Terms of Service

For the purposes of this Agreement, the following definitions shall apply:

"Service" or "Platform"

The Nunterei marketplace platform and all associated services, features, and functionality.

"User," "you," or "your"

Any individual or entity accessing or using the Service.

"Publisher"

A User who operates a newsletter and offers advertising space through the Platform.

"Advertiser"

A User who purchases advertising space in newsletters through the Platform.

"Content"

Any text, images, videos, audio, data, or other materials uploaded, submitted, or transmitted through the Service.

"Campaign"

An advertising initiative created by an Advertiser for placement in newsletters.

"Booking"

A confirmed agreement between a Publisher and Advertiser for advertising placement.

"Platform Fee"

The commission charged by Nunterei for facilitating transactions, based on tiered pricing structure as detailed in Section 8.

"Successful Delivery"

Ad placement is considered successfully delivered when: (a) Publisher sends newsletter to their subscriber list on agreed date, (b) Ad content appears in agreed position and format, (c) Newsletter reaches at least 90% of stated subscriber count.

"Non-Delivery"

Failure to include ad, sending to less than 90% of subscribers, or delay exceeding 48 hours without prior agreement.

"Prolonged Inactivity"

Accounts with no login or transaction activity for 12 consecutive months.

2.1 Agreement to Terms. By accessing, browsing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these terms, you must immediately discontinue use of the Service.

2.2 Eligibility. You must be at least 18 years old and have the legal capacity to enter into contracts. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement.

2.3 Modifications to Agreement. We reserve the right to modify this Agreement at any time. We will provide notice of material changes via email or through the Service. Your continued use after such modifications constitutes acceptance of the updated terms.

2.4 Electronic Communications. By using the Service, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications satisfy any legal requirement for written communication.

3.1 Platform Overview. Nunterei operates a marketplace platform that facilitates connections between newsletter publishers and advertisers, enabling efficient discovery, negotiation, and execution of advertising placements.

3.2 Core Services. The Platform provides the following services:

• Discovery and matching of newsletter advertising opportunities using AI-powered recommendations
• Campaign creation, management, and performance tracking tools
• Secure payment processing and escrow services through Stripe Connect
• Analytics dashboards and reporting capabilities
• Messaging and communication systems between parties
• Media kit creation and management for publishers
• Automated booking and scheduling systems

3.3 Service Availability. While we strive for continuous availability, we do not guarantee uninterrupted access to the Service. We may modify, suspend, or discontinue any aspect of the Service at any time.

4.1 Account Creation. To access certain features, you must create an account providing accurate, current, and complete information. You agree to update your information promptly to maintain its accuracy.

4.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must immediately notify us of any unauthorized access or security breach.

4.3 Identity Verification. We reserve the right to verify your identity and may request additional documentation. Failure to provide requested verification may result in account suspension or termination.

4.4 Multiple Accounts. Users are limited to one account per individual or entity. Creating multiple accounts to circumvent restrictions, manipulate the system, or for fraudulent purposes is strictly prohibited.

4.5 Account Transfers. Accounts are non-transferable. You may not sell, trade, or transfer your account to another party without our explicit written consent.

5.1 Publisher Obligations. As a Publisher, you agree to:

• Provide accurate and verifiable newsletter metrics, including subscriber counts and engagement rates
• Honor all confirmed bookings and deliver advertising placements as agreed
• Maintain editorial independence while fulfilling advertising commitments
• Respond to advertiser inquiries within 48 business hours
• Comply with all applicable advertising laws, including FTC disclosure requirements
• Not artificially inflate metrics or engage in fraudulent practices
• Maintain professional standards in all communications

5.2 Content Standards. Publishers must ensure their newsletters do not contain:

• Illegal, harmful, or offensive content
• Copyright infringing materials
• Misleading or deceptive information
• Content that violates third-party rights
• Malware, viruses, or harmful code

5.3 UK/EU Specific Requirements. Publishers operating in the UK or EU must:

• UK Publishers: Comply with ASA CAP Code and include clear 'Ad' or 'Sponsored' labels on all advertising content
• EU Publishers: Comply with Directive 2005/29/EC on unfair commercial practices
• All publishers must respect GDPR requirements for subscriber data processing
• Implement appropriate technical and organizational measures for data protection
• Provide clear and transparent disclosures about advertising content

5.4 Quality Standards. Publishers must maintain minimum quality standards, including regular publication schedules, professional presentation, and genuine subscriber engagement. We reserve the right to remove publishers who fail to meet these standards.

6.1 Advertiser Obligations. As an Advertiser, you agree to:

• Provide advertising content that complies with all applicable laws and regulations
• Ensure all claims in advertisements are truthful and substantiated
• Make timely payments for all confirmed bookings
• Respect publisher editorial independence and content guidelines
• Not request or pressure publishers to provide false endorsements
• Provide creative assets by agreed deadlines
• Maintain professional standards in all communications

6.2 Prohibited Advertising. The following types of advertising are prohibited:

• Illegal products or services
• Deceptive or misleading claims
• Adult content or services
• Discriminatory content
• Pyramid schemes or multi-level marketing
• Counterfeit goods
• Regulated products without proper disclaimers

6.3 Campaign Approval. All campaigns are subject to review and approval. We reserve the right to reject or remove campaigns that violate our policies or that we determine, in our sole discretion, are inappropriate for the Platform.

6.4 Advertiser Termination Rights. We reserve absolute discretion to suspend or terminate any advertising campaign that may harm our reputation or violate these terms, with pro-rated refunds for undelivered services. Termination may occur immediately upon discovery of violations.

7.1 Content Requirements. All advertising content must:

• Be clearly labeled as advertising with "Ad", "Sponsored", or similar disclosure
• Not mislead readers about the nature of the content
• Include all legally required disclosures and disclaimers
• Be appropriate for the newsletter's audience
• Not contain false or unsubstantiated claims
• Comply with FTC guidelines on endorsements and testimonials

7.2 Industry-Specific Standards. Advertisements for regulated industries must:

• Financial Services: Include required risk disclosures and regulatory information
• Healthcare: Comply with FDA guidelines and include required warnings
• Alcohol: Include responsible drinking messages and age restrictions
• Gambling: Include problem gambling resources and age restrictions
• Cryptocurrency: Include volatility warnings and regulatory compliance statements

7.3 Format Standards. Advertisements must maintain professional presentation:

• Use high-quality images and graphics
• Maintain readability with appropriate font sizes and contrast
• Not use excessive capitalization or misleading formatting
• Respect the publisher's design guidelines
• Include functional links that direct to legitimate landing pages

7.4 Performance Standards. Advertisers must ensure:

• Landing pages load within 3 seconds on standard connections
• All linked content remains available for at least 30 days post-publication
• Tracking pixels and analytics comply with privacy regulations
• No malicious code or unauthorized tracking mechanisms

8.1 Tiered Platform Fees. Nunterei charges platform fees based on monthly transaction volume:

8.2 Enterprise Service Level Agreement. Enterprise users (processing $20,000+/month) may request a separate Service Level Agreement with 99.5% uptime commitment and dedicated support.

8.3 Payment Processing. All payments are processed through our third-party payment processor, Stripe. By using the Service, you agree to be bound by Stripe's terms of service and privacy policy. Publishers must maintain an active Stripe Connect account to receive payments.

8.4 Payment Terms and Escrow. Advertisers agree to pay all fees associated with bookings at the time of confirmation. Payments are held in escrow until successful delivery confirmation. Release occurs within 24 hours of delivery or advertiser approval. Platform fees are automatically deducted before disbursement.

8.5 Multi-Currency Support. Transactions may be processed in USD, GBP, or EUR. Foreign exchange rates are applied at time of transaction using Stripe's current rates plus a 1% foreign exchange fee. Currency conversion is final and non-reversible.

8.6 Refunds and Disputes. Refunds may be issued in cases of non-delivery, material breach, or mutual agreement. All payment disputes must first be attempted to be resolved through our dispute resolution process before initiating chargebacks. Pro-rated refunds will be issued for partially delivered services.

8.7 Taxes. You are responsible for determining and paying all applicable taxes related to your use of the Service. Nunterei is not responsible for collecting, reporting, or remitting any taxes arising from your transactions.

8.8 Chargebacks. Users who initiate chargebacks without first attempting resolution through our dispute process may be subject to immediate account termination and may be liable for associated fees and damages.

9.1 Content Ownership. You retain all ownership rights to Content you submit to the Service. You are solely responsible for your Content and the consequences of posting or publishing it.

9.2 License Grant. By submitting Content to the Service, you grant Nunterei a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Nunterei's business operations.

9.3 Content Representations. You represent and warrant that:

• You own or have the necessary rights to submit the Content
• Your Content does not infringe any third-party rights
• Your Content is accurate and not misleading
• Your Content complies with all applicable laws and regulations
• Your Content does not contain viruses or malicious code

9.4 Content Removal. We reserve the right to remove any Content that violates this Agreement, is objectionable, or that we determine, in our sole discretion, is harmful to the Service or Users.

9.5 Feedback. Any feedback, suggestions, or ideas you provide about the Service become the property of Nunterei and may be used without attribution or compensation.

10.1 Platform Intellectual Property. The Service and its original content, features, and functionality are owned by Nunterei and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

10.2 Trademarks. "Nunterei" and all related names, logos, product and service names, designs, and slogans are trademarks of Nunterei. You may not use such marks without our prior written permission.

10.3 Copyright Policy. We respect intellectual property rights and expect Users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (DMCA).

10.4 DMCA Notice. To file a DMCA notice, please send the following information to legal@nunterei.com:

• Identification of the copyrighted work claimed to be infringed
• Identification of the material claimed to be infringing
• Your contact information
• A statement of good faith belief
• A statement of accuracy under penalty of perjury
• Your physical or electronic signature

10.5 Counter-Notice. If you believe your Content was wrongly removed, you may submit a counter-notice with the required information to have it restored.

11.1 Prohibited Activities. You agree not to engage in any of the following activities:

• Violating any laws, regulations, or third-party rights
• Transmitting spam, chain letters, or unsolicited communications
• Impersonating any person or entity or misrepresenting your affiliation
• Manipulating metrics, engagement data, or engaging in click fraud
• Interfering with or disrupting the Service or servers
• Attempting to gain unauthorized access to any portion of the Service
• Circumventing or attempting to circumvent platform fees
• Creating multiple accounts to evade restrictions or bans
• Using automated systems or bots without permission
• Harvesting or collecting user information without consent
• Engaging in any activity that could damage our reputation
• Reverse engineering or attempting to extract source code
• Using the Service for competitive analysis or benchmarking
• Reselling or redistributing access to the Service

11.2 Metric Fraud. CRITICAL: Artificially inflating subscriber counts, open rates, or engagement metrics will result in:

11.3 Enforcement. Violation of these prohibitions may result in immediate termination of your account and may subject you to civil and criminal penalties.

12.1 Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you consent to our data practices.

12.2 Data Protection Compliance. We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) for European users and the California Consumer Privacy Act (CCPA) for California residents.

12.3 User Data Responsibilities. When handling personal data of other Users obtained through the Service, you agree to:

• Process data only for legitimate purposes related to the Service
• Implement appropriate security measures
• Comply with all applicable data protection laws
• Not sell or transfer user data to third parties
• Delete data when no longer needed
• Promptly notify us of any data breaches

12.4 International Data Transfers. International data transfers utilize appropriate safeguards:

• EU Data: Standard Contractual Clauses (SCCs) approved by the European Commission (2021/914/EU)
• UK Data: UK SCCs or adequacy decisions in compliance with UK GDPR
• Appropriate technical and organizational measures per Article 32 GDPR
• Data Processing Agreements available upon request for Enterprise customers

12.5 Data Retention. We retain user data in accordance with our Privacy Policy and applicable legal requirements. You may request deletion of your personal data, subject to our legal obligations.

13.1 No Warranty. We do not warrant that:

• The Service will meet your requirements or expectations
• The Service will be uninterrupted, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected
• The Service will be compatible with your systems

13.2 Third-Party Interactions. We are not responsible for the actions, content, or policies of third-party publishers or advertisers. Your interactions with other Users are solely between you and them.

13.3 No Professional Advice. Content on the Service is for informational purposes only and does not constitute professional advice. You should seek independent professional advice before making decisions based on such content.

13.4 Beta Features. Features labeled as "beta," "preview," or "experimental" are provided for testing and evaluation purposes and may be discontinued at any time without notice.

14.1 Your Indemnification Obligation. You agree to indemnify, defend, and hold harmless Nunterei, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from:

• Your use of and access to the Service
• Your violation of this Agreement
• Your violation of any third-party rights
• Your Content or any information you submit
• Your interactions with other Users
• Your advertising or newsletter content
• Any misrepresentation you make

14.2 Defense and Settlement. We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense and not settle any matter without our prior written consent.

14.3 Survival. This indemnification obligation will survive the termination of this Agreement and your use of the Service.

15.1 Liability Cap. Our total liability to you for all claims arising from or related to this Agreement or the Service shall not exceed the greater of (a) $100/£100/€100 or (b) the amount you paid to Nunterei in the twelve (12) months preceding the claim.

15.2 UK/EU Users. For users in the UK or EU: Nothing in these terms excludes liability for death, personal injury, fraud, or any liability that cannot be excluded under applicable law. Our liability cap applies only where legally permissible under UK or EU law.

15.3 Exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

15.4 Basis of Bargain. You acknowledge that Nunterei has offered the Service and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that these form an essential basis of the bargain between us.

15.5 Time Limitation. Any claim or cause of action arising from or related to the Service must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

16.1 Termination by You. You may terminate this Agreement at any time by closing your account and discontinuing use of the Service. Note that termination does not relieve you of obligations incurred prior to termination.

16.2 Termination by Nunterei. We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of this Agreement
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Prolonged inactivity (12 consecutive months with no login or transactions)
• Request by law enforcement or court order
• Technical or security issues
• Protecting other Users or third parties

16.3 Effects of Termination. Upon termination:

• Your right to use the Service ceases immediately
• We may delete your account and Content
• Outstanding payment obligations remain due
• Provisions that should survive termination will remain in effect

16.4 Suspension. We may suspend your access to the Service pending investigation of potential violations. Suspension does not relieve you of your obligations under this Agreement.

16.5 Inactive Account Policy. Accounts with prolonged inactivity (12 consecutive months) may be suspended with 30 days advance notice sent to your registered email. You may reactivate by logging in during the notice period.

17.1 Service Changes. We reserve the right to modify, update, or discontinue the Service or any part thereof at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

17.2 Feature Updates. We may add new features, change existing features, or remove features from the Service. Your continued use of the Service after such changes constitutes acceptance of them.

17.3 Pricing Changes. We may modify our fees and pricing structure at any time. Changes to pricing will be communicated with at least thirty (30) days' notice and will apply to subsequent billing periods.

17.4 API Changes. If you use our API, we may modify, restrict, or discontinue API access at any time. We will make reasonable efforts to notify developers of significant changes.

18.1 Third-Party Services. The Service may integrate with or provide links to third-party websites, services, or applications. We do not control and are not responsible for these third-party services.

18.2 Third-Party Terms. Your use of third-party services is governed by their respective terms of service and privacy policies. You should review these terms before using such services.

18.3 No Endorsement. Links to or integration with third-party services does not imply our endorsement or affiliation. We expressly disclaim any responsibility for third-party content or services.

18.4 Stripe Integration. Payment processing is provided by Stripe. By using our payment features, you agree to be bound by Stripe's terms of service and privacy policy, as may be amended from time to time.

19.1 API Access. We may provide application programming interfaces ("APIs") for accessing certain Service functionality. API access is subject to approval and may require separate agreement.

19.2 API Restrictions. When using our APIs, you agree to:

• Not exceed rate limits or abuse the API
• Not use the API to compete with the Service
• Implement appropriate security measures
• Not sublicense API access to third parties
• Comply with our API documentation and guidelines
• Not reverse engineer the API

19.3 API Changes. We may modify, restrict, or discontinue API access at any time. We will make reasonable efforts to provide advance notice of material changes.

19.4 API Data. Data accessed through the API remains subject to this Agreement and our Privacy Policy. You may not store or cache API data except as explicitly permitted in our documentation.

20.1 Jurisdiction. The Service is controlled and operated from the United States. We make no representation that the Service is appropriate or available for use in other locations.

20.2 Export Controls. You may not use the Service in violation of U.S. export laws and regulations. You represent that you are not on any U.S. government list of prohibited or restricted parties.

20.3 Local Compliance. You are responsible for compliance with local laws if and to the extent local laws apply to your use of the Service. You agree not to use the Service if doing so would violate the laws of your jurisdiction.

20.4 Language. This Agreement is written in English. Any translations are provided for convenience only, and the English version shall control in case of any conflict or discrepancy.

21.1 Informal Resolution. Before filing any formal dispute, you agree to first attempt to resolve the dispute informally by contacting us at disputes@nunterei.com. We will attempt to resolve the dispute informally for sixty (60) days from the date of first contact.

21.2 Mediation. If informal resolution fails, parties agree to attempt resolution through 30-day good faith mediation before proceeding to arbitration. Mediation costs shall be shared equally between parties.

21.3 Binding Arbitration. If mediation fails, disputes shall be resolved through binding arbitration:

• US Users: American Arbitration Association under Commercial Arbitration Rules in Delaware
• EU Users: May elect for arbitration under ICC Rules in Dublin, Ireland
• UK Users: May elect for arbitration under LCIA Rules in London, UK
• Small claims under $2,000/€2,000/£2,000 may be brought in user's local courts

21.4 Class Action Waiver. YOU AND NUNTEREI AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

21.5 Exceptions. Notwithstanding the above, either party may seek injunctive or other equitable relief in court to prevent or enjoin infringement or misappropriation of intellectual property rights.

21.6 Costs. Each party shall bear its own costs in arbitration, except that the parties shall share equally the arbitrator's fees and administrative fees. The prevailing party may seek attorney's fees as permitted by law.

22.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

22.2 Entire Agreement. This Agreement, together with our Privacy Policy and any other legal notices published by us on the Service, constitutes the entire agreement between you and Nunterei concerning the Service.

22.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that comes closest to the intent of the original.

22.4 Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision shall not constitute a waiver of such right or provision.

22.5 Assignment. You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement without restriction. Any attempted assignment in violation of this section is void.

22.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

22.7 Survival. Provisions that by their nature should survive termination of this Agreement shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, limitations of liability, dispute resolution, and general provisions.

22.8 Notices. Legal notices to us must be sent to legal@nunterei.com or to our registered address. Notices to you will be sent to the email address associated with your account. Notice is deemed given upon receipt of email or three days after mailing.

22.9 Relationship of Parties. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and Nunterei. You have no authority to bind Nunterei in any manner.

22.10 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.