GST, that amount is added to your charge. You authorize us and our payment processor to charge your payment method on a recurring basis. You may cancel at any time via the Stripe Customer Portal; cancellation stops future renewals and takes effect at the end of the current billing period. If you installed Rekomi through the Shopify App Store, your subscription and the platform fee are billed through Shopify’s Billing API on your Shopify invoice instead of Stripe, subject also to Shopify’s terms; in that case you cancel by uninstalling the Rekomi app from your Shopify admin, which stops future charges, and you manage that subscription in Shopify rather than the Stripe Customer Portal. Except as set out in our Refund Policy, fees are non-refundable.
10. Affiliate payouts
Rekomi facilitates affiliate payouts through Stripe (Stripe Connect, with affiliates onboarding via Stripe Express) and, where available, PayPal. Affiliate payouts run through Rekomi as the payer of record for the payout run: the Brand funds each payout run, Rekomi deducts its platform fee (currently 3% of the payout, 2.5% on Enterprise) and the affiliate’s standard withdrawal and processing fee, and the net amount is paid out to the Affiliate; Rekomi also handles global payout disbursement and related tax reporting. Rekomi is not a bank or money transmitter, does not hold funds on your behalf beyond the brief period required to settle a payout run, and does not guarantee the timing or success of any transfer, which depends on Stripe or PayPal and the receiving institution. You are responsible for the accuracy of payout amounts, recipient details, and the underlying commission obligations. Affiliate payouts are governed by the agreement between the Brand and the Affiliate, not by Rekomi.
11. Tax handling
Rekomi provides a 1099-NEC candidate CSV export and related reporting to help Brands meet tax-reporting obligations. You are responsible for determining your tax obligations and for filing all required forms with the IRS and any equivalent authority. Rekomi does not file tax forms, withhold taxes, or provide tax, accounting, or legal advice on your behalf.
12. Intellectual property
The Service, including its software, design, documentation, and the Rekomi name and logos, is owned by Rekomi and protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription. We reserve all rights not expressly granted. You may not use our trademarks without our prior written permission, except to factually identify Rekomi as a service you use.
13. Customer Content
As between you and Rekomi, you own your Customer Content, including your Customer data and your affiliate data. You grant Rekomi a worldwide, non-exclusive license to host, store, process, transmit, display, and adapt Customer Content solely to provide and improve the Service, to enable the features you use, and as otherwise instructed by you. You represent that you have the rights and permissions necessary to provide Customer Content and that it does not infringe any third-party rights or violate any law. We process personal data within Customer Content as a processor under our Data Processing Addendum.
14. Third-party services
The Service integrates with third-party services, including Stripe (payments and payouts), Clerk (authentication), Cloudflare, Resend (email), our managed database provider, Anthropic (AI features, opt-in), and the email, CRM, and automation platforms you choose to connect. Your use of a third-party service is governed by that provider’s own terms, and Rekomi is not responsible for third-party services or for data you direct us to send to them. A current list of our sub-processors is published in our Trust center.
15. AI features
Rekomi offers AI-assisted features, including the AI co-pilot and the hosted MCP server, built on third-party AI providers. AI output may be inaccurate or incomplete; you are responsible for reviewing it before relying on or acting on it. We do not use your data to train AI models without your explicit consent. You must not use the AI features to generate unlawful, infringing, or deceptive content, or in violation of the underlying AI provider’s acceptable-use policies.
16. Data ownership and privacy
You own your Customer data and your affiliate data. Rekomi processes that data on your behalf as a processor under the Data Processing Addendum at /legal/dpa, and our handling of personal data is described in our Privacy Policy. We do not sell your data. Where the DPA conflicts with these Terms on matters of personal data processing, the DPA prevails.
17. Confidentiality
Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will use that information only to perform under these Terms and will protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known, is independently developed, or is required to be disclosed by law (with notice where permitted).
18. Service availability and support
We aim for 99.9% monthly uptime and provide support by email at support@rekomi.com, with priority and dedicated channels on higher-tier plans. We may perform maintenance and may modify or discontinue features; we will use reasonable efforts to give notice of material changes that adversely affect core functionality. The 99.9% figure is a target, not a guarantee; any binding service-level commitment or service credit applies only where separately agreed in a written agreement.
19. Beta and new features
We may offer features identified as beta, preview, early access, or similar (“Beta Features”), including the Network where it is still rolling out. Beta Features are provided “as is”, may change or be withdrawn at any time, are excluded from any availability commitment, and may be subject to additional terms. Use of Beta Features is at your discretion.
20. Warranties and disclaimers
The Service is provided “as is” and “as available”. To the maximum extent permitted by law, Rekomi disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, that attribution will be complete, or that any commercial result, conversion, or payout will be achieved. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the exclusions apply to the maximum extent permitted.
21. Indemnification
You will defend, indemnify, and hold harmless Rekomi and its officers, employees, and agents from any third-party claim, loss, or liability (including reasonable legal fees) arising out of your Customer Content, your affiliate programs, your or your Affiliates’ promotional or advertising practices, your violation of these Terms, or your violation of any law or third-party right. We will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights. The indemnifying party’s obligations are conditioned on prompt notice, reasonable cooperation, and control of the defense.
22. Limitation of liability
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility. Rekomi’s total aggregate liability for any and all claims arising out of or relating to the Service or these Terms is limited to the amount you paid Rekomi in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to liability that cannot be limited under applicable law.
23. Term, suspension, and termination
These Terms apply while 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 materially breach these Terms, fail to pay, create risk or legal exposure for us, or use the Service in a way that may harm other users or third parties; where practical and lawful, we will give notice and an opportunity to cure. On termination, your right to use the Service ends. We make your Customer Content available for export for 30 days after termination, after which it is deleted in accordance with our DPA and Privacy Policy. Sections that by their nature should survive termination (including fees accrued, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and dispute resolution) survive.
24. Export controls and sanctions
You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You agree not to use the Service in violation of U.S. export-control or economic-sanctions laws, including by directing payouts to sanctioned persons or jurisdictions.
25. Dispute resolution and arbitration
Please contact us first at support@rekomi.com so we can try to resolve any dispute informally. If we cannot, you and Rekomi agree that any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered in Miami-Dade County, Florida under the rules of a recognized arbitration body, rather than in court, except that either party may bring an individual claim in small-claims court or seek injunctive relief to protect intellectual property or confidential information. To the extent permitted by law, disputes will be resolved only on an individual basis, and class, collective, or representative actions are waived. If this class-action waiver is found unenforceable, the arbitration agreement is void for that dispute. You may opt out of this arbitration agreement by emailing support@rekomi.com within 30 days of first accepting these Terms.
26. Governing law
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-law principles. Subject to Section 25, the state and federal courts having jurisdiction over Miami-Dade County, Florida have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to personal jurisdiction and venue there.
27. Changes to these Terms
We may update these Terms from time to time. We announce material changes to existing customers by email at least 30 days in advance. The “Updated” date above reflects the current version. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.
28. General
These Terms, together with the documents they reference (including the Affiliate Terms, Privacy Policy, DPA, Acceptable Use Policy, Refund Policy, and Cookie Policy), are the entire agreement between you and Rekomi regarding the Service and supersede prior agreements on that subject. If any provision is held unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. 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. Notices to you may be sent to the email on your account; notices to us should be sent to the address in Section 1 or to support@rekomi.com.
29. Contact
Questions about these Terms:
Uplup Inc., 382 NE 191st St, PMB 836716, Miami, FL 33179-3899, United States
support@rekomi.com