TOLOCART Platform Affiliate Program Terms

2. Nature of the Affiliate Program

TOLOCART provides technology that enables Owners to create and administer one-level affiliate programs.

An Owner may establish a commission percentage or other commission rules for its Product.

An Affiliate may receive a unique Affiliate Link.

When a Customer completes a Qualifying Transaction through the Affiliate's qualifying referral, the Affiliate may become eligible for a Commission.

The Affiliate Program is a one-level referral program. Affiliates do not earn commissions for:

• recruiting other Affiliates
• recruiting Customers
• recruiting sub-affiliates
• sales generated by other Affiliates
• downstream referral levels

unless TOLOCART expressly creates a separate program permitting such compensation.

Participation does not require an Affiliate to purchase a Product unless an applicable Owner Program expressly provides otherwise and such requirement is lawful.

No Affiliate may represent the TOLOCART Affiliate Program as an investment opportunity, pyramid scheme, guaranteed-income program, passive-income investment, or get-rich-quick opportunity.

3. TOLOCART's Role

TOLOCART is a technology and platform provider. Except where expressly stated otherwise, TOLOCART is not the seller, creator, manufacturer, publisher, instructor, provider, or owner of an Owner's Product.

The applicable Owner is generally responsible for:

• the Product
• Product claims
• pricing
• fulfillment
• customer service
• refunds
• warranties
• applicable taxes
• legal compliance
• intellectual-property rights
• the Owner's relationship with Customers and Affiliates

TOLOCART does not guarantee the quality, legality, accuracy, availability, or performance of any Product.

4. Merchant and Payment Responsibility

Unless TOLOCART expressly states otherwise for a particular transaction, the applicable Owner is the merchant or seller responsible for the Product transaction. TOLOCART does not become the seller merely because the transaction is processed through the TOLOCART platform.

Payment processing may be provided through third-party payment providers. The actual movement, settlement, allocation, and payout of funds will be performed according to the applicable payment-provider and TOLOCART configuration.

TOLOCART does not represent that it is holding funds for an Affiliate merely because the TOLOCART dashboard displays a Pending Commission or Available Commission. A dashboard balance is an accounting and administrative record and does not, by itself, determine the legal ownership, custody, or control of funds.

The parties' actual rights concerning funds are subject to the applicable payment-provider agreements and the legal structure approved for the transaction.

5. Payment-Provider Structure

TOLOCART may use payment processors, payment facilitators, banks, payout providers, or other financial-service providers to process transactions and payouts. Depending on the applicable configuration, the payment provider may:

• onboard Owners
• verify Affiliates or payout recipients
• process Customer payments
• calculate or execute payment allocations
• maintain balances
• process refunds
• process chargebacks
• initiate Affiliate payouts
• perform other regulated payment functions

You agree to comply with all applicable payment-provider terms and verification requirements.

TOLOCART may change payment providers or payment architecture where reasonably necessary for business, technical, compliance, or regulatory reasons.

6. No Custody or Money-Transmission Promise

Nothing in these Terms should be interpreted as TOLOCART agreeing to accept, hold, safeguard, transmit, or store funds for an Affiliate except to the extent expressly permitted by the applicable payment-provider structure and applicable law.

TOLOCART intends to structure the Affiliate Program so that regulated movement of funds is performed by appropriately authorized payment providers where applicable. Nothing in these Terms is intended to characterize TOLOCART as a bank, escrow provider, money transmitter, payment institution, or other regulated financial institution.

If applicable law or a payment provider requires a different structure, TOLOCART may modify the payment flow.

7. Affiliate Eligibility

To participate, you must:

• provide accurate information
• satisfy applicable age and legal requirements
• maintain an eligible account
• provide required tax information
• provide required payment information
• complete required identity verification
• comply with these Affiliate Terms
• comply with applicable Owner Terms
• comply with applicable laws

TOLOCART may reject, restrict, suspend, or terminate an Affiliate account where permitted by law.

8. Identity, Tax, and Payment Verification

TOLOCART or its payment providers may request:

• legal name
• business name
• physical address
• tax identification information
• W-9, W-8, or other applicable tax documentation
• government-issued identification
• beneficial ownership information
• bank or payment-account information
• documentation regarding business activities
• other information reasonably necessary for verification

Failure to provide required information may result in delayed or unavailable payouts.

9. Owner-Specific Terms

An Owner may create additional terms governing its Product ("Owner Terms"). Owner Terms may establish:

• commission percentage
• commission eligibility
• approved advertising channels
• trademark restrictions
• paid-advertising rules
• coupon rules
• geographic restrictions
• prohibited keywords
• Product-specific claims
• promotional requirements
• refund treatment
• other lawful requirements

Affiliates must comply with both these Affiliate Terms and applicable Owner Terms. If an Owner Term conflicts with a mandatory TOLOCART rule or applicable law, the mandatory rule or law controls.

10. Commission Rate

The applicable Owner establishes the commission rate unless otherwise specified by TOLOCART. TOLOCART may support different commission rates for:

• different Products
• different Affiliates
• different campaigns
• different customer types
• different promotional periods

Commission changes generally apply prospectively. Unless otherwise expressly provided, a change in commission rate does not retroactively modify a Commission already validly earned.

11. Attribution

TOLOCART may use reasonable tracking technologies to determine Affiliate attribution. These may include:

• Affiliate Links
• referral identifiers
• cookies
• session information
• customer account information
• coupon codes
• transaction records
• device information
• other technical mechanisms

TOLOCART does not guarantee that every referral will be successfully tracked. TOLOCART's transaction and attribution records will generally control unless a material technical or accounting error is demonstrated.

12. Affiliate Disclosure Requirement

Affiliates must clearly and conspicuously disclose their material financial relationship when promoting a Product where disclosure is required. A disclosure must be understandable to an ordinary consumer and placed where consumers can reasonably see it in connection with the Affiliate's recommendation or link.

TOLOCART may provide suggested disclosure language such as: "I may earn a commission if you purchase through my link." An Affiliate may use another disclosure that satisfies applicable requirements. Merely stating "affiliate link" may not adequately communicate that the Affiliate receives compensation.

TOLOCART may require an Affiliate to correct promotional content that does not contain an adequate disclosure.

13. Affiliate Compliance Program

TOLOCART may provide Affiliates with:

• disclosure tools
• approved promotional materials
• advertising guidance
• prohibited-claim lists
• trademark rules
• reporting tools
• compliance education

TOLOCART may monitor publicly available Affiliate promotional activity and investigate credible complaints. TOLOCART may suspend or terminate Affiliates that repeatedly violate promotional requirements.

14. Prohibited Marketing Practices

An Affiliate may not:

• make false, deceptive, or misleading statements
• make unsupported claims
• make unauthorized Product claims
• make deceptive earnings claims
• create fake testimonials or fake reviews
• impersonate TOLOCART or an Owner
• use deceptive domains
• engage in spam or unlawful email marketing
• use purchased or scraped lists where prohibited
• use malware, spyware, or malicious redirects
• manipulate tracking, including cookie stuffing or forced clicks
• generate artificial traffic or fraudulent transactions
• manipulate refunds or chargebacks
• use stolen payment methods
• violate trademark or copyright rights
• violate applicable advertising laws or social-media platform rules
• engage in discriminatory or unlawful conduct
• otherwise misuse the Affiliate Program

15. Paid Advertising

Unless permitted by the Owner Terms, an Affiliate may not use paid advertising involving:

• TOLOCART trademarks
• Owner trademarks
• confusingly similar marks
• prohibited keywords
• deceptive landing pages
• misleading domains
• unauthorized Product claims

Owners may establish stricter paid-advertising rules.

16. Self-Referrals

Unless expressly permitted, Affiliates may not generate Commissions through:

• purchases made by themselves
• purchases made through controlled accounts
• artificial Customer accounts
• coordinated purchases
• transactions created primarily to generate commissions
• other transactions designed to manipulate the Affiliate Program

TOLOCART may investigate transactions that appear commercially unreasonable or fraudulent.

17. Fraud and Abuse

TOLOCART may investigate:

• fraudulent transactions
• identity fraud
• payment fraud
• attribution manipulation
• self-referrals
• fake accounts or fake traffic
• chargeback or refund abuse
• prohibited advertising
• account takeover
• sanctions concerns
• other unlawful or abusive conduct

During an investigation, TOLOCART may restrict Affiliate functionality and, where legally and contractually permitted, request or instruct the applicable payment provider to delay or restrict a payout.

18. Pending Commissions

A Commission may initially be recorded as Pending. TOLOCART may establish a pending period of approximately seven (7) business days or another period disclosed through the platform. The pending period may account for:

• refunds
• cancellations
• payment reversals
• fraud screening
• chargebacks
• transaction validation
• payment-provider settlement

A Pending Commission is not necessarily an unconditional amount payable immediately.

19. Full Refunds

If a Qualifying Transaction receives a full refund during the applicable pending period, the related Commission may be canceled. The applicable Owner generally remains responsible for the Customer refund.

20. Partial Refunds

Unless otherwise specified in the Owner Terms, a partial refund will not automatically eliminate the entire Commission. TOLOCART proportionally adjusts the Commission based on the remaining transaction value.

21. Post-Settlement Refunds

After a Commission becomes Available or has been paid, a later ordinary refund will not automatically invalidate the Commission unless applicable Owner Terms or another applicable rule provides otherwise. However, TOLOCART may reverse or adjust a Commission associated with:

• a chargeback
• fraudulent activity
• payment reversal
• duplicate transaction
• attribution manipulation
• prohibited activity
• another transaction that was never validly eligible

22. Chargebacks and Reversals

If a transaction is charged back, reversed, canceled, or determined to be invalid, the related Commission may be reversed. If a Commission has already been paid, the applicable payment provider or TOLOCART may, to the extent legally and contractually permitted:

• offset the amount against future eligible Commissions
• establish a negative commission balance
• delay future payouts
• require repayment
• restrict the Affiliate account
• take another lawful recovery action

23. Negative Balances

If reversals exceed an Affiliate's Available Commission balance, the account may reflect a negative balance where permitted by the applicable payment-provider structure and law. Future Commissions may be applied against that negative balance before additional funds become payable to the Affiliate.

TOLOCART will not use a negative balance mechanism in a manner prohibited by applicable law or payment-provider rules.

24. Minimum Payout

Unless otherwise displayed by TOLOCART, the minimum payout threshold is $50 USD. Balances below the threshold may roll forward. TOLOCART may modify the threshold with reasonable notice.

25. Payouts

Eligible Available Commissions may be paid through supported payment providers. Payout timing depends on:

• eligibility
• payment-provider processing
• verification
• minimum payout requirements
• fraud review
• refunds
• chargebacks
• compliance requirements
• technical processing

TOLOCART does not guarantee a specific payout date.

26. Tax Responsibilities

You are responsible for determining and paying taxes applicable to your Affiliate earnings. TOLOCART and/or its payment providers may collect tax information and may be required to report payments to governmental authorities. TOLOCART does not provide tax advice.

27. International Affiliates

International Affiliates may be subject to:

• tax documentation requirements
• withholding
• payment-provider restrictions
• identity verification
• sanctions screening
• AML requirements
• currency restrictions
• local advertising laws
• other jurisdiction-specific requirements

TOLOCART may prohibit participation or payouts in certain jurisdictions.

28. Sanctions and Restricted Jurisdictions

You represent that your participation does not violate applicable sanctions, export controls, or other restrictions. TOLOCART may conduct screening directly or through third-party providers, and may restrict accounts or payouts where necessary to comply with law or payment-provider requirements.

29. Intellectual Property

TOLOCART retains all rights in its platform, software, trademarks, designs, technology, and other intellectual property. Affiliates receive only a limited, revocable permission to use approved materials for authorized promotion. Affiliates may not:

• register confusingly similar domains
• impersonate TOLOCART
• modify TOLOCART logos without permission
• claim TOLOCART endorsement
• copy TOLOCART software
• otherwise misuse TOLOCART intellectual property

30. Owner Intellectual Property

An Affiliate may use Owner trademarks, images, descriptions, videos, or other materials only as permitted by the Owner or applicable Owner Terms. The Affiliate is responsible for respecting third-party intellectual-property rights.

31. Account Security

Affiliates are responsible for maintaining account security. TOLOCART may require additional verification where reasonably necessary. You must promptly report unauthorized access.

32. Account Ownership Disputes

If competing parties claim ownership of an Affiliate account, TOLOCART may restrict account access or payouts while investigating, and may request documentation reasonably necessary to determine account ownership. TOLOCART is not required to adjudicate private ownership disputes between users.

33. Suspension and Termination

TOLOCART may suspend or terminate participation for:

• violation of these Terms
• fraud or abuse
• prohibited advertising
• unlawful activity
• payment-provider restrictions
• sanctions concerns
• identity-verification failure
• excessive disputes
• account takeover
• intellectual-property violations
• material risk to TOLOCART, an Owner, Customers, or other users

TOLOCART may also discontinue an Affiliate Program.

34. Disablement of an Owner Program

An Owner may disable new Affiliate enrollment without necessarily terminating existing Affiliate relationships. Unless otherwise specified:

• existing qualifying referrals may continue to earn commissions
• existing Affiliates may continue participating
• new Affiliates may not enroll

An Owner may separately terminate its Affiliate Program. Future commissions after termination will be governed by the applicable termination rules.

35. No Guarantee of Earnings

TOLOCART does not guarantee sales, traffic, conversion rates, commissions, revenue, Affiliate approval, payout timing, tracking accuracy, or continued availability of an Affiliate Program. All earnings examples are illustrative only.

36. Third-Party Services

TOLOCART may integrate with third-party payment, analytics, email, advertising, identity, fraud, and other services. Third-party services may have separate terms. TOLOCART is not responsible for third-party service interruptions or decisions outside TOLOCART's control.

37. Privacy

TOLOCART may collect and process Affiliate information as described in the TOLOCART Privacy Policy, including information necessary for account administration, payment processing, tax reporting, fraud prevention, compliance, attribution, customer support, and platform security.

38. User Content

Affiliates retain ownership of content they independently create, subject to rights granted to TOLOCART under the Platform Terms. Affiliates grant TOLOCART the limited rights necessary to operate the Service and administer the Affiliate Program.

39. Copyright and Content Complaints

TOLOCART may remove or restrict content that it reasonably believes infringes intellectual property or violates applicable law. Repeat infringers may be suspended or terminated. TOLOCART's designated copyright-agent information will be provided in the Platform Terms or applicable copyright policy.

40. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless TOLOCART and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from:

• your participation in the Affiliate Program
• your promotional activities
• your violation of these Terms
• your violation of Owner Terms
• your violation of applicable law
• your infringement of third-party rights
• your User Content
• fraud
• prohibited conduct

41. Disclaimer of Warranties

To the maximum extent permitted by law, the Affiliate Program is provided "as is" and "as available." TOLOCART disclaims warranties to the maximum extent permitted by law and does not warrant that the Affiliate Program will be:

• uninterrupted
• error-free
• secure
• accurate
• available at all times
• free of defects

Nothing in these Terms excludes a right that cannot lawfully be excluded.

42. Limitation of Liability

To the maximum extent permitted by law, TOLOCART will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, data, goodwill, or business opportunity.

To the maximum extent permitted by law, TOLOCART's aggregate liability arising from the Affiliate Program will not exceed the greater of:

1. the amount of fees actually paid by you to TOLOCART during the twelve (12) months preceding the event giving rise to the claim, or
2. $100 USD.

This limitation does not apply to liabilities that cannot legally be limited.

43. Dispute Resolution

The dispute-resolution provisions of the TOLOCART Platform Terms — including governing law, venue, and any arbitration or class-action provisions — are incorporated into these Affiliate Terms by reference.

44. Changes

TOLOCART may modify these Terms. Material changes may be communicated through the platform, email, or other reasonable means. The updated Terms will identify their effective date.

45. Electronic Acceptance

By checking the acceptance box during affiliate enrollment, accepting an Affiliate invitation, receiving an Affiliate Link, or participating after being presented with these Terms, you agree to these Affiliate Terms. TOLOCART retains electronic records of acceptance.

46. Order of Precedence

If multiple agreements apply:

1. applicable law
2. TOLOCART Platform Terms
3. these Affiliate Terms
4. applicable Owner Terms
5. other Product-specific policies

A mandatory legal or regulatory requirement always controls.

47. Severability

If a provision is invalid or unenforceable, the remaining provisions remain effective to the maximum extent permitted by law.

48. No Waiver

Failure to enforce a provision does not waive TOLOCART's right to enforce it later.

49. Assignment

An Affiliate may not assign its account or rights without TOLOCART's written consent, except as permitted by applicable law. TOLOCART may assign these Terms in connection with a merger, acquisition, restructuring, or sale of substantially all relevant assets.

50. Survival

Provisions concerning payment obligations, reversals, indemnification, intellectual property, liability, dispute resolution, governing law, and other provisions that naturally survive will survive termination.