Affiliate Payment Agent Terms & Conditions

Tolt, Inc. (“Tolt,” “we,” “us” or “our”) Address: 2093 Philadelphia Pike #2726, Claymont, DE 19703, USA Email: payouts@tolt.com | support@tolt.com | company@tolt.com

These Affiliate Payment Agent Terms (the “Terms”) govern your relationship with Tolt when you take part, as an affiliate, in a business’s affiliate or referral program that runs on Tolt (the “Merchant” and its “Program”), and when you’re paid through Tolt. By signing up as an affiliate through Tolt, setting up payouts in Tolt or accepting a payout from Tolt, you agree to these Terms. To be paid through Tolt, you must be at least 18 and an adult where you live.

1. Tolt’s role

You join the Merchant’s Program, and the Program’s terms govern how you promote it and earn commissions. Commission rates, approvals, attribution and any disagreement about them are between you and the Merchant, and Tolt doesn’t guarantee that every click, referral or sale will be tracked.

When the Merchant pays its commissions through Tolt, Tolt acts as your agent, not the Merchant’s:

• You appoint Tolt as your limited agent to invoice the Merchant for the commissions it approves for you (“Commissions”), receive payment of them from the Merchant or on its behalf, and pay them out to you.
• When Tolt receives the Merchant’s payment for your Commissions, that payment satisfies the Merchant’s obligation to pay you those Commissions, to the extent of the amount Tolt receives.
• Tolt pays the funds out to you under these Terms, less any payout method fee and any amounts withheld that these Terms describe.

Tolt receives the Merchant’s payment when the funds settle. If a payment is returned, reversed or charged back, it’s treated as never received, and Tolt may recover what it paid you from it from your future payouts. Tolt doesn’t guarantee that a Merchant will fund its Commissions, and has no obligation to pay you Commissions the Merchant hasn’t funded. Tolt’s role is limited to invoicing, receiving and paying out these payments. These Terms don’t make you Tolt’s employee or contractor, or create a partnership or joint venture.

2. Getting set up to be paid

To be paid through Tolt, you must give accurate information for payments, taxes and verification, and keep it up to date. That includes your legal or business name, address, payout details (such as your PayPal email address or bank account), a tax form (such as a W-9 or W-8) and what we need to verify your identity, such as your date of birth. Some identity checks also ask for a photo of an identity document and a selfie, and we’ll ask for your written consent before any check that uses biometric information. Our Privacy Policy explains how we handle this information.

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. Tolt screens payouts against sanctions and anti-money-laundering lists, and can’t pay anyone the law doesn’t allow it to pay. Tolt may hold your payouts until you’ve completed these steps.

3. Payouts

Schedule. Payouts follow the schedule and minimum amount set in the Merchant’s Program, using the payout methods Tolt supports.

Fees. Depending on the payout method you choose, a fee for that method is deducted from your payout, by Tolt or by the payout provider: a percentage of up to 2%, or a fixed fee for international bank transfers sent by SWIFT. These are the payout provider’s and banks’ own costs, which Tolt passes on without adding anything, and you can ask payouts@tolt.com for the current fee of any method. If your payout is sent in another currency, it’s converted at the payout provider’s rate, which Tolt doesn’t mark up. Your own bank, and for SWIFT transfers the banks that route them, may also charge fees or convert currency, which can reduce the amount you receive.

Your payout details. Tolt sends payouts to the payout details you give it, and isn’t responsible for a payout sent to details you entered incorrectly. If Tolt pays you more than it should, it may deduct the difference from your future payouts.

Refunds and chargebacks. If a refund, chargeback or similar event reduces a Commission after it was paid, Tolt may deduct the amount from your future Commissions in the same Program, as the Merchant’s Program allows. Commissions already paid out to you aren’t reversed.

Unclaimed payouts. If Tolt can’t pay you, for example because you haven’t added payout details, it holds the funds for you, and if they stay unclaimed, it handles them as unclaimed property law requires.

Taxes. You’re responsible for your own taxes. Tolt may withhold taxes where the law requires it and report payments to tax authorities. We’ll send you tax forms electronically if you agree when we ask; otherwise we’ll mail them.

4. Your obligations

You must comply with these Terms, the Program’s terms and the law, including the rules that require you to disclose your relationship with the Merchant when you promote it. You must not engage in fraudulent or deceptive activity, self-referrals, click fraud, incentivized traffic that breaks an advertising platform’s policies, pay-per-click campaigns on keywords containing the Merchant’s or Tolt’s trademarks without written permission, cookie stuffing, or any other activity meant to manipulate tracking, inflate Commissions or harm the integrity of the Program. Tolt screens affiliates across programs on Tolt to prevent fraud, and may tell a Merchant that you’re linked to abuse in another program.

5. Holds, cancellations and termination

If Tolt reasonably believes you’ve committed fraud or any of the conduct in section 4, it may suspend your account, hold your payouts while it reviews what happened and cancel the Commissions involved. Tolt will tell you about a hold unless the law prevents it, and you can respond at payouts@tolt.com. Cancelled Commissions are credited to the Merchant; Tolt doesn’t keep them. Where the law requires Tolt to block funds, it blocks them instead.

Tolt may also stop paying you through Tolt where the law requires it, or if the Merchant ends your participation in the Program or stops using Tolt to pay its affiliates. Commissions the Merchant has already funded are still paid out to you, unless they’re held or cancelled under this section.

6. Liability and indemnity

To the extent the law allows, Tolt’s total liability to you arising out of or relating to these Terms or your payouts, in contract, tort or otherwise, is limited to the Commissions Tolt has received for you and hasn’t paid to you. Tolt isn’t liable for a Merchant’s failure to pay, or for lost profits, lost opportunities or indirect damages.

You’ll indemnify Tolt against claims arising from your breach of these Terms or the Program’s terms, or from your violation of the law.

7. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in New Castle County, Delaware, and each party waives any right to a jury trial. If any part of these Terms can’t be enforced, the rest stays in effect.

8. Changes

We may update these Terms. We’ll post the new version here with a new date and, for material changes, tell you through Tolt or by email at least 30 days before they take effect. If you keep accepting payouts after a change takes effect, you accept it; if you don’t agree, you can stop being paid through Tolt before then. This version replaces all earlier versions of these Terms from the date above.

9. Contact

If you have questions about these Terms or your payouts, contact payouts@tolt.com or support@tolt.com.