These Terms govern your participation in the Nexa Labs Referral Partner Program (the “Program”). By creating a partner account, clicking any acknowledgement, or otherwise participating in the Program, you agree to be bound by these Terms. Please read carefully: Section 14 contains an arbitration agreement and class-action waiver.
1. Eligibility
You must be at least 21 years of age, a resident of the United States, and legally able to enter into contracts. All information you provide must be accurate and kept current. Nexa Labs may decline or reinstate any application at its discretion.
2. Independent Relationship: No Authority to Bind
You are an independent referrer, not an employee, agent, contractor, or partner of Nexa Labs. You have no authority to bind Nexa Labs, accept payments on its behalf, or hold yourself out as its representative or spokesperson. You may not register domains, handles, or identifiers that could be confused with Nexa Labs’ own properties.
3. License to Use Brand Assets
Nexa Labs grants you a limited, revocable, non-exclusive, non-transferable license to share your referral code and link and to mention Nexa Labs product names in accurate, non-disparaging contexts. You may not modify our logos or marks, create derivative branding, or imply endorsement or official representation. This license ends automatically when your account is suspended or terminated.
4. Content Responsibilities and Restrictions
You are solely and personally responsible for every statement, post, video, or advertisement you publish in connection with your referral activity. Nexa Labs does not control, supervise, or pre-approve your content and is not its publisher or endorser.
You will not:
- Describe Nexa Labs products as suitable or intended for human use, human consumption, ingestion, injection, self-administration, dietary or supplement use, cosmetic use, veterinary use, or any medical or therapeutic application, as all products are for in vitro laboratory research only;
- Provide dosing, administration, cycling, or usage instructions of any kind directed at humans or animals;
- Claim or imply that any product treats, cures, mitigates, diagnoses, or prevents any disease, condition, or symptom, or make any health, performance, hormonal, anti-aging, recovery, weight, fitness, or aesthetic claims;
- Misrepresent the referral discount, invent percentages or limited-time offers, or mislead customers about pricing or Program terms;
- Use Nexa Labs’ name or marks in paid search campaigns, domain names, or any manner that misleads consumers about the source of the offer;
- Promote Nexa Labs on platforms that prohibit such promotion or that primarily serve minors;
- Engage in brand bidding, cookie stuffing, self-referrals, fake clicks, or any practice designed to inflate or manipulate commissions.
5. Required Disclosures (FTC)
You must clearly and conspicuously disclose your material connection to Nexa Labs in every piece of content that includes your code, your link, or a product reference. “#ad”, “#affiliate”, or a plain statement such as “I earn a commission from this link” are acceptable. Disclosures must not be buried or reduced to ambiguous shorthand. You are responsible for complying with the FTC Endorsement Guides and equivalent rules wherever your audience is located.
6. Lawful Conduct; Anti-Fraud
You will comply with all applicable laws and regulations, including anti-spam laws (CAN-SPAM and equivalents), consumer-protection and advertising-disclosure rules, and intellectual-property rights. You will not engage in spam, unsolicited bulk messaging, scraping, fraudulent clicks, identity misuse, or impersonation of Nexa Labs personnel, products, or systems.
7. Commissions, Payouts, and Withholding
Commission rates and the payout schedule are as posted on the Program pages and may be updated at any time. Current defaults: 25% of a referred customer’s first order and 15% of their reorders. The customer receives a 10% discount on every order, new or returning. Payouts are made in a single batch once per month to the payout method on file (Venmo, Cash App, PayPal, ACH, or wire transfer; processor and transfer fees may be deducted where stated, including a $15 fee per wire transfer payout). A commission becomes payable only once its referred order has been confirmed and shipped, and remains subject to chargebacks, returns, refunds, and fraud review; commissions on orders that are cancelled, refunded, or charged back are void. Nexa Labs may withhold, offset, claw back, or forfeit commissions where it has a good-faith belief of breach, fraud, or manipulation, or where required by law.
Taxes and verification. You are solely responsible for all taxes on amounts paid to you. Nexa Labs may require identity verification and an accurate tax form (e.g. IRS Form W-9) before releasing payouts, and may issue informational filings (e.g. Form 1099-NEC) where required by law. Payouts may be held until verification succeeds; unresolved holds may be forfeited after a reasonable period.
8. Strike System
Nexa Labs may issue warnings and strikes for violations. Defaults: warnings do not count toward suspension; three counting strikes suspend the account; serious violations (fraud, repeated medical claims, willful misconduct) may cause immediate suspension without prior strikes. Strikes older than 365 days stop counting. You may appeal a strike within 30 days by emailing nexalabs42@gmail.com with your account email and a written response. These defaults are guidelines, not a contractual right to a specific enforcement process; Section 9 controls.
9. Sole-Discretion Enforcement; At-Will Termination
Nexa Labs may, at its sole discretion, at any time, with or without cause or prior notice: terminate your participation; suspend, restrict, or close your account; deactivate your code and revoke the brand license; require removal of content referencing Nexa Labs; and withhold or refuse to pay earned but unpaid commissions where permitted by law. No course of dealing or prior leniency waives these rights. Termination gives rise to no liability of Nexa Labs to you.
10. Audit and Cooperation
Nexa Labs may review your content, traffic sources, referred orders, and identity information for compliance. You agree to cooperate in good faith, including taking down content within 24 hours of request and responding to written inquiries. Failure to cooperate is a material breach.
11. Confidentiality
Non-public information about the Program (commission structures, conversion data, plans, beta features) is confidential. You will not disclose or use it except to perform under these Terms. This obligation survives termination.
12. Indemnification
You will defend, indemnify, and hold harmless Nexa Labs and its owners, employees, and agents from all third party claims, regulatory actions, damages, and expenses (including reasonable attorneys’ fees) arising from your content, your acts or omissions, your breach of these Terms, or your violation of any law or third party right.
13. Disclaimers; Limitation of Liability
The Program is provided “AS IS” and “AS AVAILABLE”, without warranties of any kind. To the maximum extent permitted by law, Nexa Labs is not liable for indirect, incidental, consequential, or punitive damages, or lost profits. Nexa Labs’ aggregate liability relating to these Terms is limited to the total commissions actually paid to you in the six (6) months preceding the claim.
14. Arbitration; Class-Action Waiver
Read carefully: this affects your rights. Any dispute arising out of these Terms or the Program, other than intellectual-property or injunctive matters, shall be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, in St. Louis, Missouri or by video conference. You waive any right to participate in a class action or class-wide arbitration. If the class waiver is unenforceable, this Section is void and disputes shall be heard in the state or federal courts located in St. Louis County, Missouri. You may opt out of arbitration within 30 days of first accepting these Terms by written notice to nexalabs42@gmail.com with your full name and account email.
15. Governing Law
These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-laws principles.
16. Modifications; Electronic Acceptance
Nexa Labs may modify these Terms at any time by posting an updated version with a new effective date; material changes may require a fresh acknowledgement in your partner dashboard before payouts continue. Continued participation after the effective date constitutes acceptance. You consent to electronic records and signatures (E-SIGN / UETA); click-wrap acceptance in your dashboard is a binding signature.
17. General
Sections 2, 4, 6, 7, 9–14, and 16 survive termination. If any provision is held unenforceable, the rest remain in effect. No failure to enforce is a waiver. Nexa Labs may assign these Terms to a successor; you may not assign them without written consent. Nexa Labs is not liable for delays caused by events outside its reasonable control. These Terms are the entire agreement regarding the Program. Notices to you may be delivered by email to your address of record or by posting in your dashboard; notices to Nexa Labs go to nexalabs42@gmail.com.
End of Partner Program Terms · Version 1.0 · Effective August 25, 2026