Terms of Service

These Terms of Service (the “Terms”) are a binding legal agreement between you and PrivateCheckout.App (“Private Checkout,” “we,” or “us”) governing your use of the Private Checkout service offered at privatecheckout.app and any related products, websites, or APIs (collectively, the “Service”).

By creating an account, embedding the widget on your store, or using the Service in any other way, you agree to these Terms. If you do not agree, do not use the Service.

These Terms include an arbitration agreement and class-action waiver in Section 19 that affect your legal rights. Please read them carefully.

1. Definitions

• “Customer” means an end consumer who purchases goods or services from a Merchant via the Service.
• “Merchant” means a business that has registered for a Private Checkout account to accept payments through the Service.
• “Order” means a Customer's purchase processed through the Service.
• “Stripe” means Stripe, Inc., our payment-processing partner.
• “Subprocessor” means any third-party provider listed in our Privacy Policy (e.g., Stripe, Shippo, Resend, Vercel, Neon).

2. Description of the Service

Private Checkout provides a privacy-preserving checkout layer for e-commerce stores. Customers complete payment through a Private Checkout-hosted page; Private Checkout collects, encrypts, and stores Customer shipping information; Private Checkout generates a prepaid shipping label using a third-party shipping provider; the Merchant receives the order, the merchant payout, and the prepaid label — but not the Customer's personal information.

Private Checkout is the merchant of record for transactions processed through the Service. Stripe processes payments on behalf of Private Checkout using destination charges, with funds transferred to the Merchant's connected Stripe account net of the platform fee described in Section 7.

3. Eligibility

To use the Service, you must:

• be at least 18 years of age;
• have the legal capacity and authority to enter into these Terms, including, if you are signing on behalf of a business, the authority to bind that business;
• not be located in, under the control of, or a national or resident of any country or region that is the subject of U.S. comprehensive sanctions, and not be on any U.S. government restricted-party list.

4. Merchant accounts

4.1 Registration

To accept payments through the Service, you must create a Merchant account by providing accurate, current, and complete information, including the business name and a contact email. You are responsible for maintaining the confidentiality of your password and for all activity that occurs under your account.

4.2 Stripe Connect onboarding

To receive payouts, you must connect a Stripe account to your Private Checkout account. By doing so, you agree to be bound by Stripe's Connected Account Agreement and other applicable Stripe terms, in addition to these Terms. If Stripe restricts or terminates your Connected Account, your ability to use the Service will be similarly affected.

4.3 Shipping setup

To accept orders, you must provide a valid ship-from address, contact email, contact phone number, and default parcel dimensions. You represent that the ship-from address is a location from which you are authorized to dispatch the goods sold through the Service.

4.4 Account security and notifications

You agree to notify us promptly at support@privatecheckout.app of any unauthorized use of your account or other security incident affecting your account.

5. Customer accounts

Customers may optionally create a Private Checkout account to track Orders placed at any participating Merchant. Customer accounts are subject to these Terms and the Privacy Policy. A Customer account does not establish a direct contractual relationship between the Customer and any Merchant; the underlying purchase contract is between the Customer and the Merchant.

6. The Service's privacy commitment

Private Checkout encrypts Customer name, email address, and shipping address using AES-256-GCM before storing those fields. The encryption key is held only by Private Checkout. Merchants do not receive plaintext access to any of those fields; Merchants receive only the encrypted ciphertext (which they cannot decrypt) plus the data necessary to fulfill the Order — line items, shipping label URL, tracking number, and money flow details. This commitment is described more fully in our Privacy Policy.

Merchants agree not to attempt to circumvent this privacy commitment, including by attempting to reverse-engineer ciphertext, by attempting to access Private Checkout systems beyond the Merchant dashboard, or by induced contact with Customers using contact information acquired through unauthorized means.

7. Fees, payments, and payouts

7.1 Customer-paid premium

Each Order processed through the Service includes a Private Checkout fee equal to five percent (5%) of the Merchant's product subtotal, capped at a maximum of fourteen U.S. dollars ($14) per transaction. The fee is charged to the Customer in addition to the Merchant's listed price. The Merchant's listed price is paid in full to the Merchant.

7.2 Merchant rebate

Of the Private Checkout fee collected on each Order, Private Checkout rebates one and one-half percent (1.5%) of the Merchant's product subtotal back to the Merchant as a usage incentive (the “Merchant Rebate”). The Merchant Rebate scales proportionally when the Private Checkout fee is capped under Section 7.1.

7.3 Application fee

For each Order, the application fee retained by Private Checkout equals the Customer-paid premium minus the Merchant Rebate. Stripe processing fees are deducted from the application fee unless otherwise required by Stripe.

7.4 Payouts

Funds are transferred to the Merchant's connected Stripe account on Stripe's standard payout schedule. The amount transferred per Order equals the Merchant's subtotal plus the Merchant Rebate, less any reversals or adjustments described in Section 8.

7.5 Pricing changes

Private Checkout may change fees, the Merchant Rebate rate, or the fee cap from time to time. We will provide at least thirty (30) days' advance notice of any change that increases fees or reduces the Merchant Rebate. Continued use of the Service after the effective date of a change constitutes acceptance of the change.

8. Refunds, cancellations, and chargebacks

Refunds and cancellations are processed through the Service via Stripe. When an Order is refunded:

• the Customer-paid premium is refunded in full to the Customer;
• the Merchant Rebate previously credited to the Merchant is reversed;
• the Merchant subtotal is debited from the Merchant's Stripe balance.

Chargebacks initiated by the Customer's card issuer are handled in accordance with Stripe's chargeback procedures. Merchants are responsible for the underlying obligation to deliver the goods sold; Private Checkout's role is limited to processing the transaction and generating the shipping label. Persistent chargeback rates above industry norms may result in suspension of the Merchant's account.

9. Shipping and label generation

Private Checkout generates shipping labels through one or more third-party shipping providers (currently Shippo). The Merchant is responsible for physically picking, packing, and dispatching each Order in a timely manner using the prepaid label provided. Private Checkout does not warehouse, pick, or pack goods.

The Merchant represents that all goods sold through the Service comply with the carrier's prohibited-items policy and all applicable laws (including export controls, hazardous-materials regulations, and import-permit requirements at the destination). Private Checkout disclaims all liability for damages, fines, or seizures arising from the Merchant's shipment of prohibited or non-compliant goods.

10. Acceptable use

You agree not to use the Service to:

• sell goods or services that are illegal in the jurisdiction of the Merchant or the Customer, including controlled substances, firearms restricted under applicable law, counterfeit goods, stolen property, or content depicting the sexual exploitation of minors;
• engage in money laundering, terrorist financing, sanctions evasion, or any activity prohibited by applicable anti-money-laundering laws;
• transmit malware, attempt to gain unauthorized access to the Service, scrape Service data outside of permitted Merchant dashboard or API access, or otherwise interfere with the security or integrity of the Service;
• impersonate another person or entity, or misrepresent your affiliation;
• violate any third party's intellectual property, publicity, or privacy rights;
• use the Service in any manner that would expose Private Checkout, its Customers, or its other Merchants to legal, financial, or reputational harm.

Private Checkout reserves the right to refuse, suspend, or terminate accounts found to be in violation of this section.

11. Intellectual property

Private Checkout retains all right, title, and interest in and to the Service, including all software, content, design, trademarks, and other intellectual property. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in connection with your Merchant business or as a Customer.

You retain all right, title, and interest in your own content (e.g., product names, descriptions, business name). You grant us a non-exclusive, worldwide, royalty-free license to host, display, and process your content as necessary to provide the Service.

12. Confidentiality

Each party may receive non-public information of the other in connection with the Service. The receiving party will use such information only to perform its obligations under these Terms and will protect it with the same degree of care it uses for its own confidential information of like kind (and no less than reasonable care). This obligation does not apply to information that is publicly available through no fault of the receiving party, independently developed without reference to the disclosing party's information, or required to be disclosed by law.

13. Third-party services

The Service relies on Stripe, Shippo, and other third-party providers. Your use of those providers is subject to their own terms of service. Private Checkout is not responsible for the performance, availability, or actions of any third-party provider, and disclaims all liability for any damages caused by the failure of, or breach by, a third-party provider.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIVATE CHECKOUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRIVATE CHECKOUT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA YOU TRANSMIT WILL BE SECURE OR NOT LOST.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIVATE CHECKOUT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PRIVATE CHECKOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, PRIVATE CHECKOUT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES RETAINED BY PRIVATE CHECKOUT FROM YOUR ORDERS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the foregoing limitations will apply to the maximum extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless Private Checkout, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service in violation of these Terms or applicable law; (b) the goods or services you sell through the Service, including any product liability, regulatory, or consumer-protection claim brought by a Customer; (c) your violation of any third party's rights; or (d) any chargeback, refund, or fine attributable to your conduct.

17. Term and termination

These Terms remain in effect until terminated. Either party may terminate the Merchant's use of the Service at any time, with or without cause, by giving written notice (email is sufficient). Private Checkout may suspend or terminate the Service immediately and without notice if we believe, in good faith, that you have violated Section 10 (Acceptable Use), exposed the Service to a security risk, or violated applicable law.

Upon termination: (a) your right to use the Service ends immediately; (b) outstanding payouts will be processed in accordance with Stripe's payout schedule; (c) Sections 6, 7, 11–16, 18, and 19 survive termination.

18. Modifications to the Service or Terms

We may modify the Service at any time, including by adding, removing, or changing features. We may also update these Terms from time to time. The effective date at the top of this page reflects the most recent revision. For material changes, we will provide reasonable advance notice — by posting a banner on the Service, by emailing the address on file, or both. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

19. Governing law and dispute resolution

These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws principles, and by applicable U.S. federal law.

Mandatory arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved through good-faith informal negotiation within thirty (30) days will be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in [CITY, STATE], in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. All claims must be brought in the parties' individual capacity. Neither party may bring or participate in a class, consolidated, or representative action.

Exception for injunctive relief. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for the protection of intellectual property rights or confidential information.

20. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and any agreements you accept with our subprocessors (e.g., Stripe), constitute the entire agreement between you and Private Checkout regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce any provision is not a waiver of the right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate, successor, or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemics, labor disputes, or failures of third-party providers.
• Notices. Notices to Private Checkout must be sent to legal@privatecheckout.app or to [BUSINESS MAILING ADDRESS]. Notices to you may be sent to the email address associated with your account.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21. Contact

For questions about these Terms, email legal@privatecheckout.app.