TollBit Publisher Terms of Service

Last Updated February 6, 2025

Welcome to Tollbit!

The TollBit Platform is designed to allow content creators, owners, and licensees to monitor, control and monetize their content in a new digital world, driven by artificial intelligence. These “Tollbit Publisher Terms of Service” (which we call the “Terms”) set forth the rules that govern your access to and use of the Tollbit Platform. Although we have tried our best to remove any legalese from these Terms, there are places where they may still read like a traditional contract. There’s good reason for that: these Terms form a legally binding contract between you and Novoscribe Inc. (“Tollbit”). If you are using the Tollbit Platform on behalf of a business or entity, you represent that you are authorized to bind that business or entity to these Terms and you agree to these Terms on behalf of that business or entity (with all references to “you” and “your” meaning that business or entity).

ARBITRATION NOTICE: THESE LEGAL TERMS CONTAIN AN ARBITRATION CLAUSE. YOU AND TOLLBIT AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED PURSUANT TO THAT ARBITRATION CLAUSE, AND YOU AND TOLLBIT WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF THE CLASS-ACTION WAIVER AS EXPLAINED IN THAT ARBITRATION CLAUSE.

By using the Tollbit Platform, you agree to these Terms. If you don’t agree with these Terms, you are prohibited from using the Tollbit Platform.

The TollBit Platform. TollBit has developed a proprietary platform and related service designed to help content creators, owners, and licensees monitor, control, and monetize AI bots’ access and usage of their content (“TollBit Platform”).
TollBit Platform Access. Subject to these Terms, TollBit grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the TollBit Platform, which TollBit may update from time to time in its discretion. You may provide access to the TollBit Platform to your employees, contractors, and Affiliates (defined below) (“Authorized Users”), provided you agree to be liable for any acts or omissions of your Authorized Users while using the TollBit Platform. You are responsible for maintaining the confidentiality of your and your Authorized Users’ usernames, passwords, and account information. Without limiting any other rights or remedies, TollBit may immediately suspend your or any Authorized User’s access to the TollBit Platform if we reasonably believe (a) you or an Authorized User have materially violated this Agreement; (b) you or an Authorized User have used the TollBit Platform in a way that raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; or (c) to protect the integrity or availability of the TollBit Platform. You may not use the Tollbit Platform if you are a person who is barred from doing so under the laws of the United States or any other applicable jurisdiction — including, for example, if you appear on the U.S. Treasury Department’s list of Specially Designated Nationals or faces any other similar prohibition
Content License Agreements. Using the TollBit Platform, you may enter into agreements (“Content License Agreements”) with purchasers (“Developers”) to monetize and use the content, data, and information (collectively, “Publisher Data”) that you have made available via the TollBit Platform. You will be able to set the specific fees associated with the Publisher Data using the TollBit Platform in your Tollbit Platform account portal. You agree and acknowledge that each Content License Agreement is an agreement solely between you and the applicable Developer. TollBit is not a party to any Content License Agreement and TollBit does not license content to the Developer or guarantee Publisher Data will be monetized. Any interaction between you and a Developer is a matter directly between you and that specific Developer. Any guidance TollBit provides you, including if TollBit recommends a standard form Content License Agreement, is solely informational and you may decide to follow it or not, at your own risk. TollBit has no control over and does not guarantee that Developers will actually pay amounts owed for the Publisher Data or use the Publisher Data in compliance with any applicable Content License Agreement.
Bot Paywall. Using the TollBit Platform, you may redirect web traffic for websites containing Publisher Data to a subdomain hosted by TollBit for the purpose of authenticating that the party accessing such websites has entered into a Content License Agreement on the TollBit Platform. If you elect to use TollBit’s Bot Paywall service, the subdomain will solely authenticate the parties accessing your websites who have agreed to a Content License Agreement and rates set on the TollBit Platform. TollBit will not use, host, publicly display, publicly perform, or copy the Publisher Data via the subdomain.
Beta Products. From time to time, Tollbit may, in its sole discretion, include test features or products on the Tollbit Platform (“Beta Offerings”). If you choose to use any Beta Offerings, you agree they are provided “as is” and may contain errors, defects, bugs or inaccuracies that could fail or cause corruption or loss of data and information. As such, you agree that use of any Beta Offerings is at your own risk. If Tollbit provides you with access to any Beta Offerings on a closed beta or confidential basis, you agree that they are confidential and that you will not divulge, display, or otherwise disclose the existence of such Beta Offerings without our prior written consent.
Trademark and Brand Use. In consideration for access to the TollBit Platform, you grant TollBit a non-transferable, non-sublicensable, non-exclusive, royalty free, fully paid up and worldwide right and license to use your trademarks, service marks, trade names, or service names (collectively, “Marks”) to list the Publisher Data on the TollBit Platform, administer the Bot Paywall, and market and promote the TollBit Platform, with any goodwill generated through TollBit’s use of the Marks inuring solely to your benefit. TollBit agrees to comply with any reasonable brand guidelines provided by you in advance.
Usage Restrictions. You and your Authorized Users will not use the TollBit Platform for any purpose other than those expressly set forth herein, including, without limitation, to directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the TollBit Platform, (b) modify, translate, or create derivative works based on the TollBit Platform, (c) remove any proprietary notices or labels from the TollBit Platform, or (d) use the TollBit Platform to develop or improve a product or service that is competitive to TollBit or any of its products or services.
Data Processing Addendum. Each party will comply with its obligations under the Data Processing Addendum attached and incorporated into this Agreement as Exhibit A.
Third Party Services. The TollBit Platform may enable access to or integration with services, sites, technology, application, or resources operated and offered by third parties (“Third Party Services”). Your access and use of Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties, and you may be required to authenticate to or create separate accounts to use the Third Party Services. Some Third-Party Services may provide TollBit with access to certain information that you have provided to such Third-Party Services. TollBit has no control over and is not responsible for such Third-Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third-Party Services, or on the privacy practices of the Third-Party Services. TollBit will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Any dealings you have with third parties while using the TollBit Platform are between you and the third party. TollBit is not liable for any loss caused by, or claim that you may have against, any such third party or that arise under your agreements with any such third party. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL THIRD-PARTY SERVICES ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. IF CUSTOMER USES ANY THIRD-PARTY SERVICES, TOLLBIT WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. TOLLBIT DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES.
Respecting Others’ Rights. TollBit respects the rights of others. And so should you. You therefore may not use the TollBit Platform or enable anyone else to use the TollBit Platform, in a manner that violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right. When you submit content to the TollBit Platform, you agree and represent that you own that content, or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the TollBit Platform. TollBit honors copyright laws, including the Digital Millennium Copyright Act and takes reasonable steps to expeditiously remove from the TollBit Platform any infringing material that we become aware of. If we become aware that a user has repeatedly infringed copyrights, we will take reasonable steps within our power to suspend or terminate the user’s account. If you believe that anything on the TollBit Platform infringes a copyright that you own or control, please report it by contacting us at dmca@tollbit.com. Don’t use this email address for anything other than reporting copyright infringement, as such emails will be ignored. If you file a notice with our Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:
1. contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. identify the copyrighted work claimed to have been infringed;
3. identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
4. provide your contact information, including your address, telephone number, and an email address;
5. provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Additional Service Fees; Taxes. From time to time, TollBit may make additional services available to you via the TollBit Platform. If you elect to use such services, you will pay the fees set in your account portal, if any, without offset or deduction. You shall make all payments hereunder in US dollars on or before the due date set forth in the account portal. All amounts payable by you hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value added and property taxes (collectively “Taxes”). You will be solely responsible for payment of any Taxes, except for those taxes based on the income of TollBit. You will not withhold any Taxes from any amounts due TollBit.
Ownership. As between you and TollBit, you and your Affiliates (defined below) retain all rights, title, and interest in and to your Marks and the Publisher Data, unless specifically granted to TollBit in this Agreement. As between you and TollBit, TollBit and its Affiliates retain all rights, title, and interest in and to the TollBit Platform and any data derived from the use of the TollBit Platform, unless specifically granted to you in these Terms. “Affiliate” means in the case of a party, any entity that, at the applicable time, is directly or indirectly controlling, controlled by, or under common control with such party.
Feedback. If either party provides the other with any feedback on their products or services, such party grants the other a non-exclusive, perpetual, irrevocable, worldwide license to exploit such feedback in any manner without restriction, including to develop their services and products and to create and own derivative works based on such feedback.
Representations and Warranties. Each party represents, warrants, and covenants that (a) such Party has the required power and authority to enter into these Terms and to perform its obligations hereunder, (b) the execution of these Terms and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party, and (c) these Terms constitutes a legal, valid and binding obligation when signed by both Parties. You represent and warrant that (i) you have all rights necessary to permit TollBit to use the Publisher Data as contemplated herein, (ii) TollBit will not owe you or any third parties any fees, royalties, or payments resulting from the use of the Publisher Data pursuant to these Terms, and (iii) that you have had the opportunity to consult with independent legal counsel regarding any guidance provided by Tollbit, including the use of a standard form Content License Agreement.
Indemnification. By accessing or using the Tollbit Platform, you agree to indemnify, defend, and hold harmless Tollbit and its Affiliates, directors, officers, shareholders, members, authorized representatives, employees, agents, successors, and assigns from and against any third party claims, losses, liabilities, damages, costs, settlements, judgments, awards, and other expenses (including reasonable outside attorney’s fees) (collectively, “Indemnification Claims”) that are based on or arise from (a) your breach or alleged breach of these Terms or any applicable law, rule, or regulation, (b) your actual or alleged gross negligence or willful misconduct, (c) any dispute with a Developer (including your breach or alleged breached any Content License Agreement), or (d) your infringement of any third party intellectual property rights, privacy rights, contractual rights, or other proprietary rights. If you are obligated to indemnify TollBit, then you agree that TollBit (or, at its discretion, a TollBit Affiliate) will have the right, in its sole discretion, to control any action or proceeding and to determine whether TollBit wishes to settle any such Indemnification Claim. You agree, at all times, to fully cooperate with Tollbit in the defense or settlement of any Indemnification Claim. You will not enter into any settlements without TollBit’s prior written consent, which it may give or withhold for any reason whatsoever.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL TOLLBIT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR TOLLBIT OR ITS AFFILIATES HAVE BEEN ADVISED OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. TOLLBIT’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE TOLLBIT PLATFORM, INCLUDING ANY RELATED CAUSE OF ACTION, SHALL BE LIMITED TO THE GREATER OF (I) ONE-HUNDRED DOLLARS ($100) OR (II) THE FEES PAID BY YOU TO TOLLBIT DURING THE TWELVE MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NOTHING IN THE AGREEMENT LIMITS ANY LIABILITY TO THE EXTENT IT CANNOT BE LIMITED BY APPLICABLE LAW.
DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TOLLBIT PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND TOLLBIT DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TOLLBIT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. TOLLBIT DOES NOT WARRANT THAT THE TOLLBIT PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE TOLLBIT PLATFORM WILL BE SECURE OR UNINTERRUPTED.
TOLLBIT PLATFORM DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT TOLLBIT DOES NOT LICENSE PUBLISHER DATA AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR ENDORSEMENTS REGARDING ANY PUBLISHER DATA, PUBLISHER, OR DEVELOPER THAT EITHER PARTY MAY OBTAIN OR CONTRACT WITH THROUGH THE TOLLBIT PLATFORM. ANY LICENSE FOR PUBLISHER DATA IS AN AGREEMENT SOLELY BETWEEN THE APPLICABLE DEVELOPER AND THE APPLICABLE PUBLISHER, TO WHICH TOLLBIT IS NOT A PARTY. EACH PARTY EXPRESSLY AGREES THAT TOLLBIT WILL NOT BE LIABLE FOR ANY DAMAGE ARISING FROM THE PUBLISHER DATA OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
ARBITRATION AND CLASS ACTION WAIVER.
1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
2. Informal Process First. You and TollBit agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and TollBit agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
3. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to TollBit’s services and/or products, including the TollBit Platform, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and TollBit agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with TollBit, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and Class Actions (as defined below) are not permitted. You understand that by agreeing to these Terms, you and TollBit are each waiving the right to trial by jury or to participate in a Class Action or class arbitration.
4. Exceptions. Notwithstanding the foregoing, you and TollBit agree that the following types of disputes will be resolved in a court of proper jurisdiction:
  1. Claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  2. Claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
  3. intellectual property Claims.
5. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, TollBit will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse TollBit for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by TollBit before the arbitrator was appointed, TollBit will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
6. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and TollBit agree that in the event that there are one-hundred (100) or more individual Claims of a substantially similar nature filed against TollBit by or with the assistance of the same law firm, group of law firms, or organizations, then within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (a) administer the arbitration demands in batches of one-hundred (100) Claims per batch (plus, to the extent there are less than one-hundred (100) Claims left over after the batching described above, a final batch consisting of the remaining Claims); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by TollBit. You and TollBit agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated Claims under any circumstances, except as expressly set forth in this provision.
7. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to arbitration@tollbit.com. The notice must be sent to TollBit within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise, you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt-out of only the arbitration provisions, and not also the Class Action waiver, the Class Action waiver still applies. You may not opt-out of only the Class Action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, TollBit also will not be bound by them.
8. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TOLLBIT EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND TOLLBIT AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND TOLLBIT EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND TOLLBIT AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEE PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.
Governing Law. Except to the extent they are preempted by U.S. federal law, the laws of New York, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
Exclusive Venue. To the extent that these Terms allow you or TollBit to initiate litigation in a court, both you and TollBit agree that, except for a claim that may be brought in small claims court, all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the TollBit Platform will be litigated exclusively in the state and federal courts for New York, New York. You and TollBit consent to the personal jurisdiction of that court.
Waiver; Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. Failing to insist upon strict performance of any provision of these Terms, or to exercise any rights provided for in these Terms, will not be deemed a waiver of such provision or right going forward. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.
Termination and Suspension. While we hope you use the TollBit Platform for the duration of your business, you can terminate these Terms at any time if you are not a party to an active Content License Agreement entered into using the Tollbit Platform by canceling your TollBit Platform account and discontinuing your use of the TollBit Platform. We may also terminate or suspend your access to the TollBit Platform at any time and for any reason. In all cases, and regardless of who terminates these Terms, both you and TollBit will continue to be bound by Sections 3 and 7 - 26.
Miscellaneous. These Terms contain the entire understanding and agreement between the parties, and supersede any prior agreements between the parties, in each case with respect to the subject matter hereof. The parties are independent contractors. Neither party is an employee, agent, co-venturer or legal representative of the other party for any purpose. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” Any notice permitted or required under these Terms will be in writing and will be delivered in person or by email and addressed as set forth in these Terms or to such other address as a party may provide from time to time to the other party.
Modifying the TollBit Platform and These Terms. We’re relentlessly improving the TollBit Platform and creating new products. That means we may add or remove features, products, or functionalities, and we may also suspend or stop providing the TollBit Platform altogether. We may take any of these actions at any time for any reason, and when we do, we may not provide you with any notice beforehand. This also means we may need to update these Terms to reflect any changes to the TollBit Platform or how we provide the TollBit Platform, as well as to comply with legal requirements, or for other legal or security reasons. If those changes to these Terms are material we will provide you with reasonable advance notice (unless changes are required sooner, for example, as a result of a change in legal requirements or where we are launching new services or features). If you continue to use the TollBit Platform once the changes come into effect, we will take that as your acceptance of any changes.
Notice. We welcome comments, questions, concerns, or suggestions You can contact us or get support any time by contacting us at team@tollbit.com

Exhibit A

Data Processing Addendum

This Data Processing Addendum (“DPA”) amends and forms part of the written agreement between Customer and TollBit (“TollBit”) (collectively, “the parties”) for the provision of services to Customer (the “Agreement”). This DPA prevails over any conflicting term of the Agreement but does not otherwise modify the Agreement.

Definitions
In this DPA:
“Controller”, “Data Subject”, “Processing” (related terms such as “Process” and “Processed” shall have corresponding meanings), “Processor”, “Service Provider”, “Supervisory Authority”, and “Third Party” have the meaning given to them in Data Protection Law (as defined below);
“Data Protection Law” means the General Data Protection Regulation (EU) 2016/679 ("GDPR") and all other Data Protection Laws of the European Union, the European Economic Area (“EEA”), and their respective Member States, Switzerland and the United Kingdom (“UK”); (ii) certain U.S. federal and state privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (California Civil Code § 1798.100) (“CCPA”); and (iii) all laws implementing or supplementing the foregoing;
“Data Subject Rights” means all rights granted to Data Subjects by Data Protection Law, such as the right to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making;
“Restricted Data Transfer” means any international transfer of Personal Data that would be prohibited under Data Protection Law in the EEA or UK without implementation of additional safeguards such as Standard Contractual Clauses.
“Personnel” means any natural person acting under the authority of TollBit;
“Personal Data” means any information that constitutes “personal data” or “personal information” within the meaning of applicable Data Protection Law that TollBit Processes on behalf of Customer in performing the Services under the Agreement.
“Personal Data Breach” means the unauthorized destruction, loss, control, alteration, disclosure of, or access to, Personal Data for which TollBit is responsible, to the extent that the incident constitutes a reportable “data breach”, “personal data breach”, “breach of the security of the system”, or other similar term as defined under Data Protection Law. Personal Data Breaches do not include unsuccessful access attempts or attacks that do not compromise the confidentiality, integrity, or availability of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“Sell” means to sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to a Third Party for monetary or other valuable consideration.
“Sensitive Data” means any type of Personal Data that is designated as a sensitive or special category of Personal Data, or otherwise subject to additional restrictions under Data Protection Law or other laws to which the Controller is subject;
“Services” means the services and/or products to be provided by TollBit to Customer under the Agreement. The Services shall also include any required, usual, appropriate or acceptable methods to perform activities related to the Services, including (a) carrying out the Services or the business of which the Services are a part, (b) carrying out any benefits, rights and obligations related to the Services, (c) maintaining records relating to the Services, and (d) complying with any legal or self-regulatory obligations related to the Services;
“Share” means to share, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to Third Parties for targeted advertising to an individual based on Personal Data obtained from the individual’s activity across non-affiliated or distinctly-branded websites, applications, or services;
“Subprocessor” means a Processor engaged by a Processor to carry out Processing on behalf of a Controller;
“Standard Contractual Clauses” means (i) the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the “EU SCCs”), and (ii) where the UK GDPR applies, the EU SCCs as supplemented by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the Commissioner under S119A(1) Data Protection Act 2018 (the “UK SCCs”).
Capitalized terms used but not defined herein have the meaning given to them in the Agreement.
Scope and Roles
This DPA applies only to the extent that TollBit Processes Personal Data that is subject to applicable Data Protection Law in the course of providing the Services pursuant to the Agreement.
If Data Protection Law applies to the Processing of Personal Data, the parties agree that TollBit shall Process Personal Data only as a Processor acting on behalf of Customer and, with respect to CCPA and other applicable U.S. state privacy laws, as a Service Provider, in each case, regardless of whether Customer acts as a Controller or as a Processor on behalf of a third-party Controller with respect to Personal Data.
The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Annex I, which is an integral part of this DPA.
Instructions
TollBit will only Process Personal Data to provide the Services to Customer.
It is the parties’ intent that TollBit is a Service Provider, and TollBit certifies that it will not (a) Sell or Share Personal Data; (b) Process Personal Data outside the direct business relationship between the parties or for any purpose other than to provide the Services in accordance with the Agreement, unless required or authorized by Data Protection Law; or (c) combine the Personal Data that TollBit receives from or on behalf of Customer with personal data that TollBit collects or receives from another person.
Customer’s instructions are documented in Annex I, the Agreement, and any applicable statement of work.
Customer may issue additional instructions to TollBit as it deems necessary to comply with Data Protection Law. Such instructions must be provided to TollBit in writing and acknowledged in writing by TollBit as constituting instructions for purposes of this DPA, and TollBit may charge a reasonable fee to comply with any such additional instructions.
The parties acknowledge and agree that the disclosure of Personal Data by the Customer to TollBit does not form part of any monetary or other valuable consideration exchanged between the parties.
Customer Responsibilities

5.1 Customer is responsible for the lawfulness of Personal Data Processing in connection with the Services. Customer shall (i) provide all notices and obtain all consents, permissions and rights necessary under applicable Data Protection Law for TollBit to lawfully Process Personal Data for the purposes contemplated by the Agreement; (ii) make appropriate use of the Services to ensure a level of security appropriate to the particular content of the Personal Data; (iii) comply with all Data Protection Law applicable to the collection of Personal Data and the transfer of such Personal Data to TollBit and its Subprocessors; and (iv) ensure its Processing instructions comply with applicable laws (including applicable Data Protection Law).
Personnel and Subprocessing
TollBit will require all Personnel authorized to Process Personal Data agree to maintain the confidentiality of the data.
Customer authorizes TollBit to engage and disclose Personal Data to the Subprocessors identified in Annex III (“Subprocessor List”); and Subprocessors engaged in accordance with Section 5.3.
Where TollBit intends to engage any additional Subprocessor not already identified on the Subprocessor List, TollBit will notify Customer of the proposed engagement of the Subprocessor giving Customer the opportunity to object. If Customer does not make a reasonable objection to the proposed engagement within 30 days of TollBit providing notice to Customer under this Section 5.3, Customer is deemed to have authorized the engagement of such Subprocessor. If Customer objects prior to the appointment of such Subprocessor on reasonable grounds relating to the Subprocessor’s ability to protect Personal Data in accordance with this DPA, TollBit will work with Customer in good faith to resolve the issue. If an alternative solution cannot be found, Customer and TollBit may agree to terminate the impacted Services, and the Customer shall pay TollBit any fees due for the Services performed prior to termination.
TollBit will enter into a written agreement with all Subprocessors which imposes substantially similar obligations on the Subprocessors as this DPA imposes on TollBit. TollBit will remain fully liable to the Customer for the performance of each Subprocessor’s data protection obligations relating to this DPA in the event the Subprocessor fails to fulfil those obligations.
To the extent required by law, TollBit will provide a copy of TollBit’s agreements with Subprocessors to Customer upon request. TollBit may redact commercially sensitive information before providing such agreements to Customer.
Restricted Data Transfers
In the event that the Personal Data Processed under the DPA is subject to Data Protection Law and the transfer of Personal Data to TollBit would be restricted in the absence of the Standard Contractual Clauses, the parties agree that the Standard Contractual Clauses shall be incorporated into this DPA with Customer as the “data exporter” and TollBit as the “data importer.”
The EU SCCs are completed as follows: the optional docking clause in Clause 7 is implemented; Clause 9(a) option 2 is implemented and the time period therein is specified as thirty (30) days; the optional redress clause in Clause 11(a) is struck; the governing law in Clause 17 is the law of Ireland; the court in Clause 18(b) are the courts of Ireland; and Annex 1, 2 and 3 to the EU SCCs are the appendices of this DPA. To the extent required by Data Protection Law in the UK, Part 1, tables 1, 2 and 3 of the UK SCCs will be deemed to be completed like its equivalent provisions in the EU SCCs. For the purpose of Part 1, Table 4, the party that may end the UK SCCs in accordance with Section 19 of the UK SCCs is the importer.
Security and Personal Data Breaches
TollBit will implement and maintain technical and organizational measures in relation to the Processing of Personal Data designed to provide a level of security appropriate to the risks which may occur as a result of Processing Personal Data, and in particular the risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including the measures listed in Annex II (as appropriate).
TollBit will inform Customer without undue delay after becoming aware of a Personal Data Breach, and will provide Customer with details of the Personal Data Breach and reasonable assistance in remediating and mitigating the effects of the Personal Data Breach.
TollBit’s notification of or response to a Personal Data Breach under Section 7.2 will not be construed as an acknowledgement by TollBit of any fault or liability with respect to the Personal Data Breach.
In the event of a Personal Data Breach, Customer is solely responsible for determining whether Data Protection Law requires the notification of affected individuals, regulators and other parties of the Personal Data Breach.
Assistance
TollBit will reasonably assist Customer, including by implementing appropriate technical and organizational measures, with the fulfilment of Customer’s own obligations under Data Protection Law, including:
complying with Data Subjects’ requests to exercise Data Subject Rights;
replying to inquiries or complaints from Data Subjects;
replying to investigations and inquiries from Supervisory Authorities;
conducting data protection impact assessments, and prior consultations with Supervisory Authorities; and
providing notifications to affected individuals, regulators and other parties in connection with Personal Data Breaches.
Unless prohibited by Data Protection Law, TollBit will inform Customer as soon as reasonably practicable if TollBit:
receives a request, complaint or other inquiry regarding the Processing of Personal Data from a Data Subject or Supervisory Authority;
receives a binding or non-binding request to disclose Personal Data from law enforcement, courts or any government body;
is subject to a legal obligation that requires TollBit to Process Personal Data in contravention of Customer’s instructions; or
is otherwise unable to comply with Data Protection Law or this DPA.
Unless prohibited by Data Protection Law, TollBit will obtain Customer’s written authorization before responding to, or complying with any requests, orders, or legal obligations referred to in Section 8.2.
Accountability
Customer has the right, upon notice, to take reasonable and appropriate steps to stop and remediate TollBit’s unauthorized use of Personal Data.
TollBit will inform Customer without undue delay if TollBit believes that a written instruction by Customer pursuant to this DPA, violates Data Protection Law, in which case TollBit may suspend the Processing until Customer has modified or confirmed the lawfulness of the instructions in writing.
Audit
Upon Customer’s prior written request, and no more than once annually, TollBit will make available to Customer the required information reasonably necessary to demonstrate compliance with the obligations of Data Protection Law and this DPA. TollBit shall provide additional information as reasonably necessary to allow for and contribute to audits, including inspections, conducted by a Supervisory Authority, Customer or another auditor mandated by law.
If a third party is to conduct a Customer-requested audit, TollBit may object to the auditor if the auditor is, in TollBit’s reasonable opinion, not suitably qualified or independent, a competitor of TollBit or otherwise manifestly unsuitable. Such objection by TollBit will require Customer to appoint another auditor or conduct the audit itself.
The audit must be conducted during regular business hours at the applicable facility, subject to an audit plan agreed to between the parties at least two weeks in advance and may not unreasonably interfere with TollBit’s business activities.
If Customer’s requested audit scope is addressed in an SSAE 16/ISAE 3402 Type 2, ISO, NIST or similar audit report performed by a qualified third-party auditor within twelve (12) months of Customer’s audit request and TollBit confirms there are no known material changes in the controls audited, Customer agrees to accept those findings in lieu of requesting an audit of the controls covered by the report.
Any Customer-requested audits are at Customer’s expense. Customer shall reimburse TollBit for any time expended by TollBit or its Subprocessors in connection with any Customer-requested audits or inspections at TollBit’s then-current professional services rates, which shall be made available to Customer upon request.
Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this DPA. The audit reports are confidential information of the parties under the terms of the Agreement.
Liability
The total combined liability of either party and its affiliates towards the other party and its affiliates, whether in contract, tort or any other theory of liability, under or in connection with Agreement and this DPA combined, will be limited to limitations on liability or other liability caps agreed to by the parties in the Agreement.
Confidentiality
TollBit will keep all Personal Data and all information relating to the Processing thereof in strict confidence.
Analytics

15.1 Customer acknowledges and agrees that TollBit may create and derive from Processing related to the Services anonymized and/or aggregated data that does not identify Customer or any natural person, and use, publicize or share with third parties such data to improve TollBit’s products and services and for its other legitimate business purposes.
Notifications
TollBit will make all notifications required under this DPA as agreed to in the Agreement.
Term and Duration of Processing
On expiration or termination of the Agreement, or upon written request from Customer at any time, TollBit will, as soon as reasonably practicable, return or securely delete and destroy all Personal Data in TollBit’s possession or control, except as otherwise required by law or set out in the Agreement. Upon request from Customer, TollBit will certify such secure deletion in writing within thirty (30) days of Customer’s request.
Modification of this DPA
This DPA may only be modified by a written amendment signed by both Customer and TollBit.
Invalidity and Severability
If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

ANNEX I

A. LIST OF PARTIES

Customer is the Controller and the data exporter and TollBit is the Processor and the data importer.

B. DESCRIPTION OF TRANSFER

Subject Matter	TollBit’s provision of services to Customer.
Duration of the Processing	For the term of the Agreement and as required under applicable law.
Nature and Purpose of the Processing	TollBit will Process Personal Data for the purposes of providing the Services to Customer in accordance with the DPA.
Frequency of the Processing	Continuous.
Categories of Data	Any Personal Data available on Customer’s website, whether it pertains to website visitors or individuals featured in Customer’s editorial content, including Internet and network activity information (such as IP addresses, device ID and cookie data); any Personal Data provided by Customer about Customer’s employees and authorized users.
Sensitive Data Processed	The Services are not intended to Process Sensitive Data unless otherwise agreed to between the parties.
Data Subjects	Visitors of Customer’s websites, individuals featured in Customer’s editorial content, and Customer’s employees and authorized users.

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority is the Irish Data Protection Commission.

ANNEX II

TollBit shall implement and maintain the controls listed in this Annex II in accordance with industry standards generally accepted by information security professionals as necessary to reasonably protect Personal Data during storage, processing and transmission.

Physical access control

Technical and organizational measures to prevent unauthorized persons from gaining access to the data processing systems available in premises and facilities (including databases, application servers and related hardware), where Personal Data is Processed, include: (a) establishing security areas, restriction of access paths; (b) establishing access authorizations for employees and third parties; (c) access control system (ID reader, magnetic card, chip card); (d) key management, card-keys procedures; (e) door locking (electric door openers etc.); (f) security staff, janitors; (g) surveillance facilities, video/CCTV monitor, alarm system; and (h) securing decentralized data processing equipment and personal computers.

Virtual access control

Technical and organizational measures to prevent data processing systems from being used by unauthorized persons include: (a) user identification and authentication procedures; (b) ID/password security procedures (special characters, minimum length, change of password); (c) automatic blocking (e.g. password or timeout); (d) monitoring of break-in-attempts and automatic turn-off of the user ID upon several erroneous passwords attempts; (e) creation of one master record per user, user-master data procedures per data Processing environment; and (f) encryption of archived data media.

Data access control

Technical and organizational measures to ensure that persons entitled to use a data processing system gain access only to such Personal Data in accordance with their access rights, and that Personal Data cannot be read, copied, modified or deleted without authorization, include: (a) internal policies and procedures; (b) control authorization schemes; (c) differentiated access rights (profiles, roles, transactions and objects); (d) monitoring and logging of accesses; (e) disciplinary action against employees who access Personal Data without authorization; (f) reports of access; (g) access procedure; (h) change procedure; (i) deletion procedure; and (j) encryption.

Disclosure control

Technical and organizational measures to ensure that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media (manual or electronic), and that it can be verified to which companies or other legal entities Personal Data are disclosed, include: (a) encryption/tunneling; (b) dynamic data masking; (c) logging; and (d) transport security.

Entry control

Technical and organizational measures to monitor whether Personal Data has been entered, changed or removed (deleted), and by whom, from data processing systems, include: (a) logging and reporting systems; and (b) audit trails and documentation.

Availability control

Technical and organizational measures to ensure that Personal Data are protected against accidental destruction or loss (physical/logical) include: (a) backup procedures; (b) mirroring of hard disks (e.g. RAID technology); (c) uninterruptible power supply (UPS); (d) remote storage; (e) antivirus/firewall systems; and (f) disaster recovery plan.

Separation control

Technical and organizational measures to ensure that Personal Data collected for different purposes can be processed separately include: (a) separation of databases; (b) “internal client” concept / limitation of use; (c) segregation of functions (production/testing); and (d) procedures for storage, amendment, deletion, transmission of data for different purposes.

ANNEX III

List of Subprocessors

Customer authorizes TollBit to engage the following Subprocessors:

Subprocessor Company Name	Subprocessor Location	(Description of Processing activities carried out by Subprocessor)
AWS	United States	Cloud provider
Google Cloud	United States	Analytics
Clerk	United States	User Authentication
Plausible Analytics	Estonia (EU)	Website analytics

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