Last Updated: August 11, 2026

PLEASE READ THESE TERMS CAREFULLY. BY APPLYING TO OR PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Introduction; Acceptance

1.1 Welcome to the NOBULL Affiliate Marketing Program (the “Program”). These NOBULL Affiliate Marketing Program Terms and Conditions (these “Terms”) govern your participation in the Program offered by NOBULL, LLC, together with its subsidiaries and affiliates (“NOBULL,” “we,” “us,” or “our”). “Affiliate,” “you,” and “your” mean the individual or entity that applies to or participates in the Program. NOBULL and Affiliate are each a “Party” and together the “Parties.”

1.2 The Program is designed to reward eligible Affiliates for referring new customers to NOBULL’s products and services. By submitting an application to the Program, accepting these Terms, using a Referral Link (as defined below), or otherwise participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Terms, as amended from time to time in accordance with Section 16. If you do not agree to these Terms, you may not participate in the Program.

1.3 The Program is administered through Social Snowball, a third-party affiliate marketing platform, or such other platform as NOBULL may designate from time to time (the “Platform”). Affiliate’s access to and use of the Platform is subject to Section 15.

1.4 Participation in the Program does not create any employment, agency, partnership, joint venture, franchise, or fiduciary relationship between Affiliate and NOBULL, as further provided in Section 14.

1.5 NOBULL may modify, suspend, or discontinue the Program, in whole or in part, and may modify or discontinue any commission structure, promotion, product eligibility, or Program feature, at any time and for any reason in its sole discretion, with or without notice and without liability to Affiliate.

2. Eligibility and Enrollment

2.1 To participate, an applicant must complete and submit an application through the enrollment process designated by NOBULL (the “Application”). NOBULL reserves the right to approve or reject any Application, and to remove any Affiliate from the Program, at its sole discretion, with or without cause and with or without notice. NOBULL is under no obligation to provide a reason for any rejection or removal.

2.2 To be eligible, an applicant must: (a) be at least eighteen (18) years of age (or the age of majority in the applicant’s jurisdiction of residence, if greater); (b) be a legal resident of a jurisdiction in which the Program is offered; (c) provide truthful, accurate, current, and complete information in the Application and promptly update that information if it changes; and (d) maintain a valid email address, an active Program account capable of receiving Program Rewards (as defined in Section 4.4), and, where Program Rewards are payable in cash, a valid and active method of receiving payment, and provide any tax or payment information NOBULL reasonably requires.

2.3 NOBULL may require identity verification, proof of age, tax documentation (including a Form W-9 or applicable Form W-8), or other information at any time as a condition of participation or payment, and may suspend participation or withhold payment pending receipt and verification of the same.

2.4 Participation in the Program is void where prohibited or restricted by law. Affiliate is solely responsible for determining whether its participation is permitted under the laws applicable to it and for complying with those laws.

2.5 Program accounts are personal to Affiliate and may not be assigned, transferred, sold, shared, or used by any other person or entity. Affiliate may maintain only one Program account unless NOBULL agrees otherwise in writing.

3. Program Participation; Referral Tracking

3.1 Upon acceptance into the Program, Affiliate will be issued one or more unique referral codes and/or tracking links (each, a “Referral Link”). Affiliate may use the Referral Link solely as expressly permitted by these Terms and may not modify, obscure, redirect, cloak, or replicate any Referral Link.

3.2 Commissions are earned only on Qualifying Sales. A “Qualifying Sale” means a completed purchase of eligible NOBULL products (a) made by an eligible customer, (b) properly tracked to Affiliate’s Referral Link by NOBULL’s or the Platform’s tracking systems, (c) for which NOBULL has actually received and retained payment in full, and (d) that has not been returned, canceled, refunded, charged back, or otherwise reversed. NOBULL determines in its sole discretion which products, collections, promotions, customers, and sales channels are eligible for commission, and may change those determinations prospectively at any time.

3.3 Referral attribution is determined solely by NOBULL’s and the Platform’s tracking records, which shall be final and binding absent manifest error. In the event of competing or overlapping referral claims, NOBULL’s records and determination shall control.

3.4 Affiliate may not use its own Referral Link to obtain discounts or commissions on its own purchases. Purchases by Affiliate, Affiliate’s immediate family members, and individuals residing at the same address as Affiliate are excluded from commission eligibility unless expressly approved in writing by NOBULL.

3.5 NOBULL is not responsible for commissions not earned or not tracked as a result of browser settings, ad blockers, cookie deletion or expiration, incorrect or altered links, customer use of a different device or browser, Platform or website downtime, technical failures, or any other circumstance outside NOBULL’s reasonable control.

3.6 NOBULL makes no representation or guarantee regarding any level of sales, traffic, earnings, or success. The Program is non-exclusive. Affiliate acknowledges and agrees that NOBULL may operate other referral, affiliate, ambassador, or marketing programs, may enter into agreements with other affiliates (including competitors of Affiliate) on the same, similar, or different terms, and may market and sell its products directly through any channel, in each case without notice or obligation to Affiliate.

3.7 Affiliate must promptly notify NOBULL of any known or suspected unauthorized use, sharing, republication, or distribution of its Referral Links or referral codes by any third party, and will cooperate with NOBULL in investigating and remediating the same.

4. Commissions and Payment

4.1 Commission rates, eligible products, payout structures, and reward forms are determined solely by NOBULL and are subject to change at NOBULL’s discretion. NOBULL will provide notice of changes by email or through the Platform, and changes will apply prospectively to Qualifying Sales occurring on or after the effective date of the change.

4.2 Commissions are calculated on the net proceeds actually received by NOBULL from the product purchased, after application of all discounts, promotional credits, loyalty redemptions, returns, refunds, and chargebacks. For the avoidance of doubt, commissions are not earned on shipping and handling, taxes, import duties or other customs clearance charges passed through to the customer, purchases of gift cards, free or promotional product, or any amounts not actually collected by NOBULL.

4.3 Commissions become payable only after expiration of the applicable refund, return, cancellation, and chargeback period, which is defined as the later of (a) sixty (60) days from the date of the Qualifying Sale and (b) the completion of any investigation into the validity of the sale. Subject to the foregoing, NOBULL will pay cleared commissions on a monthly basis. NOBULL may establish a minimum payout threshold below which commissions will accrue and roll forward to a subsequent payment period.

4.4 Commissions are earned as an amount but are satisfied in the form designated by NOBULL, which may be cash, NOBULL gift cards or store credit, product, or a combination of the foregoing (“Program Rewards”). Where Program Rewards are issued as gift cards or store credit, they will be issued to Affiliate’s email address or Program account and are subject to NOBULL’s gift card or store credit terms and conditions then in effect, are redeemable only toward the purchase of NOBULL products, are non-transferable, are not reloadable, may not be resold or exchanged, and have no cash value and are not redeemable for cash except to the extent required by applicable law. Program Rewards issued as gift cards or store credit will not expire except to the extent permitted by applicable law.

4.5 All commissions are subject to review, verification, and audit by NOBULL. NOBULL may delay, withhold, reduce, void, or reverse any commission, and may suspend Affiliate’s participation, pending or as a result of an investigation into suspected fraud, abuse, breach of these Terms, or the validity of any referred sale. Affiliate will reasonably cooperate with any such investigation.

4.6 Commissions determined by NOBULL to have been earned through fraudulent, illegal, deceptive, artificial, or otherwise prohibited sales or marketing methods, or otherwise in violation of these Terms, are void and forfeited, whether or not previously approved. NOBULL reserves the right to offset and recoup any such amounts, and any amounts overpaid or paid in error, against current or future commissions payable to Affiliate, or to require repayment by Affiliate on demand.

4.7 Affiliate must notify NOBULL in writing of any dispute regarding the calculation or payment of commissions within thirty (30) days after the applicable payment or statement date. Failure to do so constitutes a waiver of the dispute and acceptance of the amounts reported.

4.8 Affiliate is solely responsible for all taxes arising from its participation in the Program and receipt of any rewards, including all federal, state, local, and foreign income, self-employment, and other taxes. NOBULL will not withhold or pay any employment, payroll, or similar taxes on Affiliate’s behalf, and may withhold or report amounts as required by applicable law, including issuance of IRS Form 1099 where applicable. Affiliate acknowledges that Program Rewards constitute taxable compensation and are reportable as such, whether paid in cash or in gift cards, store credit, or product.

4.9 Affiliate is solely responsible for all costs and expenses incurred in connection with its participation in the Program, including the development, operation, and maintenance of its websites, social media accounts, and other promotional channels (collectively, the “Affiliate Channels”).

4.10 The commissions payable under this Section 4 constitute the sole and exclusive compensation payable to Affiliate in connection with the Program. Affiliate is not entitled to any fee, retainer, minimum guarantee, expense reimbursement, product, or other benefit except as expressly agreed by NOBULL in writing.

5. Marketing Restrictions and Affiliate Conduct

Affiliate must promote NOBULL in a lawful, ethical, and professional manner and in accordance with any brand guidelines and creative requirements made available by NOBULL, which are incorporated herein by reference and may be updated from time to time. The following practices are prohibited unless expressly authorized in advance in writing by NOBULL:

(a) Paid Search Advertising. Affiliate may not bid on, purchase, or otherwise use NOBULL’s trademarks, trade names, branded terms, product names, or common misspellings or variations thereof in paid search advertising, including on Google Ads, Bing Ads, or any other search engine or advertising platform, and may not use such terms in the title, advertising copy, description, or display URL of any paid search advertisement. Affiliate may not direct paid advertisements to any NOBULL website or landing page.

(b) Domain Names, Handles, and Look-Alike Channels. Affiliate may not register, use, or operate any domain name, subdomain, social media account, username, handle, or application that incorporates or is confusingly similar to NOBULL or its trademarks, and may not use NOBULL’s trademarks in metatags, hidden text, source code, or any part of a uniform resource locator. Affiliate may not design any Affiliate Channel in a manner that resembles a NOBULL property, frames or mirrors any NOBULL page, or would lead a consumer to believe that the Affiliate Channel is operated by, or that Affiliate is, NOBULL.

(c) Email and SMS Marketing. Affiliate may not send unsolicited commercial email or text messages promoting NOBULL. Any email or SMS marketing must comply with all applicable laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act, and Affiliate must obtain and maintain all required consents and provide all legally required opt-out mechanisms.

(d) Coupon, Cashback, and Deal Sites. Affiliate may not post, submit, or distribute Referral Links or codes on any coupon, deal, discount, cashback, loyalty, browser extension, or promotional code website or application, including CouponBird and Honey, and may not permit or facilitate any third party in doing so.

(e) Cookie Stuffing, Forced Clicks, and Parasiteware. Affiliate may not use cookie stuffing, forced clicks, click injection, hidden or automatic redirects, misleading links, interstitials, browser extensions, toolbars, shopping assistants, adware, spyware, pop-ups or pop-unders, or any other technology or practice designed to set, overwrite, or divert commission tracking or to generate commissions absent a genuine, customer-initiated referral.

(f) Misleading or Deceptive Marketing. Affiliate may not make false, misleading, or unsubstantiated statements regarding NOBULL or its products, pricing, availability, or promotions, and may not impersonate NOBULL or hold itself out as an employee, agent, spokesperson, or official representative of NOBULL.

(g) Product, Performance, and Health Claims. Affiliate may not make any claim regarding NOBULL products that is not contained in materials approved by NOBULL, including any claim regarding athletic performance enhancement, injury prevention or treatment, or any medical, therapeutic, or health benefit.

(h) Incentivized Referrals. Affiliate may not offer cash, rebates, rewards, gift cards, discounts, sweepstakes entries, or other incentives to induce a customer to use its Referral Link or code, and may not offer, advertise, or apply any discount, promotion, or pricing other than as authorized by NOBULL.

(i) Artificial or Fraudulent Activity. Affiliate may not generate referrals through bots, automated systems, scripts, incentivized traffic networks, fake or duplicate accounts, fraudulent transactions, self-referrals, or any other activity intended to manipulate or improperly inflate commissions or Program metrics.

(j) Prohibited Content and Brand Safety. Affiliate may not promote NOBULL on, or maintain in any Affiliate Channel, content that is or that promotes: sexually explicit or pornographic material; violence; illegal activity or controlled substances; firearms or weapons; gambling; discrimination or hatred on the basis of race, sex, gender identity, religion, national origin, disability, sexual orientation, or age; harassment; or content that is defamatory, obscene, deceptive, infringing, or otherwise objectionable to NOBULL in its sole discretion.

(k) Resale and Diversion. Affiliate may not purchase NOBULL products for resale, and may not use the Program to obtain products or discounts for commercial resale or diversion.

(l) Disparagement. Affiliate may not publish content that disparages NOBULL, its products, its employees, or its athletes, ambassadors, or partners, or that portrays NOBULL in a negative light.

(m) Compliance with Laws. Affiliate is solely responsible for ensuring that its referral methods and all promotional activities comply with all applicable laws, regulations, and advertising standards, including all disclosure requirements regarding its affiliate relationship with NOBULL.

NOBULL reserves the right to require the removal, correction, or modification of any marketing content that it determines in its reasonable discretion violates these Terms, is inconsistent with NOBULL’s brand guidelines, or could negatively affect NOBULL’s reputation. Affiliate will comply with any such request promptly and in any event within forty-eight (48) hours. Failure to comply may result in suspension or termination from the Program and forfeiture of any unpaid commissions earned in violation of these Terms.

6. Advertising Disclosures; FTC Compliance

6.1 It is NOBULL’s intent to treat its customers fairly and to comply fully with the Federal Trade Commission’s regulations and guidance related to advertising. Affiliate is solely responsible for complying with those requirements, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, which require, among other things, that material connections between advertisers and endorsers be clearly and conspicuously disclosed.

6.2 Accordingly, Affiliate must clearly and conspicuously disclose its material connection to NOBULL in each and every post, story, video, livestream, email, article, review, or other communication that promotes NOBULL or its products or that includes a Referral Link. Disclosures must be placed within the communication itself, in a manner and location that consumers will notice and understand without scrolling, clicking, or hovering, and must not be buried among hashtags, obscured, or relegated solely to a platform-provided disclosure tool, a profile bio, or a linked page. Acceptable disclosures include “#ad,” “#sponsored,” “paid partnership with NOBULL,” or “affiliate link,” in each case positioned so that it is seen and understood before or together with the endorsement.

6.3 Affiliate will comply with the FTC’s Rule on the Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465, and will not create, procure, or disseminate any fake, incentivized-but-undisclosed, or misrepresented review or testimonial regarding NOBULL or its competitors.

6.4 Affiliate is advised to seek and obtain its own legal advice regarding the application of these rules to the Affiliate Channels and to any promotional activity for which Affiliate receives compensation. NOBULL reserves the right, at its sole discretion, to require correction or removal of non-compliant content, to withhold or void commissions, and to suspend or terminate Affiliate’s participation in the Program if it determines that Affiliate is not in compliance with this Section 6 or any other FTC regulation or guidance NOBULL deems relevant.

7. Intellectual Property; License Grants

7.1 License to Affiliate. Subject to Affiliate’s continued compliance with these Terms, NOBULL grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of Affiliate’s participation in the Program, to use the Referral Link and the NOBULL trademarks, logos, images, and other promotional materials made available to Affiliate by NOBULL (collectively, the “Licensed Materials”), solely in the form provided and solely for the purpose of promoting NOBULL and its products in accordance with these Terms. Affiliate may not alter, modify, or create derivative works of the Licensed Materials, or use the Licensed Materials as part of a trade name, fictitious business name, domain name, handle, or entity name, without NOBULL’s prior written consent. Affiliate is entitled to use the Licensed Materials only for so long as Affiliate is a member in good standing of the Program.

7.2 Brand Guidelines. All promotional materials, including but not limited to images, logos, and slogans, must be used in a manner that is respectful of and consistent with NOBULL's brand guidelines.

7.3 Reservation of Rights. All right, title, and interest in and to the Licensed Materials and all other NOBULL intellectual property remain the exclusive property of NOBULL. All goodwill arising from Affiliate’s use of the Licensed Materials inures solely to NOBULL’s benefit. No license or right is granted by implication, estoppel, or otherwise except as expressly set forth herein. NOBULL may revoke the foregoing license at any time, for any reason, in its sole discretion, effective upon notice. Affiliate will not, during or after the term, challenge or assist others in challenging the validity of NOBULL’s intellectual property or attempt to register any confusingly similar trademark, trade name, or domain name.

7.4 License to NOBULL. Affiliate grants to NOBULL and its designees a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, distribute, publicly display and perform, edit, adapt, repost, and create derivative works of (a) all content created or published by Affiliate in connection with the Program, including photographs, video, audio, text, and social media posts (“Affiliate Content”), and (b) Affiliate’s name, handle, voice, likeness, biographical information, trademarks, and logos (the “Affiliate Trademarks”), in each case in any and all media now known or later developed, including NOBULL’s websites, social media channels, email and text communications, retail environments, and paid online and offline advertising, for purposes of advertising, marketing, and promoting NOBULL, its products, and the Program. NOBULL is not obligated to use the Affiliate Content or Affiliate Trademarks, and no additional consideration is owed for such use. Affiliate waives any right to inspect or approve such uses and waives all moral rights therein to the extent permitted by law. This license survives termination for a period of twelve (12) months and continues in perpetuity with respect to any materials created, distributed, or placed prior to expiration of that period.

7.5 Affiliate Content Warranties. Affiliate represents and warrants that it owns or has obtained all rights, consents, releases, and clearances necessary to grant the license in Section 7.4, including releases from any individual appearing in the Affiliate Content and clearances for any music, footage, or other third-party material incorporated therein.

7.6 Equitable Relief. Affiliate acknowledges that any breach of this Section 7 or of Section 8 may cause irreparable harm to NOBULL for which monetary damages would be an inadequate remedy, and that NOBULL is entitled to seek injunctive and other equitable relief without the necessity of posting bond, in addition to all other available remedies.

8. Confidentiality; Customer Data; Privacy

8.1 Confidentiality. Affiliate may receive information that is confidential or proprietary to NOBULL, including commission rates and structures, unreleased products, marketing plans and calendars, business systems, customer and sales information, pricing, and the non-public terms of Affiliate’s participation (“Confidential Information”). Affiliate will hold all Confidential Information in strict confidence, will use it solely as necessary to participate in the Program, and will not disclose it to any third party. Confidential Information does not include information that is or becomes publicly available other than through Affiliate’s breach. Affiliate may disclose Confidential Information to the extent required by law or legal process, provided that Affiliate gives NOBULL prompt prior written notice (to the extent legally permitted) and reasonable cooperation to enable NOBULL to seek a protective order. Upon termination, Affiliate will promptly return or destroy all Confidential Information in its possession. The obligations in this Section 8.1 survive termination.

8.2 Customer Data. All names, addresses, email addresses, telephone numbers, payment information, and other data relating to customers or prospective customers obtained in connection with the Program (“Customer Data”) is and remains the exclusive property of NOBULL. Affiliate acquires no right to use, retain, disclose, sell, or otherwise process Customer Data, and may not contact, market to, or scrape data regarding NOBULL customers using Customer Data.

8.3 Privacy Compliance. Affiliate will comply with all applicable privacy, data protection, and marketing laws, including the California Consumer Privacy Act (as amended), other applicable U.S. state privacy statutes, and, where applicable, the EU and UK General Data Protection Regulations. Affiliate will maintain and prominently display on the Affiliate Channels a privacy policy consistent with applicable law, will obtain all consents required for its promotional activities, and will promptly notify NOBULL of any actual or suspected unauthorized access to or disclosure of Customer Data or Confidential Information.

9. Representations and Warranties

Affiliate represents and warrants, on a continuing basis, that:

(a) it has the full right, power, capacity, and authority to enter into and perform these Terms, and these Terms constitute its legal, valid, and binding obligation;

(b) its performance does not and will not conflict with, breach, or constitute a default under any agreement or obligation binding on it;

(c) all information provided in the Application and thereafter is and will remain truthful, accurate, current, and complete;

(d) it will comply with all applicable current and future federal, state, local, and foreign laws, statutes, rules, regulations, ordinances, and licensing requirements in connection with its participation in the Program;

(e) it is the sole and exclusive owner of, or has all necessary rights in, the Affiliate Trademarks and Affiliate Content, and the licenses granted hereunder do not and will not infringe or misappropriate any copyright, trademark, trade name, service mark, right of publicity or privacy, or other proprietary right of any third party;

(f) the Affiliate Channels and all content therein do not and will not violate Section 5(j) or any applicable law, and do not contain any virus, worm, or other harmful code; and

(g) it will promptly provide NOBULL with written notice of any legal or regulatory inquiry, claim, or issue relating to its participation in the Program of which it becomes aware.

10. Termination; Effect of Termination

10.1 NOBULL may terminate Affiliate’s participation in the Program and these Terms at any time, with or without cause, effective immediately upon written notice to Affiliate, which may be given by email or through the Platform. Affiliate may terminate its participation at any time by ceasing all use of its Referral Links and notifying NOBULL or closing its Program account.

10.2 Upon termination, Affiliate must immediately: (a) cease all use of the Licensed Materials, NOBULL branding, promotional materials, Referral Links, and referral codes; (b) remove all Referral Links, codes, and Licensed Materials from the Affiliate Channels; (c) upon NOBULL’s request, remove or disable any promotional content referencing NOBULL; and (d) return or destroy all Confidential Information. All licenses granted to Affiliate terminate automatically upon termination.

10.3 Subject to Section 10.4, Affiliate is eligible to receive commissions only on Qualifying Sales occurring on or before the effective date of termination, and only if and when such commissions clear the applicable hold period under Section 4.3. Commissions do not accrue after the effective date of termination, and pending or uncleared purchases as of that date are not commissionable. NOBULL may withhold the final payment for a reasonable period to confirm the correct amount.

10.4 If NOBULL terminates or removes Affiliate from the Program as a result of fraud, abuse, or breach of these Terms, all accrued but unpaid commissions are forfeited, and NOBULL may void or deactivate any Program Reward that has been issued but not yet redeemed in respect of such commissions, in each case to the extent permitted by applicable law. NOBULL retains all rights under Section 4.6 with respect to amounts previously paid or redeemed.

10.5 Sections 3.6, 4.6, 4.8, 5, 6, 7.2 through 7.6, 8, 9, and 11 through 19, and any other provision that by its nature should survive, survive termination of these Terms.

11. Disclaimer of Warranties

THE PROGRAM, THE PLATFORM, THE LICENSED MATERIALS, AND THE NOBULL WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. NOBULL EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NOBULL MAKES NO REPRESENTATION THAT THE OPERATION OF THE PROGRAM, THE PLATFORM, OR THE NOBULL WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTION OR ERROR. NOBULL DOES NOT GUARANTEE ANY LEVEL OF SALES, TRAFFIC, COMMISSIONS, OR EARNINGS.

12. Limitation of Liability

NOBULL WILL NOT BE LIABLE TO AFFILIATE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, GOODWILL, BUSINESS, OR DATA, ARISING IN CONNECTION WITH THESE TERMS OR THE PROGRAM, EVEN IF NOBULL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOBULL’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. AFFILIATE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PROGRAM IS TO TERMINATE ITS PARTICIPATION. THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

13.1 Affiliate will indemnify, defend, and hold harmless NOBULL, its parent, subsidiaries, and affiliates, and their respective officers, directors, members, shareholders, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of, in connection with, or resulting from: (a) Affiliate’s breach or alleged breach of any representation, warranty, covenant, or obligation in these Terms or the Application; (b) Affiliate’s marketing, promotional, or other activities in connection with the Program, including any false advertising, deceptive practice, or failure to comply with FTC guidance or any other applicable law; (c) any claim that the Affiliate Content or Affiliate Trademarks, or NOBULL’s permitted use thereof, infringe or misappropriate the intellectual property, publicity, or privacy rights of any third party; (d) any claim relating to the Affiliate Channels or content therein not provided by NOBULL; and (e) Affiliate’s negligence, recklessness, willful misconduct, or fraud.

13.2 NOBULL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, in which event Affiliate will cooperate fully with NOBULL in the defense of such claim. Affiliate will not settle any claim in a manner that imposes any obligation or admission on, or adversely affects the rights of, any Indemnified Party without NOBULL’s prior written consent. The obligations in this Section 13 survive termination.

14. Independent Contractor

Affiliate is an independent contractor. Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise, sales representative, or fiduciary relationship between the Parties. Affiliate has no authority to make or accept any offer, representation, commitment, or warranty on NOBULL’s behalf, and will not make any statement, on the Affiliate Channels or otherwise, inconsistent with this Section. Affiliate is not eligible for any employee benefits, workers’ compensation, or unemployment insurance from NOBULL, and is solely responsible for all taxes and contributions as provided in Section 4.8.

15. Third-Party Program Platform

Affiliate’s access to and use of the Platform is subject to the Platform provider’s own terms of service and privacy policy, and Affiliate is responsible for reviewing and complying with the same. NOBULL is not responsible or liable for the acts, omissions, outages, tracking errors, data loss, or payment processing of the Platform or any other third-party service provider. NOBULL may change, replace, or discontinue the Platform at any time in its sole discretion.

16. Modification of These Terms

NOBULL may modify these Terms at any time in its sole discretion. Material changes will become effective following reasonable notice to Affiliates by email or through the Platform, and all other changes will become effective upon posting of the revised Terms. The “Last Updated” date above indicates when these Terms were last revised. Affiliate’s continued participation in the Program following the effective date of any modification constitutes acceptance of the revised Terms. If any modification is unacceptable to Affiliate, Affiliate’s sole remedy is to terminate its participation in the Program.

17. Governing Law; Dispute Resolution

17.1 Governing Law. These Terms and Affiliate’s participation in the Program are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

17.2 Informal Resolution. Before initiating any proceeding, the Parties will attempt in good faith to resolve any dispute informally by providing written notice describing the dispute and the relief sought and consulting with one another for a period of thirty (30) days following such notice.

17.3 Forum; Jury Waiver. Any legal action or proceeding arising out of or relating to these Terms or the Program shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each Party consents to the personal jurisdiction and venue of such courts and waives any objection to such forum, including on grounds of inconvenient forum. Notwithstanding the foregoing, NOBULL may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM.

17.4 Limitations Period. Any claim arising out of or relating to these Terms or the Program must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred, to the maximum extent permitted by applicable law.

18. General

18.1 Notices. NOBULL may provide notice to Affiliate by email to the address on file, by posting within the Platform, or by posting on the NOBULL website. Affiliate will provide notice to NOBULL at: NOBULL, LLC, 135 Morrissey Boulevard, Boston, MA 02125, with a copy by email to [email protected].

18.2 Electronic Communications. Affiliate consents to receive communications from NOBULL electronically and agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

18.3 Assignment. Affiliate may not assign or delegate these Terms or any rights or obligations hereunder, by operation of law or otherwise, without NOBULL’s prior written consent, and any purported assignment without such consent is void. NOBULL may freely assign these Terms, including to an affiliate or to a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. These Terms bind and inure to the benefit of the Parties and their permitted successors and assigns.

18.4 Waiver. No failure or delay by either Party in enforcing any provision of these Terms operates as a waiver of that or any other provision, and no waiver is effective unless in writing.

18.5 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will remain in full force and effect.

18.6 Entire Agreement. These Terms, together with the Application and any brand guidelines and program policies incorporated by reference, constitute the entire agreement between the Parties with respect to the Program and supersede all prior and contemporaneous agreements, understandings, and communications, whether oral or written, with respect to the subject matter hereof. Notwithstanding the foregoing, if Affiliate is party to a separate written agreement with NOBULL governing ambassador, athlete, endorsement, sponsorship, or content services, that agreement remains in full force and effect and will control in the event of any conflict with these Terms.

18.7 Headings; Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either Party as drafter.

18.8 Force Majeure. NOBULL will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control.

19. Acceptance

By applying to or participating in the NOBULL Affiliate Program, you confirm that you have read, understood, and agree to be bound by these Terms. You acknowledge that any violation of these Terms may result in suspension or termination of your participation in the Program and forfeiture of any accrued commissions.