Terms of Service

1. Company Information

Toppal is operated by:

2. The Service

Toppal is a software-as-a-service (SaaS) platform that enables marketplace operators to create, manage, and track affiliate, referral, and influencer marketing programmes, including referral attribution, performance metrics, and payout tracking.

The Service integrates with third-party platforms, including Sharetribe, via APIs.

Toppal does not operate the underlying marketplace and is not a party to transactions between marketplace owners, affiliates, influencers, buyers, or sellers.

3. Eligibility & Accounts

You may create an account as:

• A marketplace owner
• An affiliate
• An influencer

Accounts may be created by individuals or businesses.

You are responsible for:

• Providing accurate and complete information
• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account

We reserve the right to refuse, suspend, or terminate accounts that breach these Terms.

4. Subscription Plans, Fees & Payments

Toppal may offer:

• Free plans
• Paid subscription plans
• Usage-based pricing

Pricing, billing frequency, and features are described on our website or within the Service and may change from time to time.

Payments

• Fees are charged in USD, unless otherwise stated
• Subscription fees are billed in advance
• Usage-based fees may be billed in arrears

Failure to pay applicable fees may result in suspension or termination of access.

5. Affiliate Programmes & Referrals

Marketplace owners are responsible for:

• Defining programme rules, eligibility criteria, and rewards
• Approving or rejecting affiliate participation
• Ensuring programme compliance with applicable laws

Toppal provides tracking and reporting tools only and does not:

• Guarantee referrals, conversions, or revenue
• Verify the legitimacy of affiliate marketing activity
• Resolve disputes between marketplace owners and affiliates

6. Payouts & Payment Processing

Toppal may support:

• Manual payout tracking
• Payouts via third-party integrations (e.g. Tremendous)

Unless explicitly stated otherwise:

• Toppal does not act as a payment processor
• Toppal is not responsible for executing payments
• All payout obligations remain between the marketplace owner and the affiliate

You are solely responsible for:

• Tax compliance
• Payment accuracy
• Legal obligations related to payouts

7. Third-Party Services & Sharetribe Integration

The Service relies on third-party platforms, including Sharetribe.

Toppal:

• Does not control third-party services
• Is not responsible for outages, errors, or API limitations
• Does not guarantee continuous availability of integrations

Your use of third-party services is governed by their own terms.

8. Data & Privacy

We process personal data in accordance with our Privacy Policy.

You acknowledge that:

• Toppal may process marketplace, user, and transaction data via API
• Data accuracy depends on third-party systems
• You are responsible for having appropriate rights to process and share data

9. Acceptable Use

You agree not to:

• Use the Service for unlawful purposes
• Misrepresent referral activity
• Attempt to manipulate tracking or metrics
• Interfere with system integrity or security
• Infringe intellectual property rights

We may suspend or terminate access for misuse.

10. Intellectual Property

All intellectual property rights in the Service belong to Toppal or its licensors.

You are granted a limited, non-exclusive, non-transferable licence to use the Service during your subscription.

You retain ownership of your data.

11. Disclaimers

The Service is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, we disclaim all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Accuracy of metrics or data

We do not guarantee:

• Earnings or conversions
• Affiliate performance
• Marketplace growth outcomes

12. Limitation of Liability

To the maximum extent permitted by law:

• Toppal shall not be liable for indirect, incidental, or consequential losses
• Our total liability shall not exceed the fees paid to us in the 12 months preceding the claim

This includes loss of revenue, profits, data, or goodwill.

13. Indemnity

You agree to indemnify and hold harmless Toppal from claims arising from:

• Your use of the Service
• Your affiliate programmes
• Disputes between marketplace owners and affiliates
• Breach of these Terms or applicable law

14. Suspension & Termination

We may:

• Suspend accounts for misuse or non-payment
• Terminate access for material breaches
• Modify or discontinue features over time

Upon termination, your right to use the Service ends immediately.

15. Changes to the Service or Terms

We may update these Terms from time to time.

Material changes will be communicated via the Service or email. Continued use constitutes acceptance of updated Terms.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of:

• England & Wales, and
• New Zealand

Courts of England & Wales and New Zealand shall have non-exclusive jurisdiction.

17. Contact

For questions about these Terms, contact: support@toppal.io