Terms of Service

These Terms of Service ("Terms") govern your use of the Convertly platform and services (the "Service") provided by Convertly — operated in the United States by Convertly (a Delaware-organized entity, "Convertly US") and in India by its Indian operating affiliate (a sole proprietorship, "Convertly India"). Together referred to as "Convertly," "we," "us," or "our." By accessing or using the Service, you agree to be bound by these Terms.

1. Service Description

Convertly is an ambassador commerce software platform for Shopify brands. We provide tools for managing affiliate / creator / ambassador programs: tracking, attribution, commission calculation, creator storefronts, content management, and payout record-keeping. Convertly is a software-as-a-service product; we are not a financial institution, payment processor, money transmitter, escrow agent, tax advisor, accountant, legal advisor, or employment agency.

2. Payments and Payouts

You (the Brand) are the legal payer of record for all commissions, fees, or other amounts owed to your creators, ambassadors, or affiliates. Convertly calculates amounts owed based on your campaign configuration, surfaces tax-withholding suggestions, and records payments you tell us you have made. We do not custody, hold, transmit, or facilitate the actual movement of funds from you to your creators. You send payments through your own payment method (PayPal, UPI, bank transfer, etc.) outside the Convertly platform and confirm them in our interface for record-keeping.

Convertly is not registered as a money transmitter in any U.S. state or other jurisdiction, and our operating model does not require such registration. We do not provide payment processing, payment facilitation, money services business, or remittance services.

Tax obligations are entirely yours. Convertly may surface informational calculations (e.g., India TDS withholding suggestions, US 1099 thresholds) as software conveniences. These calculations are not tax advice, are not guaranteed accurate for your situation, and do not relieve you of any obligation to: accurately compute your own withholding; deposit any required taxes to the relevant tax authority on time; file all required returns and statements (including Form 16A in India, 1099-NEC in the U.S., and equivalents elsewhere); maintain your own books and records; and consult a qualified accountant or attorney for your specific situation.

3. Account Terms

• You must be at least 18 years old to use the Service.
• You must provide accurate and complete information when creating an account.
• You are responsible for maintaining the security of your account and credentials.
• You must have a valid Shopify store to use the Convertly Shopify app.
• You are responsible for all activity that occurs under your account, including any actions taken by team members or agents you authorize.

4. Billing & Subscriptions

Convertly uses Shopify's billing system. Subscription charges appear on your Shopify invoice. The Free plan is available at $0/month plus a usage fee on creator-attributed sales (currently 5%, capped per the pricing page). Paid plans (Starter, Growth, Scale) reduce the usage fee rate and unlock additional features. You can change or cancel your plan at any time; charges are non-refundable except where required by law.

Convertly's fees are separate from any commissions you pay creators. We do not take a percentage of creator commissions.

5. Acceptable Use

You agree not to use Convertly for any unlawful purpose, to send spam or unsolicited communications, to manipulate referral tracking or discount codes, to circumvent or undermine our security, to impersonate any person or entity, or to violate any applicable laws or regulations. We may suspend or terminate accounts that we reasonably believe are engaged in such activity.

6. Creator and Third-Party Relationships

Creators using the Service are independent of Convertly. We do not employ, contract with, or sponsor creators on your behalf. Your legal relationship with each creator (including any contractor agreement, IP license, or commission arrangement) is between you and that creator directly. Convertly facilitates communication and record-keeping but is not a party to your creator agreements.

7. AI Features and Sub-Processors

Some Convertly features use third-party large language models (currently Claude, provided by Anthropic, PBC) to generate suggestions, email drafts, storefront content, and similar outputs. When you use AI features, the relevant inputs (which may include brand and creator data) are processed by the third-party model provider under their terms. AI-generated outputs are suggestions only — you are responsible for reviewing them before use.

We use additional sub-processors to operate the Service, including (non-exhaustive) Shopify, Vercel, Railway, Neon, Upstash, Cloudflare, Resend, ImageKit, Sentry, and payment-related providers when configured. A current sub-processor list is available on request to legal@convertlyhq.com.

8. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. Convertly does not warrant that the Service will be error-free, that defects will be corrected, or that any data or calculations will be accurate or complete.

9. Limitation of Liability

To the maximum extent permitted by law, Convertly's total aggregate liability arising out of or related to these Terms or your use of the Service is limited to the greater of (a) the amount of fees you paid to Convertly in the twelve (12) months preceding the event giving rise to the claim, or (b) USD 100. In no event will Convertly be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if we have been advised of the possibility of such damages.

10. Indemnification

You agree to defend, indemnify, and hold harmless Convertly, its operators, affiliates, and personnel from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any law or third-party right (including any creator's rights); (d) any tax assessment, penalty, or filing obligation relating to commissions you pay; or (e) any dispute between you and a creator.

11. Service Availability

We aim for high availability but do not provide a guaranteed uptime SLA on any plan unless explicitly stated in writing. We may perform maintenance, modify features, or temporarily suspend access without prior notice. Loss of service does not entitle you to a refund except as required by law.

12. Force Majeure

Convertly is not liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to natural disasters, acts of war or terrorism, government action, internet or telecommunications failures, cyberattacks, or third-party service provider outages.

13. Termination

You may terminate your account at any time by canceling your Convertly app from your Shopify admin. We may suspend or terminate accounts for breach of these Terms, suspected fraud, or as required by law. Upon termination, your data is retained per our Privacy Policy and as required by applicable law (typically up to 7 years for financial records).

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Any dispute arising from these Terms or your use of the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Delaware or another location mutually agreed. You waive any right to a jury trial and to participate in any class, collective, or representative action. Small claims court is available for disputes within its jurisdictional limits.

For users resident in the European Union, United Kingdom, or India, mandatory local-law rights are preserved to the extent legally required. India-resident users may also contact our Indian grievance officer at legal@convertlyhq.com for issues falling under the Digital Personal Data Protection Act, 2023.

15. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via email or in-app notification at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

16. Entire Agreement; Severability

These Terms (together with the Privacy Policy and any plan-specific or order-form terms you agree to) constitute the entire agreement between you and Convertly regarding the Service. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

Contact

Questions? Email legal@convertlyhq.com.

These Terms are provided for clarity about how the Service operates. They are not legal advice. If you need legal counsel about your use of the Service, consult a qualified attorney.