Cinnergen.com, Inc. - Affiliate Agreement

Cinnergen.com, Inc. must have a completed AFFILIATE agreement before AFFILIATE can start to sell or receive payment.

This Affiliate Agreement (the "AGREEMENT") is entered into between Cinnergen.com, Inc.
Payson, AZ
United States
and the affiliate ("AFFILIATE").
AFFILIATE wishes to market and sell certain products with Cinnergen.com, Inc. accepting payment for such products from customers.
Therefore, Cinnergen.com, Inc. and AFFILIATE agree as follows:


Enrollment in the Affiliate Program
To begin the enrollment process, AFFILIATE will complete the Affiliate Program application via the Cinnergen.com, Inc. website. Application of the AFFILIATE will be evaluated and AFFILIATE will be notified if AFFILIATE application is rejected. Cinnergen.com, Inc. may reject AFFILIATE application if Cinnergen.com, Inc. or DEVELOPER determines (at eithers discretion) that AFFILIATE site is unsuitable for the program. Unsuitable Web sites include sites that:

Promote violence
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promote unlawful activities
Promote the use of bulk e-mail or "Spam"
Promote the use of multi-level marketing (MLM)
Contain content that is threatening, defamatory, fraudulent, obscene or harassing
Violate intellectual property rights
If Cinnergen.com, Inc. rejects AFFILIATE application, AFFILIATE is welcome to reapply to the Affiliate Program after said AFFILIATE has updated the AFFILIATE site to remove content Cinnergen.com, Inc. has determined to be unsuitable for a Cinnergen.com, Inc. Affiliate.

Order Processing
Cinnergen.com, Inc. will be responsible for processing every order placed by a customer who utilizes the special link from AFFILIATE sponsoring Web site to Cinnergen.com, Inc.'s Web site. Those responsibilities include order forms, payment processing, shipping, cancellations, returns and related customer service. Cinnergen.com, Inc. rules, operating procedures and policies regarding customer orders and accounts apply to orders Cinnergen.com, Inc. receive through the special link from AFFILIATE sponsoring Web site. We reserve the right to reject any order for any reason, including any order that does not comply with Cinnergen.com, Inc. rules, operating procedures and policies or that violates applicable law.

Tracking of Sales
Cinnergen.com, Inc. will track sales made to customers who use the unique Affiliate ID from AFFILIATE sponsoring Web site. Cinnergen.com, Inc. tracks sales through the use of cookies. AFFILIATE will be responsible for ensuring that AFFILIATE special link includes AFFILIATES unique Affiliate ID and is formatted properly, a necessary prerequisite for us to track such sales. Statements of referral product sales activity will be provided to AFFILIATE. All statements after 30 days shall be deemed correct unless AFFILIATE give us notice of any error prior to that date. Cinnergen.com, Inc. shall not be responsible for any errors AFFILIATE or AFFILIATE customers make which result in any loss of any tracking information contained in the special link. Cinnergen.com, Inc. does not have any obligation or liability to pay sales commissions for purchases made from which cookies are not reasonably traceable by Cinnergen.com, Inc.. To protect Cinnergen.com, Inc. customers' privacy, the names or other personal information about specific customers will not be provided to AFFILIATE.

Cinnergen.com, Inc. Policy Applies to All Orders
Every customer who buys a product through this program is deemed to be a customer of Cinnergen.com, Inc. . AFFILIATE does not have the authority to make or accept any offer of purchase on Cinnergen.com, Inc.'s behalf. All of Cinnergen.com, Inc.'s policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. Cinnergen.com, Inc. is not responsible for any representations AFFILIATE make which conflict with our policies.

Product Pricing
Cinnergen.com, Inc. will follow Cinnergen.com, Inc.'s pricing policies to determine the price of all products sold on the Cinnergen.com, Inc. web site. Product prices may vary from time to time, special discounts offered by us on products that may already be listed by AFFILIATE. AFFILIATE may not specify product prices in AFFILIATES descriptions. Product prices change are subject to change without notice and Cinnergen.com, Inc. cannot guarantee product pricing.

Sales Commission Payment: Cinnergen.com, Inc. will send AFFILIATE a check for the applicable sales commission and a statement of product sale activity within 30 days after the end of each calendar quarter. Amounts less than $25.00 will be held until the calendar quarter in which the sales commission due exceeds $25.00, or until this agreement is canceled.

Returns and Cancellations: If a sales commission product is later returned by the customer, its sales commission will be deducted from the next quarterly payment sent to AFFILIATE. If there is no next quarterly payment, AFFILIATE will be billed for this amount which is owed to Cinnergen.com, Inc.

Responsibility for AFFILIATE Site
AFFILIATE will be solely responsible for the development, operation and maintenance of AFFILIATE site and for all materials that appear on AFFILIATE site. For example, AFFILIATE will be solely responsible for: the technical operation of AFFILIATE site and all related equipment creating and posting product descriptions on AFFILIATE site and linking those descriptions to Cinnergen.com, Inc. Web site the accuracy and appropriateness of materials posted on AFFILIATE site (including, among other things, all product related materials) ensuring that materials posted on AFFILIATE site (except for the required logo under section 7(a), below) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights) ensuring that materials posted on AFFILIATE site are not libelous or otherwise illegal.

Cinnergen.com, Inc. disclaims all liability for these matters. Further, AFFILIATE will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of AFFILIATE site.

AFFILIATE agree to display a Cinnergen.com, Inc. logo on the sponsoring site homepage or other prominent location.

Linking to Cinnergen.com, Inc.
Use of special links to the Cinnergen.com, Inc. web site: Using a specially formatted link, which includes a unique Affiliate ID that we provide AFFILIATE, AFFILIATE will provide a special link to a Cinnergen.com, Inc. page. AFFILIATE may add or delete links from AFFILIATE sponsoring Web site at any time without Cinnergen.com, Inc.'s approval.

AFFILIATE can add or remove links at any time: AFFILIATE may select and link to additional pages, or remove such links, at any time and without Cinnergen.com, Inc.'s prior approval. However, AFFILIATE must use the correct special link format with the unique Affiliate in order to receive proper credit for AFFILIATE sales commissions.

AFFILIATE must link directly to the Cinnergen.com, Inc. web site and receive commissions on any products sold from Cinnergen.com, Inc. during that session provided AFFILIATE use the unique Affiliate ID and the correct special link.

Limited License
AFFILIATE must display the Cinnergen.com, Inc. Affiliate Program logo on AFFILIATES home page or other prominent area on AFFILIATE site, subject to the license below.

Cinnergen.com, Inc. grants AFFILIATE a non-exclusive, revocable right to use the icon and such other images for which we grant express permission, solely for the purpose of identifying AFFILIATE site as a program participant. AFFILIATE may not modify the icon or any of Cinnergen.com, Inc.'s images in any way. We reserve all rights in the icon, any other images, our trade names, trademarks and copyrights and all other intellectual property rights. We may revoke AFFILIATE license at any time by giving AFFILIATE written notice. AFFILIATE may not use such icon and other images in such a way that would harm Cinnergen.com, Inc.'s image. Upon cancellation or termination of this Agreement, AFFILIATE agree to cease all use of such icon and other images.

Restrictions on Personal Use
This program is intended for commercial use only, i.e., paying sales commissions for products sold to third parties who follow a special link from AFFILIATE sponsoring Web site. Participants who use this program to purchase products for their own use are in violation of the agreement. Cinnergen.com, Inc. may, in its sole discretion, terminate this agreement and/or withhold payment of sales commissions if Cinnergen.com, Inc. finds that such personal use has occurred.


General Provisions
Web Site Service Interruption: Cinnergen.com, Inc. will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. AFFILIATE agree not to hold us liable for any of the consequences of such interruptions.

Term of the Agreement: AFFILIATE may only receive sales commission payments for orders that are properly placed during the term of this agreement. This term will begin on the date that Cinnergen.com, Inc. notifies AFFILIATE that AFFILIATE has been pre-approved as a program participant and shall end when canceled or terminated by either party as provided below. Unless otherwise canceled or terminated, the agreement will be for one (1) year and renewed quarterly. sales commissions earned through the date of cancellation or termination of this agreement will remain payable only if the products are not returned or canceled from their orders. Payment of the final sales commission payment to AFFILIATE may be withheld for a reasonable time in order to ensure that the correct amount is paid.

Modifications: Cinnergen.com, Inc. may modify any of the terms and conditions contained in this Agreement, at any time and in Cinnergen.com, Inc.'s sole discretion, by posting a change notice or a new agreement on Cinnergen.com, Inc.'s site. Modifications may include, for example, changes in the scope of available sales commissions, fee schedules, payment procedures, and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATES ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATES CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING Cinnergen.com, Inc.'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Effect of Termination: Upon termination or expiration of this Agreement, Participant shall have no right or license to use the Cinnergen.com, Inc. trademarks, copyrights, etc. in any manner. Cinnergen.com, Inc. shall have no obligation to pay Participant any fees or charges, including sales commissions, for services or products purchased after the expiration or termination of this Agreement for any reason. All provisions of this Agreement which by their nature are intended to service the expiration or termination of this Agreement shall survive and remain in full force and effect.

Cancellation of This Agreement: Either party may choose to cancel or terminate this agreement at any time and for any reason by written notice of cancellation or termination to the other.

WARRANTY DISCLAIMER: Cinnergen.com, Inc. MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, Cinnergen.com, Inc. MAKES NO REPRESENTATION THAT THE OPERATION OF Cinnergen.com, Inc.'S SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND Cinnergen.com, Inc. WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

LIMITATION OF DAMAGES: Cinnergen.com, Inc. SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF Cinnergen.com, Inc. WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, Cinnergen.com, Inc.'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL sales commissionS PAID OR PAYABLE BY US TO AFFILIATE UNDER THIS AGREEMENT.

Independent Contractors: AFFILIATE are an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship with us.

Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Arizona, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Payson, Arizona.

Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreements.

Assignment. AFFILIATE may not assign this Agreement, by operation of law or otherwise, without Cinnergen.com, Inc.'s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns.

Waiver: Cinnergen.com, Inc.'s failure to enforce AFFILIATEs strict performance of any provision of this Agreement will not constitute a waiver of Cinnergen.com, Inc.'s right to subsequently enforce such provision or any other provision of this Agreement.

Free to Contract with Others: AFFILIATE understand that Cinnergen.com, Inc. may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate Web sites that are similar to or compete with AFFILIATE Web site.

Independent Investigation: AFFILIATE have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS: BY SUBMITTING THIS APPLICATION, AFFILIATE ACKNOWLEDGE THAT AFFILIATE HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO ALL ITS TERMS AND CONDITIONS.

NOTICE
Notices. Communications relating to this AGREEMENT shall be deemed to have been sufficiently given if in writing and sent by registered mail, postage prepaid to the other party at the address given below.