Affiliate Terms & Conditions
Cenexa Labs Affiliate Program Terms & Conditions
These Terms & Conditions (“Agreement”) govern your participation in the Cenexa Labs Affiliate Program (“Program”). By applying to and participating in the Program, you (“Affiliate”) agree to the following:
1. Independent Contractor Relationship
- Affiliate is an independent contractor. Nothing in this Agreement creates employment, partnership, joint venture, agency, or representation authority with Cenexa Labs (“Company”).
- Affiliate may not bind Cenexa Labs or speak on its behalf.
2. Commission & Payments
- Commission Eligibility: Commissions are paid only on qualified sales generated through properly tracked affiliate links.
- Minimum Payout Threshold: Payments are issued once commissions accrue to at least $100 USD.
- Payment Schedule: Commissions are paid on the 15th of each month for the previous period.
- Tax Documentation:
- U.S. Affiliates must submit a valid IRS W-9
- International Affiliates must submit a valid W-8BEN. No payments will be released until these forms are received and validated.
- No Guaranteed Tracking: Cenexa Labs is not responsible for technical issues, downtime, or tracking failures that may result in missed commissions.
3. Compliance & RUO Restrictions
- Cenexa Labs products are Research Use Only (RUO). They are not intended for human consumption, medical use, treatment, or therapeutic application.
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Affiliates are strictly prohibited from:
- Making claims about human use, dosing, or health effects.
- Presenting Cenexa products as dietary supplements, drugs, or FDA/EMA-approved substances.
- Using before/after images, testimonials, or user experiences that imply human consumption.
- Regulatory Notice: Misrepresenting RUO products as intended for human use may constitute false advertising under the FTC Act or misbranding under the Federal Food, Drug, and Cosmetic Act (FD&C Act). Affiliates may face personal liability, fines, or enforcement action for such conduct.
- Affiliates accept full responsibility for their marketing practices and representations. Cenexa Labs assumes no liability for Affiliate conduct.
- Affiliates agree to indemnify and defend Cenexa Labs against all claims, damages, fines, and regulatory actions (including attorney’s fees and defense costs) resulting from Affiliate conduct.
- Violations may result in immediate termination, forfeiture of commissions, and legal action.
4. Prohibited Activities
a) Brand Bidding / Misuse
- No bidding on Cenexa brand terms or variations in PPC, SEO, or advertising, including: “Cenexa,” “Cenexa Labs,” “Senexa,” “Cenxax,” or confusingly similar spellings.
- No use of Cenexa trademarks, logos, branding, or product names in domains, subdomains, social media handles, or display URLs.
b) Negative Campaigns
- Affiliates may not create or promote any content that includes scam-bait keywords or negative framing for SEO purposes, including but not limited to:
- “Is Cenexa Labs a scam?”
- “Cenexa fake products”
- “Cenexa reviews – legit or fraud?”
- Any attempt to manipulate search engines or advertising by associating Cenexa with fraud, illegitimacy, or unsafe practices is strictly prohibited.
- Honest comparisons are permitted only if factual, non-defamatory, and clearly independent.
c) Fraudulent & Abusive Practices
- Strictly prohibited:
- Cookie stuffing, click fraud, or bot traffic.
- Generating fraudulent orders, using stolen credit cards, or self-purchases via affiliate links.
- Device spoofing, incentivized clicks, cloaking, malware, or other deceptive practices.
- Such conduct may result in termination, forfeiture of all commissions, and potential civil or criminal prosecution.
d) Restricted Promotion Channels
- No unsolicited email (spam), SMS blasting, robocalls, or push notifications.
- No adult, gambling, illegal, or inappropriate websites.
- Affiliates must comply with all applicable marketing laws, including CAN-SPAM, GDPR, CCPA, and FTC advertising guidelines.
5. Intellectual Property & Content Use
- Cenexa Labs retains all rights to its trademarks, logos, product names, lab reports, COAs, and content.
- Affiliates may only use approved marketing materials provided by Cenexa Labs or approved in writing by Cenexa Labs.
- Affiliates may not alter, reproduce, or create misleading representations.
- Unauthorized use of Cenexa intellectual property will result in termination and possible legal action.
6. Confidentiality
- Affiliates may not disclose or misuse confidential information obtained through participation in the Program, including pricing, business strategies, discounts, or internal communications.
- If affiliates access or handle customer data, they accept full responsibility for its lawful use and agree to indemnify Cenexa Labs for any misuse or breach.
- This obligation survives termination of the Agreement.
7. Program Management & Termination
- Cenexa Labs reserves the right to audit Affiliate activity, including traffic sources and content.
- Affiliates must fully cooperate with audits. Failure to cooperate = automatic termination and forfeiture of all commissions.
- Cenexa Labs is the final authority on commission tracking and disputes.
- Cenexa Labs may terminate any Affiliate account at any time, with or without cause.
- Termination for Cause: Violations of this Agreement result in immediate termination and forfeiture of all accrued and unpaid commissions, even if tracked but not yet paid.
8. Marketing Standards
- All Affiliate marketing must be truthful, non-deceptive, and in compliance with FTC endorsement and disclosure guidelines.
- Affiliates must clearly disclose affiliate relationships where required (e.g., blogs, social posts, influencer campaigns).
- Any violation of FTC or consumer protection laws is grounds for termination.
9. Limitation of Liability
- Cenexa Labs shall not be liable for indirect, incidental, or consequential damages arising from participation in the Program.
- Affiliate agrees to indemnify, defend, and hold harmless Cenexa Labs from any claims, liabilities, damages, costs, and expenses (including attorney’s fees) arising from Affiliate conduct.
10. Governing Law & Jurisdiction
- This Agreement shall be governed by the laws of the State of [Insert State].
- The parties agree to exclusive jurisdiction and venue in the courts of Montgomery County Texas.
11. General Provisions
- Force Majeure: Cenexa Labs is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, regulatory actions, or system outages.
- No Assignment: Affiliates may not transfer, sell, or assign their account or rights under this Agreement without Cenexa Labs’ prior written consent.
- Entire Agreement: This Agreement constitutes the entire understanding between Cenexa Labs and the Affiliate and supersedes all prior communications.
- Survival: Indemnity, confidentiality, liability limitations, and intellectual property protections survive termination.
- Severability: If any provision is found invalid, the remaining terms remain enforceable.
- Modification: Cenexa Labs may update this Agreement at any time. Continued participation constitutes acceptance of updated terms.
By applying to and participating in the Cenexa Labs Affiliate Program, you confirm that you have read, understood, and agreed to these Terms & Conditions.