Terms of Service

Welcome to Nutrl, Inc. (“Nutrl,” “we,” “us,” or “our”), operator of the Nutrl platform (the “Platform” or “Service”), accessible at nutrl.com and any associated applications, tools, or services (collectively, the “Site”).

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “Member”) and Nutrl regarding your access to and use of the Platform and Site. These Terms apply to all Members who sign up for or use the Platform to promote Advertiser Campaigns.

By accessing or using the Site, registering for an account, or participating in any Campaign or Program as a Member, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform or Site.

Nutrl may modify, add, or remove any provisions of these Terms at any time, in its sole discretion, without providing any notice to you. We will post the revised Terms on the Site with an updated “Last Revised” date. Your continued access to or use of the Platform or Site after the revised Terms are posted constitutes your acceptance of the changes. It is your sole responsibility to review the Terms periodically for updates.

PLEASE READ THESE TERMS CAREFULLY. They contain important information about your legal rights, remedies, and obligations, including limitations of liability, disclaimers, indemnification obligations, and a dispute resolution clause.

1. Eligibility

The Platform is intended for businesses and individuals who are at least 18 years of age (or the age of majority in your jurisdiction) and capable of forming a binding contract. By using the Platform as a Member, you represent and warrant that you meet these requirements.

To use the Service as a Member, you must create an account by providing accurate, current, and complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use or security breach.

Nutrl reserves the right, in its sole discretion, to refuse, suspend, or terminate any account at any time and for any reason.

2. Use of the Platform; Limited License

Subject to your compliance with these Terms, Nutrl grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose: promoting Advertiser Campaigns as a Member to drive traffic and earn Commissions.

You may not:

Copy, modify, distribute, sell, or otherwise exploit any portion of the Platform or Site Content without our prior written consent.
Use automated means (e.g., scripts, bots, scrapers) to access or interact with the Platform.
Reverse engineer, decompile, or attempt to derive the source code of any part of the Platform.
Use the Platform for any unlawful purpose or in violation of any applicable laws, including FTC endorsement guidelines, data protection laws, and anti-spam regulations (e.g., CAN-SPAM, GDPR, CCPA where applicable).

3. Roles and Obligations

All Members must:

Comply with all applicable laws, regulations, and these Terms.
Maintain a conspicuous privacy policy on any website, social channel, or promotional method used in connection with the Platform.
Provide accurate information at all times and promptly update it.
Not engage in any fraudulent, deceptive, or unethical activities.
Promote Campaigns only through approved methods and in strict compliance with each Campaign’s terms.
Clearly and conspicuously disclose material connections to Advertisers (e.g., “#ad” or “affiliate link”) in all promotions, as required by law.
Not modify Links or creatives without permission.
Ensure all promotional activities are ethical, non-misleading, and do not infringe third-party rights.

Nutrl acts solely as a facilitator and is not a party to any direct contract between you (as Member) and any Advertiser unless expressly stated. Each Campaign Description forms a separate agreement directly between the Advertiser and you as the Member.

4. Intellectual Property

All content, trademarks, logos, designs, and technology on the Platform are owned by Nutrl or its licensors and are protected by U.S. and international copyright, trademark, and other laws. You are granted no ownership rights.

By posting Content, you grant Nutrl a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, and display such content solely to operate and improve the Platform.

You represent and warrant that your use of Links, creatives, and promotions does not infringe any third-party intellectual property rights. Nutrl may remove any content that violates this provision.

5. Payments and Commissions

Member Payments: Nutrl facilitates payment of Commissions from Advertisers to Members. Payments are issued only after the Advertiser has paid Nutrl in cleared funds and the Transaction has been approved. Nutrl has no obligation to pay Members if the Advertiser fails to pay Nutrl.
Minimum Thresholds and Schedules: Payments are processed according to Nutrl’s published schedule and minimum balance requirements (subject to change). Unused balances may be carried forward.
Chargebacks and Adjustments: Nutrl or the Advertiser may debit your account for invalid, reversed, or non-bona-fide Transactions (including returns, cancellations, or fraud) at any time, even after payment has been issued.
Taxes: You are solely responsible for all taxes on Commissions or other payments you receive. Nutrl may withhold taxes as required by law.

6. Prohibited Conduct

You agree not to:

Engage in spam, unsolicited communications, or any activity violating anti-spam laws.
Use bots, scripts, iframes, or other methods to generate artificial or non-bona-fide Transactions.
Bid on protected brand terms in paid search without Advertiser approval.
Promote Campaigns through misleading claims, adult content, illegal activities, or content that is defamatory, obscene, or harmful.
Share account access or Links with unauthorized parties.
Collect or misuse personal data in violation of applicable data protection laws.
Attempt to circumvent tracking or attribution mechanisms.

Violation of these rules may result in immediate termination, forfeiture of unpaid Commissions, and legal action.

7. Confidentiality and Data Protection

You agree to keep Confidential Information secret and use it only as necessary for Platform use. Both parties will comply with all applicable data protection laws. Nutrl’s Privacy Policy (available on the Site) is incorporated by reference.

8. Termination

Nutrl may suspend or terminate your account or access to the Platform at any time, with or without notice, for any reason, including breach of these Terms. Advertisers may terminate you from a specific Campaign with notice as specified in the Campaign terms.

Upon termination:

You must immediately cease using the Platform and remove all Links.
Outstanding approved Commissions will be paid according to standard processes (subject to chargebacks).
Provisions regarding liability, indemnification, IP, confidentiality, and dispute resolution survive termination.

9. Disclaimers

THE PLATFORM AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NUTRL DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION OF THE PLATFORM, NOR ANY SPECIFIC RESULTS OR COMMISSION LEVELS.

Nutrl is not responsible for the actions, content, or performance of any Advertiser, nor for any disputes between you and any Advertiser.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUTRL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL NUTRL’S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU TO NUTRL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR $1,000 IF NO PAYMENTS WERE MADE).

11. Indemnification

You agree to indemnify, defend, and hold harmless Nutrl and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Platform as a Member; (ii) your Member Content or promotions; (iii) your breach of these Terms or any Campaign terms; or (iv) your violation of any law or third-party rights.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in Williamson County, Texas. You consent to the personal jurisdiction of such courts.

You agree to resolve any dispute first through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration administered by JAMS in Austin, Texas, under JAMS rules, except that either party may seek injunctive relief in court.

13. Miscellaneous

Severability: If any provision is held invalid, the remainder remains in full force.
No Waiver: Failure to enforce any right does not constitute a waiver.
Assignment: You may not assign these Terms without our prior written consent. Nutrl may assign freely.
Entire Agreement: These Terms, together with any Campaign terms and the Privacy Policy, constitute the entire agreement between you and Nutrl regarding your use of the Platform as a Member.
Contact: For questions about these Terms, contact legal@nutrl.com.

By signing up for or using the Nutrl Platform as a Member, you acknowledge that you have read, understood, and agree to these Terms of Service.

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