Publisher Seller-of-Record Agreement

Last updated: May 31, 2026 (version 2026-05-31)

1. Overview

This Publisher Seller-of-Record Agreement ("Agreement") governs how publishers sell game keys through Performance Campaigns on the platform operated by CastPact LLC, an Idaho limited liability company ("CastPact"). You accept this Agreement when you complete publisher payment setup (Stripe Connect onboarding) as a condition of activating or selling on a Performance Campaign. This Agreement supplements, and is governed by, the CastPact Terms of Service, which are incorporated by reference. Capitalized terms not defined here have the meanings given in the Terms of Service. In the event of a conflict regarding Performance Campaign game-key sales, this Agreement controls, except that the dispute-resolution, arbitration, class-action-waiver, and governing-law provisions of the Terms of Service control over any conflicting provision in this Agreement or any document incorporated into it.

This Agreement is the formal written agreement between CastPact and the Publisher that establishes the limited payment-facilitation appointment described in Section 4.

2. Publisher Is the Seller of Record

For all game-key sales made through Performance Campaigns, the Publisher is the seller and merchant of record. CastPact provides payment facilitation, collects a platform fee, and does not take possession or control of the sale proceeds. The Publisher, not CastPact, is the counterparty to the buyer for the sale of the game key.

[Seller-of-record warranty to be supplied by fintech counsel. The Publisher will represent and warrant that it is the seller and merchant of record for each game-key sale and holds all rights, licenses, and authority required to sell the keys it lists. This descriptive placeholder is not legal advice and is not binding.]

3. How Payments Flow (Direct Charge)

When a buyer purchases a game key, the payment is created as a Stripe direct charge on the Publisher's own Stripe Connect account. The Publisher receives the sale proceeds directly. CastPact collects only a platform fee, taken as a Stripe application fee that Stripe routes from the charge. CastPact does not take possession or control of buyer funds at any point in the transaction.

To activate or sell on a Performance Campaign, the Publisher must hold a charges-enabled Stripe Connect account. A sale cannot proceed unless the Publisher is a charges-enabled seller of record.

4. Appointment of CastPact as Payment Facilitator

CastPact acts as the Publisher's payment facilitator for Performance Campaign game-key sales. CastPact facilitates the collection of the buyer's payment into the Publisher's connected account and facilitates refunds and dispute handling on that account, as described in this Agreement.

[Agent-of-payee appointment to be supplied by fintech counsel. The clause will (1) appoint CastPact as the Publisher's agent for the limited purpose of receiving buyer payments, (2) record that the Publisher holds CastPact out to buyers as accepting payment on the Publisher's behalf (with a corresponding payor-facing disclosure presented to the buyer at checkout), and (3) state that a buyer's payment to CastPact as agent discharges the buyer's payment obligation to the Publisher with no buyer risk of loss. This descriptive placeholder is not legal advice and is not binding.]

5. Creator Commission

For each game-key sale, the agreed creator commission is paid as a per-sale transfer on the Publisher's connected Stripe account. This commission transfer is funded from the Publisher's sale proceeds, not from a CastPact escrow balance. The remainder of the sale proceeds, after the creator commission and the CastPact platform fee, is retained by the Publisher.

The creator is an independent business and receives the per-sale commission transfer as independent-contractor income. Neither the Publisher nor CastPact is the creator's employer, and neither sets the creator's pay, hours, or manner and means of work. The creator's relationship is further described in the Terms of Service and the Campaign Agreement.

6. Refunds and Chargebacks

Refunds and chargebacks on game-key sales are charged to the Publisher's Stripe account, not to CastPact. CastPact facilitates the refund on the Publisher's connected account and reverses the related creator commission transfer. Any associated dispute or chargeback fees are charged to the Publisher's account. The Publisher bears the negative-balance backstop for refunds, chargebacks, and reversals arising from its sales.

Whether the platform fee is returned to the Publisher on a refund is governed by the then-current platform refund-fee policy. Buyer refund eligibility and timing are described in the Refund Policy.

The Publisher adopts the CastPact Refund Policy (or warrants and maintains its own refund policy that is no less protective and that complies with applicable law) and will honor refunds and key replacements as described there, including the "keys that do not work" remedy. The Publisher is responsible for displaying its refund terms through the CastPact storefront where required by applicable retail refund-policy-posting law.

The Publisher warrants that game-key sales are one-time purchases and that it will not enable any negative-option, automatic-renewal, free-trial-conversion, or other recurring billing through the platform without full compliance with the federal Restore Online Shoppers' Confidence Act and applicable state automatic-renewal laws.

7. Platform Fee

For Performance Campaign game-key sales, CastPact's platform fee is taken as an application fee deducted from each sale on the Publisher's account. This is distinct from Sponsored Campaigns, where the platform fee is charged to the Publisher on top of the campaign budget at funding. The applicable fee rate is the per-publisher fee override if one is set, otherwise the platform's configured game-key fee rate. Fee rates are subject to change with notice as described in Section 12.

8. Stripe Connect

All Performance Campaign payments and payouts are processed via Stripe Connect. You must complete Stripe Connect onboarding before selling game keys. By connecting Stripe, you agree to Stripe's Connected Account Agreement and applicable Stripe policies. CastPact does not store your banking information directly. All financial data is handled securely by Stripe.

9. Tax and Reporting

CastPact books only its application-fee income from Performance Campaign sales, not the gross sale revenue. Where the applicable federal threshold is met, Stripe issues a 1099-K to the Publisher for sales processed through the Publisher's connected account. CastPact does not issue a 1099-K for Performance Campaign game-key sales under this model. The Publisher is solely responsible for reporting and remitting any taxes arising from its sales. CastPact does not provide tax advice. Confirm all reporting obligations and thresholds with a qualified tax professional.

10. Sales and Use Tax

As the seller and merchant of record, the Publisher is responsible for determining the taxability of its game-key sales, registering where it has a tax collection obligation, and collecting and remitting any applicable sales, use, or similar transaction taxes. CastPact does not provide tax determination, collection, or filing services for the Publisher's sales. Any sales tax displayed on a sale is the Publisher's, collected on the Publisher's connected account, and any sales tax refunded is likewise the Publisher's.

[Marketplace-facilitator carve-out to be supplied by counsel. In any state where a marketplace-facilitator law assigns sales-tax collection to CastPact notwithstanding the direct-charge flow, the parties' allocation will be adjusted accordingly. CastPact does not represent that the Publisher bears sales-tax collection in all states. This descriptive placeholder is not legal advice and is not binding.]

[Tax representations, sales/use-tax indemnity, and 1099-NEC issuer attribution for creator commission transfers to be supplied by counsel. This descriptive placeholder is not legal advice and is not binding.]

11. Money-Transmission Posture

CastPact does not hold or control buyer funds for Performance Campaign sales. Buyer payments settle in the Publisher's own Stripe Connect account, and CastPact receives only an application fee routed by Stripe.

[Money-transmission and state-coverage disclosures to be supplied by fintech counsel, including any agent-of-payee exemption reliance and the states it covers. This descriptive placeholder is not legal advice and is not binding.]

12. Privacy Roles and Buyer Data

For buyer personal information collected in connection with key sales (including buyer email used for email-gated key delivery), the Publisher is the controller or business with respect to its own sales, and CastPact acts as the Publisher's service provider and payment-facilitating processor for the limited purposes of facilitating the sale, delivering the key, and handling refunds and disputes. Because key payments are processed as a Stripe direct charge on the Publisher's connected account, Stripe processes buyer payment-card data under that account and CastPact does not collect or store buyer payment-card numbers. Each party is responsible for its own breach-notification obligations under applicable law.

[Data processing addendum and service-provider terms to be supplied by counsel and incorporated by reference. This descriptive placeholder is not legal advice and is not binding.]

13. Advertising and FTC Compliance

As the advertiser and, for Performance Campaign sales, the seller of record, the Publisher holds primary responsibility under Section 5 of the FTC Act for the truthfulness of advertising claims relating to its games and for ensuring that creators it works with make clear and conspicuous disclosures of their material connections. The Publisher may not adopt a "set and forget" approach to creator content. The Publisher will not solicit, create, or permit fake, AI-generated, review-hijacked, undisclosed-insider, or sentiment-incentivized reviews or testimonials on the platform or on its storefront game pages.

[Advertiser-side FTC indemnification scope to be supplied by counsel. The Publisher will indemnify CastPact for advertiser-side FTC violations relating to its games, subject to the reciprocity limits in the Terms of Service. This descriptive placeholder is not legal advice and is not binding.]

14. Acceptance, Versioning, and Changes

You accept this Agreement at publisher payment setup by an affirmative action presented with this Agreement and the seller-of-record and agent-of-payee appointment. CastPact records the date and time of your acceptance, the version of this Agreement in effect at that time, and your identity, consistent with the federal E-SIGN Act and the Idaho Uniform Electronic Transactions Act. This version supersedes any prior version. CastPact may update this Agreement; material changes will be communicated via email or platform notification, and continued use of Performance Campaign selling after a change constitutes acceptance of the then-current version.

15. Governing Law and Disputes

This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-laws rules. Any dispute between you and CastPact arising out of or relating to this Agreement is subject to the binding arbitration, delegation, class-action waiver, governing-law, and venue provisions of the Terms of Service, which control over any conflicting provision in this Agreement.

16. Contact

For questions about this Agreement, contact payments@castpact.com. CastPact LLC is an Idaho limited liability company.