Terms of Service

1. Acceptance of Terms

Welcome to Swakly. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and [LEGAL ENTITY NAME] ("Swakly", "we", "us", or "our"), governing your access to and use of the website located at https://swakly.com, the application platform located at https://app.swakly.com, and all associated services, APIs, features, data, and tracking technologies (collectively, the "Service").

By registering an account, accessing, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into this Agreement on behalf of a company, business entity, or organization, you represent and warrant that you have the legal authority to bind that entity to these Terms.

2. Eligibility

The Service is intended solely for users who are at least eighteen (18) years of age or the legal age of majority in their jurisdiction. By using Swakly, you represent and warrant that:

• You have full legal capacity and power to enter into a binding contractual agreement;
• You are not located in, under the control of, or a national or resident of any country or region subject to applicable sanctions or embargoes;
• Your registration and use of the Service comply with all applicable local, state, national, and international laws, regulations, and statutes;
• You have not been previously suspended or removed from Swakly.

3. Description of the Service

Swakly provides a cloud-based Software-as-a-Service (SaaS) platform for partner program management, affiliate marketing infrastructure, multi-channel tracking, conversion attribution, analytics, campaign management, vendor product management, and payout facilitation.

Swakly acts solely as a technical software provider. Swakly is not an affiliate network, advertising agency, broker, buyer, merchant, seller, or payment processor. We provide the software tools that enable Vendors/Merchants to host campaigns and enable Affiliates/Partners to promote those campaigns.

4. Account Registration

To access the Service, you must register for an account at https://app.swakly.com/register. When registering, you agree to provide true, accurate, current, and complete information regarding yourself or your business entity, and to update such information promptly whenever it changes.

You may not use false identities, impersonate any person or entity, or create accounts using automated means or under false pretenses. Swakly reserves the right to reject any account registration or require additional verification details before activating an account.

5. Account Security

You are solely responsible for maintaining the confidentiality and security of your account login credentials, passwords, Multi-Factor Authentication (MFA) tokens, and API keys. You accept full legal and financial responsibility for all activities, actions, API calls, transactions, and commissions that occur under your account.

You agree to notify Swakly immediately at [LEGAL EMAIL] if you discover or suspect any unauthorized access, compromise, or breach of your account security. Swakly will not be liable for any loss or damage arising from your failure to safeguard your credentials.

6. User Roles

Swakly supports distinct user roles within the platform environment, including but not limited to:

• Vendors / Merchants / Businesses: Entities creating, offering, and managing products, offers, campaigns, and affiliate programs;
• Affiliates / Partners: Entities or individuals promoting Vendor products and campaigns to drive qualified traffic and conversions;
• Agencies / Campaign Managers: Entities managing campaigns, partners, or vendors on behalf of third-party clients;
• API Users / Integrators: Developers or technical users connecting external systems, CRMs, or e-commerce stores to Swakly via API.

Each role carries specific operational obligations, rights, and limitations as set forth in these Terms.

7. Vendors and Merchants

Vendors and Merchants utilizing Swakly to run campaigns agree that they are exclusively responsible for their own business operations. Swakly provides tracking software and infrastructure, but does not buy, sell, verify, or endorse vendor products.

Vendors represent, warrant, and covenant that:

• They hold all necessary intellectual property rights, licenses, and permits for all products, offers, and creative assets hosted on or linked through Swakly;
• They are solely responsible for product delivery, order fulfillment, customer service, sales taxes, price accuracy, and legal compliance;
• They are legally obligated to fund, review, approve, and settle valid affiliate commission balances generated through their campaigns;
• Swakly is not a seller, reseller, or distributor of Vendor goods or services.

8. Affiliates and Partners

Affiliates and Partners promoting campaigns hosted on Swakly operate as independent third-party contractors. Nothing in these Terms creates an employment, agency, joint venture, or franchise relationship between Swakly and any Affiliate.

Affiliates agree that:

• They shall market products and campaigns in a transparent, truthful, and lawful manner;
• They must strictly abide by specific campaign rules established by the respective Vendor;
• They have no right or claim against Swakly for unpaid commissions owed by third-party Vendors;
• They must maintain explicit advertising disclosures complying with applicable regulatory standards (e.g., FTC guidelines).

9. Campaigns and Programs

Vendors may define specific rules, restrictions, conversion events, commission structures, payout thresholds, and geographical limitations ("Campaign Rules") for each program created on Swakly. These rules are binding on participating Affiliates.

Swakly reserves the right—but assumes no obligation—to audit, review, suspend, or terminate any campaign that violates applicable laws, infringes third-party rights, or poses technical or legal risks to the platform.

10. Products and Offers

All products, offers, links, and promotional materials configured within Swakly must comply with our Acceptable Use Policy. Vendors are prohibited from configuring offers involving illegal products, unauthorized pharmaceuticals, deceptive financial schemes, hate speech, malware, or counterfeit merchandise.

Swakly reserves the right to immediately deactivate links or terminate accounts associated with prohibited or illegal products without prior notice.

11. Affiliate Tracking and Attribution

Swakly utilizes specialized technical mechanisms—including first-party cookies, tracking pixels, server-to-server (S2S) postback webhooks, dynamic query parameters, and custom attribution algorithms—to record clicks, leads, sales, and conversions.

You acknowledge and agree that:

• Tracking accuracy depends on proper implementation of tracking scripts, postbacks, and API calls by Vendors and Affiliates;
• Attribution logic (such as First-Click, Last-Click, Linear, or Custom multi-touch models) is calculated automatically based on Vendor settings and Swakly system logs;
• System logs and records generated by Swakly serve as the official operational benchmark for measuring traffic and conversions between platform users;
• Ad-blockers, browser privacy features (e.g., Apple ITP), user cookie deletions, or misconfigured webhooks may impact conversion tracking, for which Swakly carries no technical or financial liability.

12. Commissions

Commissions are calculated dynamically based on rules defined by the campaign owner (e.g., fixed monetary fee per lead, percentage of sale, recurring SaaS percentage). Tracking a conversion on Swakly does not automatically guarantee a payable commission.

Commissions are subject to validation, pending hold periods, chargebacks, customer refunds, duplicate conversion scrubbers, and Vendor approval. Swakly is not liable for commission disputes arising between Vendors and Affiliates, though platform records may be rendered to assist in dispute resolution.

13. Payouts

Payout flows configured within Swakly facilitate communication between Vendors, payment gateways, and Partners. Swakly itself does not act as a bank, escrow agent, or money transmitter unless explicitly specified under a separate written payment agreement.

Vendors are responsible for funding payout balances and setting minimum payout thresholds. Swakly reserves the right to hold or delay payout records if fraud, security breaches, chargeback spikes, or illegal activities are suspected.

14. Fees and Subscription Plans

Access to Swakly for Vendors and businesses is provided on a subscription fee basis ("Subscription Plans"). Subscriptions may include recurring monthly or annual platform fees, tracked conversion volume overage charges, seat fees, and optional add-ons.

Subscription fees are billed in advance on a recurring cycle. By subscribing, you authorize Swakly to charge your designated payment method automatically at the beginning of each billing period until canceled.

15. Free Plans and Promotional Offers

Swakly may offer free tier plans, limited-time trial periods, or promotional discount codes. Free plans and trial accounts are subject to feature constraints, monthly conversion tracking caps, and rate limits defined by Swakly.

Swakly reserves the right to modify, restrict, or discontinue free plans or promotional pricing at any time without prior liability.

16. Payment Obligations

You agree to pay all applicable subscription fees, usage charges, and overages incurred by your account. All payment obligations are non-cancelable, and all fees paid are non-refundable except as expressly set forth in these Terms or required by applicable consumer law.

Failure to pay overdue balances may result in immediate suspension of account access, deactivation of tracking links, and API key revocation.

17. Refunds and Credits

SaaS subscription fees charged by Swakly are non-refundable for partial subscription months or unused conversion volumes. If you believe you have been billed in error, you must contact [LEGAL EMAIL] within thirty (30) days of the invoice date to request an administrative review.

18. Taxes

All fees quoted on Swakly are exclusive of applicable national, federal, state, or local taxes, sales taxes, Value-Added Tax (VAT), Goods and Services Tax (GST), or withholdings. You are strictly responsible for determining, reporting, paying, and withholding all taxes associated with your platform usage, sales, and affiliate payouts.

19. Acceptable Use

You agree to use Swakly solely for lawful business operations in connection with partner and affiliate management. You agree not to interfere with the integrity, security, performance, or availability of the Service.

20. Prohibited Activities

When accessing or using Swakly, you strictly agree NOT to:

• Decompile, reverse engineer, disassemble, or attempt to extract the source code of Swakly;
• Bypass or attempt to bypass system security, rate limiters, or access controls;
• Deploy automated bots, scrapers, spiders, or unauthorized data extraction scripts;
• Transmit malware, viruses, ransomware, Trojan horses, or corrupted data;
• Use Swakly to distribute unsolicited commercial communications (Spam) or phishing schemes;
• Infringe upon the intellectual property, privacy, or legal rights of Swakly or any third party.

21. Fraud and Abuse

Swakly maintains a zero-tolerance policy regarding affiliate fraud, click manipulation, and attribution tampering. Prohibited activities include, but are not limited to:

• Cookie Stuffing: Forcing tracking cookies onto users' devices without an explicit, genuine user click;
• Click Manipulation & Artificial Traffic: Utilizing bots, click farms, VPN networks, or automated scripts to generate fake impressions, clicks, or leads;
• Self-Referral Fraud: Creating fake user accounts to purchase products through one's own affiliate link in violation of program terms;
• Fake Leads & Orders: Submitting stolen credit card numbers, fictitious contact details, or illegitimate customer registrations;
• Unpermitted Brand Bidding: Bidding on trademarked keyword terms in pay-per-click engines where explicitly restricted by the Vendor.

Swakly reserves the right to immediately freeze accounts, revoke pending commissions, blacklist domain names, and notify legal authorities in cases of deliberate fraud.

22. Affiliate Marketing Compliance

Users must strictly comply with all relevant advertising standards and regulations, including FTC disclosure mandates, CAN-SPAM regulations, GDPR/CCPA privacy rules, and local marketing standards. All promotional material must clearly disclose commercial affiliate relationships (e.g., using explicit tags like `#ad` or `#sponsored`).

23. Intellectual Property

Swakly and its licensors retain all right, title, interest, and intellectual property rights in and to the platform, including software code, databases, interface designs, logos, algorithms, trademarks, and documentation. Subject to compliance with these Terms, Swakly grants you a limited, revocable, non-exclusive, non-transferable right to access and use the platform during your active subscription term.

24. User Content

You retain ownership of all marketing materials, logos, banners, brand assets, product descriptions, and campaign parameters ("User Content") uploaded to Swakly. You grant Swakly a worldwide, royalty-free, non-exclusive license to host, display, process, and transmit your User Content solely to the extent necessary to provide the Service.

25. API and Integrations

Swakly provides RESTful APIs and webhooks for programmatic platform access. You agree to safeguard API keys and comply with rate limits specified in technical documentation. Swakly reserves the right to throttle or block API keys that generate excessive server load or threaten system stability.

26. Third-Party Services

The Service may integrate with third-party applications, payment gateways, e-commerce stores, and email marketing providers. Swakly does not control and is not responsible for the uptime, performance, data accuracy, or privacy practices of third-party platforms.

27. Data Protection and Privacy

Our collection, processing, and use of personal data are governed by our Privacy Policy. Where Swakly processes personal data on behalf of Vendors (such as end-customer IP addresses or order IDs for conversion tracking), Swakly acts as a Data Processor under applicable data privacy laws (e.g., GDPR, CCPA).

28. Confidentiality

Each party agrees to protect the other party's confidential information (including non-public campaign data, performance stats, conversion rates, customer lists, and financial figures) with the same degree of care it uses to protect its own confidential data, but no less than reasonable care.

29. Service Availability

Swakly strives to maintain high service availability for tracking systems and user portals. However, Swakly does not guarantee 100% uninterrupted uptime. Access may be temporarily limited due to scheduled emergency maintenance, hardware failures, cloud infrastructure outages, security incidents, or distributed denial-of-service (DDoS) attacks.

30. Beta Features

Swakly may occasionally offer experimental, preview, or "Beta" tools. Beta features are provided strictly "AS IS" without warranty of any kind. Swakly may modify or discontinue Beta features at any time without liability.

31. Suspension and Termination

Swakly reserves the right, in its sole discretion, to suspend or terminate your account and revoke platform access immediately, without prior notice or liability, if you violate these Terms, engage in fraud, default on payment, or pose a security risk to the Service.

32. Effect of Termination

Upon termination of your account, your right to use Swakly immediately ceases. Tracking links will stop recording conversions, API access will be revoked, and pending dashboard reporting access will be closed. Sections intended by their nature to survive termination shall remain in full force and effect.

33. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SWAKLY DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SWAKLY DOES NOT GUARANTEE THAT THE PLATFORM WILL INCREASE SALES, EARNINGS, AFFILIATE REVENUE, OR CONVERSION RATES, OR THAT TRACKING DATA WILL BE UNFAILINGLY FREE FROM LOSS OR INTERRUPTIONS CAUSED BY THIRD-PARTY NETWORKS.

34. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SWAKLY, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY.

SWAKLY'S AGGREGATE TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS ($100) OR THE TOTAL AMOUNT PAID BY YOU TO SWAKLY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

35. Indemnification

You agree to defend, indemnify, and hold harmless Swakly, its parent entity, subsidiaries, officers, directors, and employees from and against any third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your campaigns, products, or offers; (c) your affiliate marketing activities; or (d) fraudulent traffic generated under your account.

36. Dispute Resolution

In the event of any controversy, claim, or dispute arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the matter informally through executive negotiations by contacting [LEGAL EMAIL]. If unresolved within thirty (30) days, the dispute shall be referred to and finally resolved by binding arbitration under the rules of [JURISDICTION].

37. Governing Law

These Terms shall be governed by, construed, and enforced in accordance with the laws of [GOVERNING LAW], without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the courts located in [JURISDICTION].

38. Changes to the Terms

Swakly reserves the right to modify or update these Terms at any time. We will provide notice of material modifications by updating the "Last Updated" date at the top of this document, sending an email alert, or displaying an in-app notice within https://app.swakly.com. Continued use of the platform following the publication of updated Terms constitutes your binding acceptance of the changes.

39. Notices

Official legal notices to Swakly must be sent via registered mail or verifiable courier to [BUSINESS ADDRESS] with a electronic copy dispatched to [LEGAL EMAIL]. Notices to you will be delivered to the primary email address registered to your account.

40. Contact Information

If you have any questions, legal inquiries, or compliance notifications regarding these Terms of Service, please reach out to our legal engineering team at: