Terms and Conditions

1. Agreement and eligibility

These Terms and Conditions (“Terms”) govern access to and use of the Referral API website, SDK, APIs, dashboard, documentation, support, and related services (the “Services”) provided by Scalith, LLC (“Scalith,” “we,” “us,” or “our”). “Customer,” “you,” and “your” mean the business or legal entity accepting these Terms and the person acting for it.

You accept these Terms by creating an account, purchasing a plan, accessing, or using the Services. If you do not agree, do not use the Services. The Services are offered only for business use. You must be at least 18 and have authority to bind the Customer. You represent that the Customer is legally formed or otherwise legally capable of entering this agreement and is not barred from using the Services.

2. Electronic communications

You consent to receive contractual, billing, operational, security, privacy, and support communications electronically. Email is the exclusive contractual communication channel to the fullest extent permitted by law. You must keep the account email current, secure, monitored, and able to receive our messages. A notice sent to that address is effective when sent, unless applicable law requires otherwise.

3. Accounts and security

Customer is responsible for its account, authorized personnel, passwords, API keys, devices, integrations, and all activity conducted through its credentials. Credentials must not be shared outside the Customer’s authorized personnel or exposed in client-side code, public repositories, logs, or other insecure locations.

Customer must use accurate account information, maintain reasonable security, apply least-privilege access, promptly revoke unnecessary access, and email us immediately after discovering suspected compromise. We may treat authenticated instructions and requests as authorized until we have reasonable notice and time to act.

4. License to use the Services

Subject to these Terms and payment of applicable fees, Scalith grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business purposes and to operate Customer’s own referral program.

No right is granted except as expressly stated. Scalith may use technical controls to enforce authentication, authorization, plans, limits, rate limits, concurrency, file size, fair use, and security restrictions.

5. Customer responsibilities

Customer is solely responsible for:

• Its websites, applications, systems, and integrations.
• Its referral program, offers, eligibility rules, commission promises, disclosures, marketing, and participant relationships.
• The accuracy, completeness, legality, and timely delivery of data and events submitted to the Services.
• Giving required privacy notices, choosing a legal basis, obtaining required consent, and responding to Customer End Users.
• Verifying reports, balances, commissions, and payout records before making payments or business decisions.
• Paying referrers and handling tax, employment, consumer, advertising, sanctions, and other obligations connected with its program.
• Maintaining backups or independent records appropriate for its business and legal obligations.

6. Customer Data

Customer retains its rights in information it submits to or processes through the Services (“Customer Data”). Customer represents and warrants that it has all rights, permissions, notices, and legal bases needed for Scalith to process Customer Data as contemplated by these Terms, the Privacy Policy, Customer’s configuration, and Customer’s instructions.

Customer grants Scalith a worldwide, non-exclusive right during the applicable processing period to host, copy, store, transmit, validate, organize, analyze, transform, display to authorized users, and otherwise process Customer Data to provide, secure, support, enforce, maintain, and improve the Services and to comply with law. This right includes processing complete referral URLs, attribution identifiers, API events and payloads, and reconciliation history required for core functionality.

Customer must not submit passwords, private keys, complete payment-card data, security codes, government identifiers, health information, biometric information, or other highly sensitive or regulated data unless Scalith expressly agrees in writing. Customer must avoid placing secrets or unrelated sensitive information in URLs and free-text fields.

7. Acceptable use

Customer must not, and must not permit anyone to:

• Use the Services unlawfully, deceptively, or to harm others.
• Operate an unlawful pyramid, deceptive referral, spam, fraudulent, or rights-infringing program.
• Access another Customer’s account or data, probe tenant boundaries, or bypass authentication or authorization.
• Share, sell, publish, or improperly expose credentials or access.
• Reverse engineer, decompile, copy, scrape, frame, mirror, or create a competing service from the Services, except to the limited extent a restriction is prohibited by law.
• Introduce malware, interfere with operation, impose abusive load, conduct denial-of-service activity, or evade plans, limits, or metering.
• Conduct penetration testing, vulnerability scanning, or other security testing without prior written permission.
• Resell, sublicense, time-share, white-label, or provide the Services to third parties as a standalone product without written agreement.
• Remove proprietary notices or misrepresent affiliation with Scalith.

We may investigate suspected violations and preserve or disclose information as permitted by the Privacy Policy and applicable law.

8. Plans, limits, and changes

Features, included usage, rate limits, concurrency, capacities, reconciliation methods, support levels, and prices depend on the selected plan. Published limits and the checkout presentation are incorporated into these Terms. Usage may be measured per account, environment, billing period, or request type as described in the Services.

Upgrades may apply after payment and reconciliation. Downgrades may restrict new activity while preserving existing records. We may enforce limits, reject over-limit requests, require an upgrade, apply fair-use controls, or suspend abusive activity. We may change or discontinue features, provided that we give notice when required by law or an applicable written agreement.

9. Paid trial

Eligible new Customer accounts may purchase one 14-day trial for $0.99. The trial is paid, requires successful payment, is not a free tier, and is available only once per Customer account. A completed trial remains consumed after cancellation, closure, or later resubscription.

Unless Customer cancels before the trial ends, the selected recurring subscription begins and the applicable recurring price is charged. Customer is responsible for reviewing the selected plan, price, billing interval, renewal timing, and account email notices. Returning subscribers begin at the selected recurring price without another trial fee or trial period.

10. Billing and cancellation

Customer authorizes Scalith and its payment-processing service providers to charge applicable trial, subscription, renewal, upgrade, usage, tax, and other disclosed amounts using the selected payment method. Subscriptions renew automatically for successive periods until cancelled. Customer is responsible for taxes other than taxes based on Scalith’s net income and for currency-conversion or bank charges.

Failed payment may result in retries, a limited grace period, restricted live processing, suspension, or termination. Customer remains responsible for accrued charges. Cancellation ordinarily takes effect at the end of the current paid or trial period and stops future renewal. It does not produce a refund, credit, or proration.

Except for a confirmed billing error caused solely by Scalith and reported as required by the Refund Policy, all fees are final and non-refundable. The Refund Policy is incorporated into these Terms.

11. Referral and payout responsibility

Referral API records and calculates referral, conversion, commission, payout, recovery, and reconciliation information from Customer Data and configuration. Scalith does not hold, custody, transfer, transmit, or pay funds to Customer’s referrers and does not guarantee that a person is legally entitled to payment.

Customer must independently verify all records before paying anyone. Customer is solely responsible for actual payouts, disputes, withholding, reporting, tax forms, sanctions screening, worker or contractor classification, and compliance with its promises and applicable law.

12. Ownership and feedback

Scalith and its licensors own the Services, software, SDK, documentation, designs, interfaces, methods, improvements, trademarks, and all related intellectual-property rights. These Terms do not transfer ownership to Customer.

Scalith may create and use aggregated or deidentified information that does not identify Customer or a person to operate, analyze, secure, benchmark, and improve the Services. If Customer provides feedback, Scalith may use, modify, commercialize, and incorporate it without restriction, attribution, or payment.

13. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or exercise rights under these Terms and will protect it using reasonable care. Confidential information does not include information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source.

A receiving party may disclose confidential information to personnel, advisers, and service providers who need it and are bound by suitable duties, or when legally required. Where lawful, it will give prompt notice and reasonable assistance concerning a compelled disclosure.

14. Privacy and data processing

Our Privacy Policy explains our privacy practices and is incorporated into these Terms. Customer is the controller or business for Customer Data and Scalith is its processor or service provider, except where Scalith independently controls Service Data. A separately signed data-processing agreement controls over conflicting general data-processing terms.

All information handled through the Services is stored and processed in the United States. No Customer-specific data-residency selection is offered. Customer authorizes that processing and any international transfer to the United States.

15. External services

The Services may interoperate with infrastructure, authentication, communications, billing, storage, currency-data, and other external services. Scalith does not control external systems and is not responsible for their independent terms, acts, omissions, availability, data, or security. Customer’s separate relationship with an external service is between Customer and that service.

16. Suspension and termination

Scalith may immediately restrict, suspend, or terminate access if Customer fails to pay, breaches these Terms, creates legal or security risk, threatens the Services or others, exceeds or evades limits, submits unlawful content, causes abusive load, or if suspension is reasonably necessary to comply with law or protect rights and systems.

Customer may stop using the Services and cancel renewal through the available billing controls. Account closure and data deletion are separate from subscription cancellation and may require verified instructions. On termination, Customer’s license ends and outstanding payment obligations remain due. Scalith may retain or delete information according to the Privacy Policy, Customer instructions, backup cycles, financial and security needs, and law.

Provisions that by their nature should survive do survive, including payment, ownership, confidentiality, disclaimers, liability limits, indemnity, dispute resolution, and general terms.

17. Warranty disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SCALITH DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND RESULTS.

Scalith does not warrant that the Services will be uninterrupted, timely, secure, error-free, complete, or compatible with every system; that defects or data can always be corrected or recovered; or that attribution, reconciliation, calculations, reports, or Customer Data will be perfect. Scalith does not guarantee revenue, referrals, conversions, commissions, payouts, savings, legal compliance, or any business outcome.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCALITH AND ITS AFFILIATES, OWNERS, OFFICERS, PERSONNEL, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, DATA, OR USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR REFERRAL OR PAYOUT DISPUTES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE FEES CUSTOMER PAID TO SCALITH DURING THE 3 MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM.

These limits apply across all theories of liability and claims in the aggregate and are an essential basis of the agreement. They do not exclude liability that applicable law does not permit the parties to exclude or limit.

19. Indemnification

Customer will defend, indemnify, and hold harmless Scalith and its affiliates, owners, officers, personnel, licensors, and service providers from claims, proceedings, losses, liabilities, damages, judgments, penalties, costs, and reasonable legal fees arising from or relating to Customer Data, Customer’s integrations or referral program, Customer End User claims, commission or payout obligations, taxes, Customer’s products or services, violation of law or third-party rights, misuse of the Services, or breach of these Terms.

Scalith may control the defense and settlement with counsel of its choice. Customer will cooperate and may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release Scalith without Scalith’s written consent.

20. Time limit for claims

To the maximum extent permitted by law, any claim arising from or relating to the Services or these Terms must be filed within 1 year after the event giving rise to the claim. A claim filed later is permanently barred. This section does not shorten a limitation period that applicable law does not allow the parties to shorten.

21. Individual arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION AND WAIVES CLASS PROCEEDINGS AND JURY TRIALS.

Except for the limited exceptions below, any dispute, claim, or controversy arising from or relating to these Terms, the Services, or the relationship between Customer and Scalith will be resolved by final, confidential, binding arbitration before one neutral arbitrator. The Federal Arbitration Act governs this arbitration agreement where applicable. The legal seat and exclusive location of arbitration is Sheridan County, Wyoming, and proceedings will be in English.

Before filing, the complaining party must email a detailed dispute notice to the other party and allow 30 days for good-faith informal resolution. Notices to Scalith must be sent to support@referralapi.dev. The notice must identify the Customer, describe the facts and legal basis, and state the requested relief.

The parties will try to agree on a neutral arbitrator. If they cannot, an arbitrator will be appointed by a court with authority under the applicable arbitration law. The arbitrator may award only relief that would be available to the individual party in court and must apply these Terms. Judgment on an award may be entered in a court with jurisdiction.

DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NO PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR ARBITRATION. THE PARTIES WAIVE TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Either party may bring an individual claim in an eligible small-claims court. Scalith may seek temporary, preliminary, or permanent injunctive or equitable relief in Wyoming courts to protect intellectual property, confidentiality, security, access controls, or systems from misuse or unauthorized access. If any part of the class-action waiver is finally found unenforceable for a particular claim, that claim must proceed in court and not in class arbitration.

22. Governing law and courts

Wyoming law governs these Terms and all disputes, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the arbitration agreement where applicable. For a matter permitted to proceed in court, the parties consent to exclusive jurisdiction and venue in the state courts located in Sheridan County, Wyoming, and the federal courts with jurisdiction over Sheridan County, Wyoming. Each party waives objections based on venue or inconvenient forum.

23. General terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, including disasters, war, terrorism, labor disputes, internet or utility failures, governmental action, epidemics, or failures of external systems.

Customer may not assign or transfer these Terms without Scalith’s written consent. Scalith may assign them to an affiliate or in connection with financing, reorganization, merger, sale, or transfer of business or assets. The parties are independent contractors. These Terms create no partnership, joint venture, employment, fiduciary, franchise, or agency relationship and no third-party beneficiary.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. Headings are for convenience. “Including” means “including without limitation.”

These Terms, the Privacy Policy, Cookies Policy, Disclaimer, Refund Policy, applicable checkout and plan terms, and any signed order or data-processing agreement form the entire agreement concerning the Services and replace prior discussions on that subject. A signed order controls for its specific commercial terms; a signed data-processing agreement controls for its specific data-processing terms; these Terms control otherwise.

24. Changes to these Terms

Scalith may update these Terms. The “Last updated” date identifies the current version. We will send material changes to the account email when required or reasonably appropriate. Unless a later date is stated, changes apply when posted. Continued use after the effective date constitutes acceptance to the extent permitted by law. If Customer does not agree, its remedy is to stop using the Services and cancel future renewal.

25. Contact

All contractual, support, billing, privacy, and dispute communications to Scalith must be emailed to support@referralapi.dev. Our street address identifies the legal entity and is not a support or correspondence channel, except where applicable law makes another method mandatory.