Terms of Service

These Terms govern your use of Subswell (the "Service"), operated by [COMPANY LEGAL NAME], [REGISTERED ADDRESS] ("Subswell", "we", "us"). By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a business, you confirm you're authorised to bind that business, and "you" means that business.

1. What Subswell does

Subswell is a marketplace for paid newsletter recommendations. Advertisers pay a cost per subscriber ("CPA") to be recommended by other newsletters. Publishers show those recommendations to their own new subscribers, for example in our widget or hosted page, and earn a share of the CPA for each subscriber that passes the quality check. A newsletter can be both an advertiser and a publisher.

2. Accounts

• You must be at least 18 and use the Service for business purposes.
• Give accurate information and keep it up to date. You must confirm your email address before adding funds, launching campaigns, promoting campaigns or requesting payouts.
• You're responsible for everything that happens under your account. Keep your password secure and tell us immediately at [CONTACT EMAIL] if you suspect unauthorised access.
• We review every newsletter before it can advertise or publish, and we may decline or revoke approval at our discretion, including for low quality, misleading content or a poor quality check record.

3. Advertisers

3.1 Prepaid balance and processing fees

• Campaigns are funded from a prepaid balance in US dollars. Top-ups currently include a payment processing fee of 4.4% + $0.30, shown before you pay. Processing fees are non-refundable.
• Unused balance doesn't expire. You may request a refund of unused balance within 90 days of the top-up. Refunds are made to the original payment method, less processing fees, and may be refused where we suspect fraud or abuse.
• If a payment is reversed, refunded or charged back, we deduct the corresponding amount from your balance, which may become negative. Campaigns pause while your balance can't cover the next subscriber.

3.2 Campaigns, quality check and charges

• You set your CPA at or above the minimum for your chosen quality check level, which is currently $1.50 for Standard and $2.50 for Premium. You may cap total spend with a budget.
• When a subscriber is referred, the CPA is held from your balance during a quality check of 14 days (Standard) or up to 21 days (Premium). You're only charged if the subscriber passes the quality check; otherwise the held amount is returned to your balance.
• The Standard check confirms, using our automated checks and information from your email platform, that the subscriber is a genuine reader and is still subscribed at the end of the hold. The Premium check also requires the subscriber to engage with your emails. We decide how the checks work and may change them at any time to keep them effective; their details are confidential. We don't guarantee that every confirmed subscriber will stay engaged.
• You may dispute a subscriber during the hold for a listed reason. If they are no longer on your list when the hold ends, the held amount is returned to you; if you keep them on your list, we review the dispute and our decision is final. Quality check decisions become final when the hold ends, except in cases of fraud.
• You choose which publishers may promote you. We may pause any campaign that breaches these Terms.

3.3 Your responsibilities for subscriber data

• Each referred subscriber has asked to receive your newsletter. You become responsible for their data once it reaches your email platform. You must comply with applicable anti-spam and data protection laws (for example CAN-SPAM, GDPR, CASL and India's DPDP Act), include a working unsubscribe link, and honour unsubscribes promptly.
• You may only use referred email addresses to send the newsletter the subscriber signed up for. Selling, renting or sharing them is prohibited.
• You authorise us to access your connected email platform to add subscribers and to read their subscription status and activity for the quality check. Your API credentials are stored encrypted.

4. Publishers

• You may only promote campaigns you've been approved for. Recommendations must be presented clearly as optional subscriptions that readers actively choose.
• You must not: submit email addresses without the person's knowledge and consent; incentivise signups (e.g. with rewards or gated content); use bots, scripts, purchased lists or disposable addresses; pre-subscribe readers without a visible opt-in; or misrepresent the advertiser's newsletter.
• You earn the publisher share of each CPA, currently 80% (Subswell keeps 20%), when a referral is confirmed. Pending and rejected referrals earn nothing. The rate applicable to a campaign is fixed when that campaign is created.
• Payouts are available once your confirmed earnings reach $50.00 and are usually processed within 5 business days via PayPal or bank transfer. We may ask for identity, tax or business information before paying out. You're responsible for your own taxes.
• If we find that referrals were fraudulent or breached these Terms, we may reject them, reverse related earnings (including after confirmation), withhold payouts, and suspend your account.

5. Fees and changes to pricing

Subswell's share of each CPA and the processing fee are shown in the app and on our pricing page. We may change them with at least 14 days' notice. Changes don't apply to existing campaigns or to top-ups you've already paid for.

6. Acceptable use

You must not use the Service for newsletters or content that is illegal, deceptive, hateful, sexually explicit, promotes violence, infringes others' rights, or offers financial "get rich quick" schemes. You must not attempt to probe, disrupt or reverse-engineer the Service, bypass rate limits or quality check, or access other users' data.

7. Our content and your content

We grant you a limited, non-exclusive, non-transferable licence to use the Service and embed our widget for its intended purpose. You keep ownership of your newsletter name, logo and descriptions, and grant us a licence to display them in the Service and the widget (including your partners' recommendation pages) for as long as your account is active.

8. Suspension and termination

You may close your account at any time. We may suspend or terminate accounts that breach these Terms, create risk or legal exposure, or are involved in fraud. On closure, confirmed publisher earnings above the payout minimum are paid out, except where withheld for fraud, and unused advertiser balance is handled under section 3.1.

9. Disclaimers

The Service is provided "as is" and "as available". We don't guarantee any number of subscribers, earnings, engagement, uninterrupted availability, or that third-party services (email platforms, payment providers) will work as expected.

10. Limitation of liability

To the maximum extent permitted by law, we aren't liable for indirect, incidental, special or consequential damages, or lost profits, revenue or data. Our total liability for any claim relating to the Service is limited to the fees Subswell retained from your account in the 12 months before the claim.

11. Indemnity

You agree to indemnify us against claims arising from your newsletter, your use of subscriber data, or your breach of these Terms or applicable law.

12. Changes to these Terms

We may update these Terms. We'll notify you of material changes by email or in the app at least 14 days before they take effect. Continuing to use the Service after that means you accept the changes.

13. Governing law

These Terms are governed by [GOVERNING LAW, e.g. the laws of India]. Disputes are subject to the exclusive jurisdiction of [COURTS, e.g. the courts of Bengaluru, Karnataka].

14. Contact

[COMPANY LEGAL NAME], [REGISTERED ADDRESS]. Email: [CONTACT EMAIL]