Terms of Service

Acceptance of these terms

These Terms of Service ("Terms") form a binding contract between you ("Customer", "you") and Leaping Logic LLC trading as HeldSway ("HeldSway", "we", "us", "our"). By creating an account, signing into the platform, or using any part of the service, you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy and Acceptable Use Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use the service.

The service

HeldSway provides a software-as-a-service affiliate-management platform that lets brands operate affiliate, referral, and partner programs — including click and conversion tracking, commission rule management, automated payouts, and an affiliate-facing portal.

We continually improve and update the service. We may add, modify, or remove features at any time. We will provide reasonable notice for material changes that adversely affect your use of the service.

Account & registration

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) to create an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately if you suspect unauthorised access.

Acceptable use

Your use of HeldSway is governed by our Acceptable Use Policy. Violations may result in suspension or termination of your account.

Subscriptions, fees, and billing

HeldSway is offered on the plans described on our pricing page. By subscribing to a paid plan, you authorise us to charge your payment method for the applicable fees on a recurring basis until you cancel.

Pay-As-You-Go (Nano)

On the Nano plan, fees equal a percentage of the affiliate payouts you process through the platform, as published on the pricing page. A minimum batch fee may apply, as described there.

Flat-rate plans

On Basic, Standard, and Custom plans, fees are charged in advance for each billing period (monthly or annually, as you select). Annual billing requires payment of the full annual fee upfront.

Taxes

Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying applicable taxes (other than taxes on our net income).

Free trial

New accounts may receive a 30-day free trial. We do not require a payment method to start the trial. We will email you before the trial ends. If you do not enter a payment method by the end of the trial, your account will be suspended and any data you created remains accessible for a reasonable period during which you can export it.

Cancellation and refunds

You may cancel your subscription at any time from within the platform. Cancellation takes effect at the end of the current billing period; you keep access to paid features until then.

Except where required by law, monthly fees are non-refundable. For annual subscriptions, refund eligibility is described in your order form or, if none, evaluated on a case-by-case basis.

Intellectual property

Our intellectual property

HeldSway, the HeldSway logo, the user interface, the documentation, and all software underlying the service are owned by Leaping Logic LLC or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the service for the duration of your subscription, subject to these Terms.

Your data

You own your customer data. By using the service you grant us a worldwide, non-exclusive licence to host, process, and transmit your data for the limited purpose of providing the service. You are responsible for the legality of the data you upload.

Feedback

If you send us feedback, suggestions, or feature requests, we may use them without restriction or compensation to you.

Third-party services

The service integrates with third-party platforms (Shopify, WooCommerce, Stripe, Paddle, Braintree, PayPal, RentMy, Zapier, and others). Your use of those services is subject to their own terms and privacy policies. We are not responsible for the availability, content, or practices of third-party services.

Disclaimers

The service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

We do not warrant that the service will be uninterrupted, timely, secure, or error-free. We do not warrant the accuracy or completeness of any information made available through the service.

Limitation of liability

To the maximum extent permitted by law, in no event will Leaping Logic LLC, its officers, directors, employees, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, revenue, data, or goodwill — arising out of or related to your use of the service.

Our total cumulative liability for any claim arising out of or relating to these Terms or the service will not exceed the fees you have paid to HeldSway in the twelve months preceding the event giving rise to the claim.

Indemnification

You agree to defend, indemnify, and hold harmless Leaping Logic LLC and its officers, directors, employees, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your use of the service, your customer data, or your breach of these Terms.

Suspension and termination

We may suspend or terminate your account if you breach these Terms, our Acceptable Use Policy, fail to pay fees, or engage in conduct that we reasonably believe creates legal or operational risk for HeldSway or other customers.

On termination, your access to the service ends. We will retain your customer data for a reasonable period during which you can export it, then delete it in accordance with our retention schedule.

Governing law and dispute resolution

These Terms are governed by the laws of the State of New York, USA, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms will be brought exclusively in the state or federal courts located in St. Lawrence County, New York, and the parties consent to personal jurisdiction in those courts.

If you are a consumer in a jurisdiction whose laws give you the right to bring claims locally, nothing in this section overrides those rights.

Changes to these terms

We may update these Terms from time to time. Material changes will be communicated via email and via an in-app notice at least 30 days before they take effect. Continued use of the service after the effective date constitutes acceptance of the updated Terms.

Miscellaneous

Entire agreement: These Terms, together with the Privacy Policy and Acceptable Use Policy, are the entire agreement between you and HeldSway regarding the service.
Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
No waiver: Our failure to enforce any right or provision will not be a waiver of that right or provision.
Assignment: You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Questions about these Terms?

For legal inquiries or contract questions, use our contact form and choose "Press / media" or "Something else". For sales-related contract questions (annual contracts, custom plans), choose "Sales".

Open the contact form