This Agreement contains the complete terms and conditions that apply to your participation as a member of the Clean Health Nutrition Affiliate Program (the “Program”) operated by Hyperion Management LLC (hereinafter, “Company,” “we” or “us).  As used in this Agreement, “you” or “your” means the applicant/participating member.




1.         Enrollment in this Program.  To begin the enrollment process, you will submit a completed Program Application through our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection.  We may reject your application if we determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, “Content Restrictions”).


2.         Utilizing Links on Your Site.  As an affiliate website of COMPANY (“Affiliate Site”), you may use any form of promotion you choose, consistent with the terms of this Agreement.  You may use banner advertisements, button links and/or text links to our site (the “Links”), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program or other unlawful activity will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain COMPANY’s trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY.  In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links.  A Link may only be visually modified with our consent.


3.         Commissions.  The Program’s commission structure is provided to approved affiliates on a confidential basis through a separate document. You agree you shall not share of disclose the Program commission document to any other person except on a strictly need to know basis and to no person not in the employ of your organization other than your attorneys or accountants.   


The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice.  Net Income in a given monthly reporting period may be reduced for credit card chargebacks or credit backs resulting from prior months’ activities.  Note that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the Link to the time of the sale.  No commission will be paid if the visitor’s payment to our site cannot be tracked directly to your site by our system or if full payment for services is not made to us by the customer.  No commission will be paid for purchases by you or anyone within your organization. 


4.         Commission Payment.  Commissions due and owing to you under the Program will be paid to you directly by COMPANY twice per month: on the 7th day and 21st day of the month.  For example, January 1 – January 15 paid on January 21; January 16 – 31 paid on February 7. Payments will be in the form of a COMPANY wire sent to the bank account coordinates you provide to us in writing or via COMPANY check payable to you, as identified in your application, and will be mailed to the street address indicated in your application (we will not mail to P.O. Boxes!!). Please note that weekly payouts are available for high-volume affiliates. 


5.         Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the “Affiliate Trademarks), to advertise, market, promote and publicize in any manner our rights hereunder.  Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize.  You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.  This license shall terminate upon the effective date of the expiration or termination of this Agreement.


6.         Responsibility for Your Site and Marketing Materials. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site, as well as your own marketing materials.  We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site or your own marketing materials.  You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal.  You must have express permission to use another party’s copyrighted or other proprietary material.  We will not be responsible if you use another party’s name or likeness, trademark, copyrighted or other proprietary material in violation of the law. Should you violate these terms or the law in this regard, COMPANY reserves the right to withhold, or demand the return of, any commission payments arising from such unlawful conduct.  In addition to the foregoing, COMPANY reserves the right to immediately terminate your participation in the Program if we believe you have engaged in any of the following:


- Unsolicited bulk e-mailings that violate the anti-spamming rules of federal or state law;

- Provide inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;

            - Attempt to cheat, defraud or mislead us or the public; or

- Misrepresent the terms and conditions of our sites or your sites.


7.         Duration of the Agreement.  The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party.  Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.  Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement.  If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination.  If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned.  We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. 


8.         Modification.  We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion.  Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement.  Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules.  All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise.  If any modification is unacceptable to you, your only recourse is to terminate this Agreement.  Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.


9.         Relationship of Parties.  You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties.  You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.  You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.


10.       Limitation of Liability.  We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.  Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.


11.       Disclaimers.  We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).  In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.


12.       Representations and Warranties.  You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.  Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.


13.       Confidentiality.  We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as “Confidential Information”).  For purpose of this Agreement, the term “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you.  Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.  You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.  You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.  We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.


14.       Indemnification.  You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party;  (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.


15.       Miscellaneous. 

Terminated accounts cannot later apply to the Program without our express written consent.  This Agreement will be governed by the laws of the United States and the State of Arizona, without reference to rules governing choice of laws.  You may not assign this Agreement, by operation of law or otherwise, without our 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.  Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.