SeneGence Affiliate Program Agreement (Hosted on AWIN)
Effective date: September 17, 2025
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: This Agreement includes a binding arbitration clause and a class action waiver (Section 19) that affect your rights. Please read carefully.
This Affiliate Agreement (the “Agreement”) is between SGII, Inc., d/b/a SeneGence ("SeneGence," "we," "us," or "Merchant") and you, the approved affiliate ("you" or "Affiliate"). By applying to and participating in the SeneGence Affiliate Program hosted on AWIN (the "Program"), you agree to the terms below.
1. Enrollment in the Program
You will submit a complete and accurate application. We may approve or reject your application at our sole discretion. We may terminate your participation at any time if your properties or promotional methods are unsuitable or inconsistent with SeneGence’s brand.
2. Program Participation & Links
Upon approval, AWIN will provide tracking links (the “Links”). You will implement Links only as provided and remove or update them promptly upon our request.
2.1. SeneGence Agrees To
2.1.1. Commission. Pay a minimum of 5% of Net Sales (order value excluding taxes, shipping, gift wrap/other service charges, discounts, and returns). Final rates, partner- or category-specific rates, and promotional rates may be set by SeneGence in its discretion and published in AWIN.
2.1.2. Attribution. Commissions are awarded on a last-click attribution basis only. No extended cookie window applies. The affiliate whose tracking link is the last click prior to a valid purchase will receive commission, subject to de-duplication and validation.
2.1.3. Validation Window & Reversals. Transactions are reviewed within 45 days of order date. We may decline or reverse commissions for cancellations, returns, fraud, duplicate or test orders, out-of-stock fulfillment failures, violation of Program terms, or where de-duplication attributes the order to another channel.
2.2. Affiliate Agrees To
2.2.1. Compliance. Comply with all applicable laws (including FTC endorsement guides and CAN-SPAM). You must make clear and conspicuous disclosures on every page/post containing Links.
2.2.2. Implementation. Place SeneGence-provided Links; maintain your properties; do not mislead consumers; ensure Links function and route to the Merchant website.
2.2.3. Brand & IP. Protect SeneGence intellectual property. Use SeneGence marks only as authorized. Do not create confusing or derivative branding.
2.2.4. Prohibited Conduct. No incentivized traffic (cashback, points, rewards) or unauthorized couponing. No adware, spyware, toolbars, sub-affiliate networks, or media brokers without prior written approval. No creation, publication, or distribution of advertising that references SeneGence except as expressly authorized.
2.2.5. SEM / PPC Policy. No bidding on SeneGence, LipSense, ShadowSense, MakeSense, related brand/product terms, URLs, or misspellings. No use of brand terms in ad copy or display URLs. No direct-linking from paid search to the Merchant website without prior written approval.
2.2.6. Coupon Code Policy. Only coupon codes issued directly by SeneGence are eligible for commission. Use of unauthorized, scraped, expired, or self-generated codes will result in commission reversal and may lead to removal from the Program.
2.2.7. Channel Protection (No Double Commission). No commission is payable on orders placed by existing SeneGence Independent Distributors, employees, or customers already registered in the SeneGence system, as these transactions are compensated within the SeneGence distributor network.
2.2.8. Payment Platform. Tracking and payments are administered via AWIN to your AWIN publisher account per AWIN’s schedules and requirements. No pay-per-click compensation is offered under this Agreement.
3. Tracking, Payment & De-Duplication
Commissions are tracked and paid via AWIN. All affiliate transactions are subject to de-duplication against SeneGence’s own paid search (brand & generic), display, email, influencer/direct partnerships, in-house publisher/distributor programs, price comparison, and other affiliate networks to avoid duplicate commission.
4. Confidentiality
Non-public information exchanged under this Agreement (including program terms, performance, pricing, and customer data) is confidential and may be used only for Program participation, except where information is publicly available from a source other than the receiving party.
5. Disclaimers; Limitation of Liability
THE PROGRAM AND THE MERCHANT WEBSITE ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SeneGence’s aggregate liability arising out of this Agreement shall not exceed the commissions paid or payable to you in the six (6) months preceding the event giving rise to the claim. In no event shall either party be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.
6. Licenses
We grant a limited, revocable, non-transferable license to use the Links and SeneGence marks solely for Program participation. We may revoke at any time. You grant us a limited license to use your name and logo to identify you as a Program participant.
7. Warranties
We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation of the Merchant website or the Program.
8. Term & Termination
Either party may terminate at any time upon notice. Upon termination, you will cease use of Links and SeneGence IP and remove Program materials from your properties.
9. Publicity
Except for assets provided through AWIN or by SeneGence with prior approval, you may not create or distribute materials referencing SeneGence or this Program without our written consent.
10. Amendments
We may modify this Agreement by posting updated terms in AWIN and/or notifying you by email or AWIN message. Your continued participation after notice constitutes acceptance.
11. Independent Contractors
The parties are independent contractors. This Agreement creates no partnership, agency, franchise, joint venture, or employment relationship.
12. Representations
You represent and warrant that (a) you have authority to enter this Agreement; (b) your properties and content do not infringe third-party rights; and (c) the information in your application is true and complete.
13. Fraud
Fraudulent, misleading, or abusive activity is grounds for immediate termination and commission reversal. We may pursue all available remedies.
14. Branding & Content Standards
Affiliates must present accurate product information, avoid unsubstantiated claims, and adhere to brand-safe placement guidelines (no adult, gambling, alcohol, tobacco, political, hate, or age-restricted content).
15. FTC Disclosure Requirements
Disclosures must be clear, conspicuous, and proximate to endorsements (e.g., “Ad:” or “Paid partnership with SeneGence”). Disclosures must appear on every page/post that includes Links and be visible without scrolling or clicking to reveal. Failure to comply may result in commission reversal and/or removal from the Program.
16. Anti-Predatory Advertising Policy
Use or distribution of software/toolbars or other mechanisms that divert commissions or overwrite cookies is prohibited and grounds for removal and forfeiture of unpaid commissions.
17. Assignment
You may not assign this Agreement without SeneGence’s prior written consent.
18. Reservation of Rights
We reserve the right to monitor Affiliate properties for compliance and to terminate participation for any breach or unsuitable activity.
19. Governing Law; Venue; Arbitration; Class Waiver
19.1. Governing Law. This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-laws principles.
19.2. Arbitration. Except for claims seeking injunctive relief for IP rights, disputes will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures in Orange County, California. The Federal Arbitration Act applies.
19.3. Class Action Waiver. Proceedings shall be conducted only on an individual basis. Class arbitrations, class actions, private attorney general actions, and consolidation are waived. If the class waiver is found unenforceable as to any part of a dispute, such part shall proceed in court; the remainder will proceed in arbitration.
20. Notices
SeneGence Legal
SGII, Inc., d/b/a SeneGence
301 S Main St Sapulpa, OK 74066
Email: legal@senegence.com
21. Entire Agreement; Acceptance
This Agreement constitutes the entire agreement regarding your participation in the Program and supersedes prior or contemporaneous understandings. By submitting your application and/or continuing participation, you acknowledge and accept these terms.
Definitions (for clarity)
Net Sales: Order total excluding taxes, shipping, gift-wrap/other service charges, discounts, returns, and chargebacks.
Validation Window: Period after order date during which SeneGence reviews and may approve/decline commissions.
De-Duplication: Logic that attributes an order to a single channel to avoid duplicate commission across AWIN and non-AWIN marketing.
End of Agreement
