Escrow and Payments Terms

1. Overview and Roles

1.1 Ledger currency. All Wallet balances, holds, Fees and payouts are recorded and settled in United States dollars (USD). Amounts shown in other currencies are estimates converted at third-party reference rates that CouthActs refreshes periodically; CouthActs does not guarantee them. A budget entered in another currency is converted to USD when the Job is posted, and the USD amount is what is held and paid.

1.2 Not a bank. CouthActs Incorporated ("CouthActs") is not a bank, trust company, escrow agent licensed under any escrow law, or money transmitter, and the Wallet is not a deposit or bank account. Wallet balances and held funds do not earn interest and are not insured by the Federal Deposit Insurance Corporation or any other government scheme. Funds are held in accounts maintained by CouthActs' payment processor, Stripe, for the benefit of CouthActs and its Users' transactions.

1.3 What "Escrow" means here. "Escrow" in the Services means a contractual hold that CouthActs places on a Customer's funds for a specific Job or Booking and releases or returns under these Payments Terms. It is not a regulated escrow, trust or fiduciary arrangement, and CouthActs does not act as a fiduciary for any User.

1.4 Limited payment collection agent (Marketplace Services). For Jobs provided as Marketplace Services, each Provider appoints CouthActs as its limited agent solely to receive payments from Customers for Transport Services booked through the Services and to remit them to the Provider under these Payments Terms. A Customer's payment obligation to a Provider for a Booking is fully satisfied when the agreed amount is held for that Booking under Section 4. The Provider has no claim against the Customer for an amount that CouthActs has received for a Booking, and its sole recourse for such amounts is against CouthActs under these Payments Terms. CouthActs does not guarantee payment for amounts it has not received or that are returned to the Customer under these Payments Terms.

1.5 Freight Jobs (licensed property broker). From the Brokerage Effective Date, for Freight Jobs CouthActs collects the Carrier's accepted price from the Customer as a licensed property broker and pays it to the Carrier under the Broker-Carrier Agreement, less the escrow fee, which is CouthActs' brokerage compensation from the Carrier. The Customer's payment obligation for the transportation is fully satisfied when the agreed amount is held for the Booking, and the Carrier has agreed to look only to CouthActs, and not to the Customer, consignor or consignee, for payment. CouthActs maintains the US$75,000 financial security described in Section 3.3 of the Terms for claims arising from its failure to pay freight charges. CouthActs' compensation for each brokered Freight Job is recorded and may be reviewed as described in Section 3.5 of the Terms.

2. The Wallet

2.1 Top-ups. Customers fund their Wallet by card through Stripe Checkout. The minimum top-up is US$5.00 and the maximum single top-up is US$50,000.00. CouthActs does not charge a fee to top up; your card issuer may charge foreign transaction or other fees. A top-up is credited when Stripe confirms the payment.

2.2 Use of the Wallet. Wallet funds can be used to pay for Jobs, Fees, Academy courses and other Services. Wallet balances cannot be transferred to another User or Account, and do not expire.

2.3 Refund of unused top-up funds. Wallet top-ups are made for use in the Services and are not refunded on request while your Account remains open. If you close your Account, or if CouthActs closes it other than for fraud or a violation of law, you may ask support@couthacts.com to refund the unused balance that came from your own top-ups. CouthActs will refund it to the original payment method where possible (or by another reasonable method) within thirty (30) days of your request, after deducting any amounts you owe CouthActs and subject to Section 2.6 and any legal hold. Promotional and referral credit is not refundable.

2.4 Promotional and referral credit. CouthActs may issue promotional or referral credit, including the referral rewards described in the Services. Credit has no cash value, cannot be withdrawn or refunded, is used before your own funds where the Services say so, and may be reversed if it was obtained in breach of the Terms, by fraud or self-referral, or in error. CouthActs may change or end promotional programs prospectively.

2.5 Receipts and statements. Receipts for top-ups and other Wallet transactions are available in the Services and are emailed for top-ups. Check your Wallet regularly and report any unauthorized or incorrect transaction to support@couthacts.com within sixty (60) days after it appears.

2.6 Locks and holds. CouthActs may lock a Wallet, preventing spending and withdrawals, if a card payment is disputed or reversed, if an Advance is in default, while an Account is being closed, if required by law or by Stripe, or if CouthActs reasonably suspects fraud, unauthorized use, a sanctions issue or a violation of the Terms. CouthActs will lift the lock when the reason no longer applies, or will apply the funds under Sections 7 and 8.

3. Fees

3.1 Posting fee (Customers). When a Customer posts a Job, a posting fee is charged equal to the base fee for the transport mode plus 0.5% of the budget, with a minimum posting fee of US$2.00.

3.2 Minimum amounts. Each mode has a published minimum budget and minimum Bid, shown in the Services when you post or bid. Minimums exist to deter fraud and abuse and are not a price set or recommended by CouthActs.

3.3 Escrow fee (Providers). When a Booking's payment is released to a Provider, CouthActs deducts an escrow fee from the amount released, calculated on the total amount of the Booking:

Customers do not pay the escrow fee. Where a dispute is resolved by a split, the escrow fee is charged only on the share released to the Provider.

3.4 Protection Plan fee (Customers). Protection Plan fees are set out in the Protection Plan Terms and are charged when the Job is posted.

3.5 Identity verification fee. Identity verification costs US$20.00, charged from the Wallet when a verification session is started. Resuming or retrying within the same session is free. Starting a new session (for example after a session is canceled, or after you change the name on your Account) costs a new fee. If CouthActs cannot start the session because the verification service is unavailable, the fee is returned to your Wallet. Otherwise the fee is not refundable, including if verification is unsuccessful.

3.6 Other Fees. Instant withdrawal fees (Section 6.4), Advance fees (Section 10), API overage fees (see the AI Agents and API Terms) and Academy fees (see the Academy Terms) apply as described there. Any other Fee will be shown to you before you incur it.

3.7 Refundability of Fees. Posting fees, Protection Plan fees and identity verification fees are earned when charged and are not refunded when a Job expires or is canceled, except: (a) where the charge resulted from an error by CouthActs or a technical failure of the Services; (b) where CouthActs cancels a Job or Booking for reasons that are not caused by you; or (c) where the law requires a refund.

3.8 Changes. CouthActs may change Fees for future transactions by updating them in the Services; Fees that apply to a Job are those in effect when it is posted (for Customers) or when the Booking is formed (for Providers).

4. Payment Holds for Jobs and Bookings

4.1 Hold at posting. When a Customer posts a Job, the posting fee, any Protection Plan fee and the full budget are debited from the Customer's Wallet in a single transaction. The budget is held for the Job. If the Wallet balance is insufficient, the Job is not posted.

4.2 Booking. When a Booking is formed, CouthActs holds the agreed price for that Booking and returns any difference between the held budget and the agreed price to the Customer's Wallet.

4.3 Expiry and cancellation before booking. If a Job expires or is canceled before it is booked, the held budget is returned to the Customer's Wallet. Fees are treated under Section 3.7.

4.4 Payment terms. The Services may let a Customer choose a payment term (for example, full payment up front or split payments). Whatever term is chosen, the amount for the Booking is held in full from the time the Booking is formed and is released only as shown in the Services. Unless the Services show that a partial amount has been released, the full amount is released on completion under Section 5.

5. Release to the Provider

5.1 Completion. A Booking is completed when both (a) the Provider has confirmed completion, by entering the Customer's delivery PIN where the Booking has one, and (b) the Customer has confirmed completion in the Services. The held amount is then released to the Provider at the end of the Release Hold under Section 5.5, unless a dispute is opened first. For a Booking to which Section 5.5 does not apply, the held amount is released when the Booking is completed.

5.2 Customer who does not respond. If a Provider has recorded a verified handover with the correct PIN and the Customer has neither confirmed completion nor opened a dispute within seventy-two (72) hours afterwards, CouthActs may, after reviewing the Booking, release the held amount to the Provider. CouthActs is not obliged to do so and may ask either party for information first. If the Customer confirms completion during that period, Section 5.5 applies instead, and the Release Hold ends no later than the end of the seventy-two (72) hour period.

5.3 Release amount. The amount released is the Booking amount less the escrow fee and less any amount needed to repay an Advance under Section 10. The net amount is credited to the Provider's Wallet.

5.4 Release is final. Once funds are released to a Provider, the Customer's remedies for the Booking are against the Provider under the Transport Contract, any Protection Plan bought for it, and the Dispute Resolution Policy to the extent it allows a later claim.

5.5 Release Hold. This Section 5.5 and Section 5.6 apply to a Booking only if both the Customer and the Provider had accepted version 2026.10.1 or a later version of these Payments Terms before the Booking was formed; the Services show which rule applies to each Booking. When such a Booking is completed under Section 5.1, the held amount stays held for twenty-four (24) hours (the "Release Hold") before it is released. The Services show both parties when the Release Hold ends. During the Release Hold, the Customer or the Provider may open a dispute under the Dispute Resolution Policy, and Section 8.1 then applies. If no dispute is open when the Release Hold ends, CouthActs releases the held amount to the Provider automatically. CouthActs may keep the amount held after the Release Hold ends to review the Booking where a Protection Plan claim is open or the amount cannot safely be released automatically, and will then release, refund or split it under these Payments Terms.

5.6 Early release. During the Release Hold, the Customer may choose to release the held amount to the Provider straight away through the Services. Early release is the Customer's choice and is never required. Once made, it is final under Section 5.4; a dispute can then no longer be opened for the Booking, but the Customer keeps the other remedies described in Section 5.4.

6. Provider Payouts

6.1 Stripe account required. To withdraw funds, a Provider must have a connected Stripe account, created through the onboarding flow in the Services, with payouts enabled. Connected accounts are currently available only to Providers who can open a Stripe account in the United States.

6.2 Stripe Connected Account Agreement. Payment processing services for Providers on CouthActs are provided by Stripe and are subject to the Stripe Connected Account Agreement (opens in a new tab) (https://stripe.com/connect-account/legal), which includes the Stripe Services Agreement (opens in a new tab) (https://stripe.com/legal/ssa) (collectively, the "Stripe Services Agreement"). By agreeing to these Payments Terms or continuing to operate as a Provider on CouthActs, you agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of CouthActs enabling payment processing services through Stripe, you agree to provide CouthActs accurate and complete information about you and your business, and you authorize CouthActs to share it and transaction information related to your use of the payment processing services provided by Stripe. Stripe is not a party to the Terms or any Transport Contract.

6.3 Standard withdrawals. A Provider may withdraw its available Wallet balance, at or above the minimum shown in the Services, to its Stripe account free of charge. CouthActs submits the transfer when you request it; the time for funds to reach your bank depends on your Stripe payout schedule and your bank, and is typically two (2) to five (5) business days.

6.4 Instant withdrawals. Where the Services offer an instant withdrawal, a fee of 1.5% of the amount withdrawn applies and is deducted from the amount transferred. Timing shown for instant withdrawals is an estimate. If an instant withdrawal does not reach your Stripe account or bank sooner than a standard withdrawal would have, CouthActs will refund the instant withdrawal fee to your Wallet on request to support@couthacts.com made within thirty (30) days.

6.5 Holds on withdrawal. Withdrawals are not available while a dispute raised against the Provider is open, while the Provider's Wallet is locked under Section 2.6, or where required by Stripe or the law.

6.6 Failed and reversed transfers. If Stripe rejects a withdrawal, or a transfer is later reversed, the amount is returned to the Provider's Wallet. CouthActs is not responsible for delays or failures caused by Stripe, a bank, or incorrect account information.

6.7 Taxes and reporting. Providers are responsible for their own taxes. CouthActs, directly or through Stripe, will collect taxpayer information and issue and file information returns (such as IRS Form 1099-K) where the law requires it, and may withhold amounts where legally required (for example, backup withholding if valid taxpayer information is not provided). Tax forms are delivered electronically under Section 24 of the Terms.

7. Cancellations and Refunds

7.1 Before the Job starts. If a Booking is canceled by either the Customer or the Provider before the Provider starts the Job, the full held amount is returned to the Customer's Wallet. Fees are treated under Section 3.7.

7.2 After the Job starts. A Job in progress cannot be canceled through the Services. A party that believes the other has not performed must open a dispute under the Dispute Resolution Policy, which may result in a full refund, a full release or a split.

7.3 Refunds go to the Wallet. Refunds of held amounts are credited to the Customer's Wallet, not to the card used for a top-up. Section 2.3 explains how unused top-up funds can be refunded on Account closure.

7.4 CouthActs cancellations. CouthActs may cancel a Job or Booking, and return held funds to the Customer, if it reasonably believes that the Job violates the Terms or the law, that a party is not eligible, or that the Booking cannot lawfully or safely proceed. Section 3.7(b) applies.

8. Disputes, Chargebacks and Recovery

8.1 Dispute hold. When a dispute is opened on a Booking, including during the Release Hold under Section 5.5, the held amount is frozen until the dispute is resolved under the Dispute Resolution Policy, and CouthActs then releases, refunds or splits it as decided.

8.2 Chargebacks. If you dispute a card payment with your card issuer (a "chargeback") instead of contacting CouthActs, CouthActs will lock your Wallet while the chargeback is pending. If the chargeback is decided in your favor, CouthActs may deduct the charged-back amount, and any chargeback fees imposed on CouthActs, from your Wallet, and you must repay any shortfall. Chargebacks filed in bad faith for funds you used are a breach of the Terms.

8.3 Effect on Providers. If funds released to a Provider are later recovered from CouthActs because the Provider did not perform, obtained the Booking by fraud, or breached the Terms, CouthActs may recover the amount from the Provider under the Provider Agreement.

8.4 Set-off. CouthActs may set off any amount you owe CouthActs under the Terms (including Fees, chargeback losses, unrepaid Advances, amounts paid to you in error and amounts recoverable under Section 8.3) against any amount it holds for you or owes you. If set-off is not enough, you must pay the balance within thirty (30) days of request.

8.5 Errors. If CouthActs credits or pays you an amount in error, you must return it, and CouthActs may reverse the credit. If CouthActs debits you in error, it will correct the error once it is confirmed.

9. Funds Held for Closed or Inactive Accounts

If you close your Account or it is closed by CouthActs, CouthActs will complete or refund any open Booking, resolve any open dispute, and then handle any remaining balance under Section 2.3 (Customers) or by transfer to your connected Stripe account (Providers). Balances that cannot be returned are handled under applicable unclaimed property laws.

10. CouthActs Advance

10.1 Nature. CouthActs Advance lets an eligible Provider sell to CouthActs part of the payment it expects to receive for an in-progress Booking. It is a purchase of a future receivable, not a loan; no interest is charged and CouthActs has no recourse against the Provider for the purchased receivable except as stated in Section 10.4.

10.2 Eligibility. The eligibility criteria are shown in the Services and currently include a CouthActs Score of at least 90, at least fifty (50) completed jobs, no open disputes, a connected Stripe account, no other outstanding Advance, and a Booking in progress with funds held.

10.3 Amount and fee. CouthActs pays the Provider 70% of the amount held for the Booking, credited to the Provider's Wallet, and charges a fee equal to 2.5% of the amount advanced, which is repaid under Section 10.4.

10.4 Repayment. The advanced amount plus the fee is repaid automatically from the Booking payment when it is released or split, before any amount is paid to the Provider. If the Booking is canceled or refunded, or the payment released is not enough, the Provider must repay the shortfall, which CouthActs may recover from the Provider's Wallet. Any amount still unpaid places the Advance in default, locks the Provider's Wallet and may be recovered under Section 8.4. A Provider who cancels a Booking after receiving an Advance for it remains responsible for repayment.

11. Changes, Notices and Contact

CouthActs may change these Payments Terms under Section 25 of the Terms. Payment questions: support@couthacts.com. Legal notices: legal@couthacts.com, CouthActs Incorporated, Attn: Legal, 1412 Main St STE 609, Dallas, TX 75202, United States.

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