Terms of Service

These Terms of Service (the “Terms”) are an agreement between Tolt, Inc., a Delaware corporation (“Tolt,” “we,” “us” or “our”), and the business that creates an account on Tolt or uses it (“you” or the “Merchant”). They govern your access to and use of the Tolt platform, including its dashboard, affiliate portals, referral widget, tracking script, API, MCP server, Tolt Agent and payout services (together, the “Service”).

By creating an account, accepting these Terms or using the Service, you agree to them. If you accept them for a company or other organization, you confirm that you have the authority to bind it. Affiliates who join a program on Tolt are covered by the Affiliate Payment Agent Terms, and how we handle personal information is described in our Privacy Policy.

1. The Service

Tolt provides software that businesses use to create and run affiliate and referral programs. It tracks referrals and sales, calculates commissions, gives affiliates a portal and, through its payout services, receives commissions on affiliates’ behalf and pays them out.

We keep improving the Service and may add, change or remove features. If a change materially reduces the core functionality of a paid plan you’re on, we’ll tell you in advance.

2. Accounts

You must be at least 18 years old and use the Service for your business, not as a consumer. You’re responsible for:

• keeping the information in your account accurate and up to date
• keeping your sign-in details confidential and giving access only to people you authorize
• everything that happens under your account, including what your team members, API keys and connected apps do

Tell us right away at compliance@tolt.com if you believe someone has accessed your account without permission.

3. Plans, fees and payment

Plans. Fees, limits and features depend on your plan, as shown on our pricing page or in an order form we agree with you. Plans include usage limits, such as the revenue your affiliates bring in each month. If your use goes over your plan’s limits, we may ask you to move to a plan that fits it.

Billing and renewal. Subscriptions are billed in advance, monthly or yearly, and renew automatically for the same period until you cancel. You can cancel at any time, and cancellation takes effect at the end of the period you’ve paid for.

Payout fees. Tolt may charge you a fee for the Payout Services, as shown on our pricing page or agreed with you. Affiliates may also pay a fee for the payout method they choose, which Tolt or the payout provider deducts from what they receive, as the Affiliate Payment Agent Terms describe.

Payment. You authorize us and our payment processor to charge your payment method for fees when they’re due. If a payment fails, we’ll let you know, and if it isn’t resolved we may suspend the Service until it is.

Refunds. Fees are non-refundable, except where these Terms say otherwise or the law requires a refund.

Taxes. Fees don’t include taxes. You’re responsible for sales, use, value-added and similar taxes on your purchase, except taxes on Tolt’s income.

Price changes. We may change our prices. We’ll tell you at least 30 days before a new price applies to you, and it takes effect from your next billing period.

4. Your programs

You run your affiliate and referral programs on Tolt, and your relationship with your affiliates (“Affiliates”) and the customers they refer is your own. You’re responsible for:

• setting your program’s terms and commission rules, and reviewing and approving commissions
• the accuracy of the data you and your billing provider send to Tolt
• making sure your programs, your Affiliates’ promotion of them and your products comply with the law, including advertising disclosure, consumer protection and anti-spam laws
• giving the privacy notices and getting the consents the law requires for the data you share with Tolt, including for Tolt’s tracking script on your websites and apps
• funding every commission you owe your Affiliates

All commissions are obligations you owe to your Affiliates. Tolt isn’t a party to your agreements with them.

5. Tracking and attribution

Tolt attributes referrals using referral links, coupon codes, a first-party cookie set by our tracking script and the data your billing provider or your API calls send us. Attribution depends on things outside our control, such as browsers and extensions that block cookies or scripts, people switching devices and integrations that are set up incorrectly, so we don’t guarantee that every click, referral or sale will be tracked. Review commissions before you approve them.

6. Payout Services

This section applies if you use Tolt’s payout services (the “Payout Services”), in which Tolt receives the commissions you owe your Affiliates as their agent, not yours, and pays them out. Use them only for commissions and rewards your Affiliates earn under your programs.

Tolt’s role. Under the Affiliate Payment Agent Terms, your Affiliates appoint Tolt as their limited authorized agent to receive commission payments from you, and Tolt pays only Affiliates who have accepted those terms. You authorize Tolt to calculate commissions from your program’s rules and, as your Affiliates’ agent, to invoice you on their behalf for the commissions you approve, collect your payment and remit it to them. Tolt’s role is limited to collecting and remitting these payments, and it doesn’t advance commissions from its own funds.

Payment to Tolt is payment to the Affiliate. When Tolt receives your payment of an invoice for approved commissions, that payment satisfies your obligation to your Affiliates for those commissions, to the extent of the amount Tolt receives. Tolt receives a payment when the funds settle. A payment that’s returned, reversed or charged back is treated as never received, and you’ll repay Tolt anything it paid out from it.

Approval and invoicing. Only commissions you’ve approved are invoiced, and you’ll pay each invoice by its due date.

Finality. Once Tolt has issued an invoice and received payment for it, the commissions on it are final and earned, and they aren’t reversed. Finality doesn’t stop Tolt from holding or cancelling a commission because of an Affiliate’s fraud or conduct their terms prohibit, or as the law requires, and Tolt credits a cancelled commission to your next invoice. Removing an Affiliate doesn’t recall commissions you’ve already funded.

Adjustments. If a refund, chargeback or similar event affects a commission after it became final, Tolt may apply a negative commission or an offset to that Affiliate’s future commissions or your future invoices, as your program’s terms allow. Final commissions themselves aren’t changed.

Timing and methods. Payouts follow the schedule and minimum amount set in your program, within the methods and limits Tolt supports, and go through third-party providers such as PayPal, Airwallex and bank transfer.

Verification and holds. Before paying an Affiliate, Tolt may require them to verify their identity, provide tax information (such as a W-9 or W-8 form) and pass sanctions and anti-money-laundering screening. Tolt may delay or hold a payout, or withhold amounts, where the law requires it, where an Affiliate hasn’t completed these steps, or where Tolt reasonably suspects fraud. Amounts that can’t be paid out are handled as unclaimed property law requires.

Unfunded commissions. Tolt doesn’t guarantee payment of any commission until you’ve funded the invoice for it, and has no obligation to pay Affiliates for commissions you haven’t funded.

Taxes on commissions. Where Tolt collects tax forms or provides tax reporting as part of the Payout Services, it relies on the information you and your Affiliates provide, and you’ll give Tolt the tax details it asks for. You and your Affiliates each remain responsible for your own tax obligations.

Payment providers. Payouts go through third-party providers, whose own terms and requirements apply. Tolt isn’t responsible for their failures, delays or restrictions.

7. Acceptable use

You won’t, and won’t let anyone else:

• engage in fraud or deceptive practices, or manipulate clicks, referrals, attribution or commissions
• send spam or market in ways the law or a platform’s rules don’t allow
• use the Service for anything illegal, including to promote illegal products or services or to break sanctions or export laws
• upload malware, or try to break into, overload, scan or disrupt the Service or its security
• copy, reverse engineer or resell the Service, or access it other than through the interfaces we provide, except as the law allows
• use the Service to build a competing product

We may remove content, pause programs or suspend accounts that break these rules.

8. Your data

Your data is yours. You own the data you, your team and your Affiliates put into the Service, and the data the Service collects for your programs, including data about your Affiliates and the customers they refer (“Customer Data”). Customer Data doesn’t include the identity, tax and payout information Affiliates give Tolt to be paid, which Tolt handles under the Affiliate Payment Agent Terms and its Privacy Policy.

What you allow us to do. You give Tolt a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Service, and as these Terms describe.

Personal data. Where Customer Data includes personal data, Tolt processes it on your behalf, as your processor or service provider, except where Tolt acts as a controller: to pay Affiliates and run the checks that requires, and to prevent fraud across programs, as our Privacy Policy describes. Our Data Processing Agreement applies to the processing of personal data on your behalf, forms part of these Terms of Service, and is available at tolt.com/dpa. The services that help us process personal data are listed on our subprocessor page.

Fraud prevention across programs. To protect programs on Tolt, we use signals about Affiliates across programs, such as accounts linked to self-referrals, fake sign-ups or other abuse, to detect and prevent fraud, and we may flag an Affiliate in your program because of their activity elsewhere on Tolt. We never show you another merchant’s Customer Data.

Aggregated data. We may create aggregated, de-identified data from use of the Service, such as benchmarks and usage statistics, that doesn’t identify you, your Affiliates or any person, and use it to run, improve and promote the Service.

Export and deletion. You can export your program data from the dashboard and the API while your account is open. After your account closes, we delete Customer Data within 30 days, except records the law requires us to keep (such as payout, tax and verification records), limited information about fraud or abuse that we keep to prevent it, and copies in backups until they’re overwritten.

9. AI features

The Service includes AI features, such as Tolt Agent, Tolt MCP and the translation of email templates. They rely on third-party AI providers, which are listed on our subprocessor page.

AI output can be wrong or incomplete, so check it before you rely on it or share it. Tolt Agent shows you each change it proposes and makes it only after you approve it, and the changes you approve are yours.

When you connect Tolt MCP to another AI app, such as Claude or ChatGPT, that app’s terms apply to your use of it, and what it does in Tolt with your authorization is treated as done by you.

Tolt doesn’t use Customer Data to train AI models.

10. Third-party services

The Service works with services we don’t control, such as Stripe, Paddle, Chargebee, Shopify, RevenueCat, PayPal and Slack. Their terms govern your use of them, and we aren’t responsible for them. When you connect one, you allow us to exchange data with it as the connection needs.

11. Confidentiality

Each party may receive non-public business, technical or financial information from the other (“Confidential Information”). The party receiving it will protect it with at least reasonable care, use it only to perform under these Terms, and share it only with people who need it for that purpose and are bound to keep it confidential. This doesn’t apply to information that is or becomes public through no fault of the recipient, that the recipient already had or develops independently, or that it rightfully receives from someone else. A party may disclose Confidential Information when the law requires it, after telling the other party where the law allows.

12. Intellectual property, feedback and publicity

Tolt owns the Service, including its software, design and brand. These Terms give you the right to use the Service while your subscription lasts, and no other rights in it.

You keep all rights in your content, brand and trademarks, and allow us to use them as needed to provide the Service, such as in your affiliate portal and emails.

If you send us feedback or ideas, we may use them without any obligation to you.

We may name you as a Tolt customer and show your logo on our website and in our marketing. If you’d rather we didn’t, write to company@tolt.com and we’ll stop.

13. Suspension and termination

By you. You can cancel your subscription at any time from your account or by contacting us. Cancellation takes effect at the end of the period you’ve paid for.

Suspension. We may suspend all or part of the Service, with notice where practical, if you don’t pay fees or fund invoices when due, if you break these Terms, if your use creates a security, fraud or legal risk for Tolt, our customers or Affiliates, or if the law or a payment provider requires it. We’ll restore access once the reason is resolved.

Termination by us. We may end these Terms if you materially breach them and don’t fix the breach within 30 days of our notice, or right away for fraud, illegal activity or repeated breaches. We may also end them for any reason with 30 days’ notice, and then we’ll refund the fees you’ve prepaid for the period after termination.

After termination. Your access ends. You remain responsible for fees you owe and for funding the commissions you approved before termination, and Tolt will complete the payouts for invoices you’ve funded. The sections that by their nature should continue, including those on fees, payouts, data, confidentiality, intellectual property, disclaimers, liability, indemnification and disputes, continue after termination.

14. Disclaimers

The Service is provided “as is” and “as available.” To the extent the law allows, Tolt disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy, and doesn’t promise that the Service will be uninterrupted, error-free or secure, or that it will achieve any particular result, such as revenue from your programs.

Tolt isn’t responsible for the conduct of Affiliates, your customers or other third parties, or for the content they publish.

15. Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if it was told they were possible.

To the extent the law allows, each party’s total liability arising out of or relating to these Terms is limited to the fees you paid Tolt for the Service in the 12 months before the event that gave rise to the claim, not counting commissions you funded.

These limits don’t apply to your obligations to pay fees and fund commissions, to your obligations under section 16, or to liability that the law doesn’t allow to be limited.

16. Indemnification

You’ll defend Tolt and its officers, employees and agents against third-party claims, and pay the resulting damages, fines, settlements and reasonable costs, including attorneys’ fees, arising from:

• your use of the Service or your breach of these Terms
• your programs, including your terms with Affiliates and any amounts you owe them
• Customer Data and how you collected it
• your products, services and marketing, and your violation of any law

This doesn’t cover a claim to the extent it arises from Tolt’s breach of these Terms, negligence or willful misconduct. We’ll tell you promptly about any claim you need to defend and let you control its defense, except that Tolt may control the defense of claims by government authorities and claims about the Payout Services. You may not settle a claim in a way that admits fault for Tolt or puts obligations on us without our consent.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Before starting a legal claim, each party will try in good faith to resolve the dispute informally for 30 days after notifying the other, except to seek urgent injunctive relief or to collect unpaid amounts. Any claim that remains will be heard only in the state or federal courts located in New Castle County, Delaware, and both parties agree to their jurisdiction. Each party waives any right to a jury trial.

18. Changes to these Terms

We may update these Terms. We’ll post the new version here with a new date and, for material changes, tell you by email or in the app at least 30 days before they take effect, unless a change is required by law or needed for security, in which case it may take effect sooner. If you keep using the Service after a change takes effect, you accept it. If you don’t agree, cancel before it does, and we’ll refund the fees you’ve prepaid for the rest of your billing period. This version replaces all earlier versions of these Terms from the date above.

19. General

Entire agreement. These Terms, together with any order form, our Data Processing Agreement and the policies they mention, are the whole agreement between you and Tolt about the Service. If they conflict, an order form takes precedence over these Terms, and the Data Processing Agreement takes precedence on the processing of personal data.

Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or a sale of all or substantially all of your business, after telling us. We may assign them to an affiliated company or to a successor in a merger or sale of our business.

Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, except for payment obligations.

Sanctions and export. You confirm that you aren’t on a U.S. or other applicable sanctions list or located in a country subject to comprehensive U.S. sanctions, and you’ll comply with sanctions and export control laws when using the Service.

Notices. We send notices to the email address on your account or in the app. Send legal notices to company@tolt.com or to our address below.

Other terms. The parties are independent contractors. If any part of these Terms can’t be enforced, the rest stays in effect. Not enforcing a provision isn’t a waiver of it. These Terms create no rights for third parties.

20. Contact

Tolt, Inc. 2093 Philadelphia Pike #2726 Claymont, DE 19703, USA company@tolt.com