This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with the Enessa.com Affiliate Marketing Program, and the establishment of links from your Website to Enessa.com. As used in this Agreement, "we," "us" or "Enessa.com" means Enessa, Inc., and "you," "your" or "Affiliate," means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. "Affiliate Marketing Program" means the program managed by or on behalf of Enessa.com by which participating entities place links on their Website that connect to the Enessa.com website and for which a referral fee is earned.

Term and Termination

The term of this Agreement (the "Term") will begin upon our acceptance of your site in the Enessa.com Affiliate Marketing Program and your acceptance of this Agreement and will end when terminated as described herein. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Enessa.com may withhold final payment for a reasonable time to ensure against cancellations.

Promotion

Enessa.com will make available to you, or you will create, subject to our approval, a variety of graphic and textual links (the "Links" collectively, or "Link" individually) in order to link to Enessa.com and its network of independent bookstore websites. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the Enessa.com website designated by us via a special tagged link format. No Link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.

You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

Referral Fees

You will earn Referral Fees equal to 10% of Net Proceeds received by Enessa.com during the Term.

Enessa.com will pay you referral fees ("Referral Fees") equal to a percentage of the aggregate Net Proceeds received from the sale of Qualifying Purchases actually made from Enessa.com. The term "Qualifying Purchases" will mean all products that are purchased by users during a visit to Enessa.com's network of independent bookstore websites immediately following navigation to the designated URL through a hypertext link from you under this Affiliate Marketing Program. Referral Fees will not be payable on sales otherwise made from Enessa.com and its network of independent bookstore websites, even if the customer previously made a Qualifying Purchase. The term "Net Proceeds" will mean the gross proceeds received by Enessa.com. , less costs and expenses attributable to taxes, shipping and handling, fraud and bad debts, duties and credit card processing. (For purposes of calculating Net Proceeds, credit card sales will be subject to a flat deduction of 3% of the gross sale price.)

Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that: it has full power and authority to enter into this Agreement and to perform its obligations hereunder; it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party. Enessa.com will remain solely responsible for the operation of the Enessa.com website, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT ENESSA.COM MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER ENESSA.COM NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. ENESSA.COM’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

Fulfillment and Policy

Enessa.com will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Affiliate Marketing Program will be deemed customers of Enessa.com. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

Intellectual Property Rights

Enessa.com hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Enessa.com’s trade names, logos, trademarks and service marks (the "Enessa.com Marks") on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Enessa.com Marks will be subject to Enessa.com’s prior written approval.