This Affiliation Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between GORX FITNESS, (hereinafter referred to as the “Company”), and ____________ (herein referred to as the “Affiliate”).
- Affiliate wishes to become a GORX Fitness affiliate trainer which will grant the Affiliate access to discounted prices on GORX Fitness supplements and apparel, promotion on GORX Fitness website and social media, client funneling, and career coaching.
- GORX Fitness offers fitness related products and services.
- Affiliate and GORX Fitness agree that this agreement is enforceable under any circumstance and by executing the same they have decided to abide by the terms and conditions herein.
- GORX Fitness agrees to offer additional benefits to the affiliate to include discounts on GORX Fitness supplements and apparel, business and organizational startup coaching, occasional promotion by GORX Fitness on its website and social media, commission on sales of products or referrals through affiliate marketing.
- The Affiliate and GORXX Fitness agree that for the Affiliate to earn commission on GORX Fitness products sales must funnel through its affiliate link.
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
The initial term of this Agreement shall be for a period One Year commencing on the Effective Date herein.
- The Parties herein agree that the Company gives the Affiliate permission to advertise themselves as a GORX Fitness Affiliate Trainer.
- The Affiliate acknowledges that the benefits of being an Affiliate Trainer of the Company includes discounted prices on supplements, promotion on the Company’s website and social media, and client funneling.
- The Affiliate understands and acknowledges they may not use the term “certified” or any terminology other than the stated GORX Fitness Affiliate Trainer. The Affiliate understands and acknowledges that the Company in no way certifies the Affiliate, and that the term “Affiliate Trainer” is merely the Company association identifier.
- AFFILIATE’S OBLIGATIONS
- The Affiliate cannot use affiliation benefits for purposes other than as specified in this Agreement.
- The Affiliate will not distribute, sell, license or sub-license, let, trade or expose for sale the trademark, logo or promotional materials to a third party.
- The Affiliate shall ensure that the trademark, logo or promotional materials retains all the Company’s copyright notices and other proprietary legends and all trademarks or service marks of the Company.
- The Affiliate shall be responsible for all costs and liabilities associated with its business, programming, fees etc.
- The Affiliate shall obtain and maintain the relevant insurance which includes comprehensive general liability and professional liability.
- The Affiliate shall be required to meet all its obligations to all parties engaged in its business and shall not infringe upon the rights of another person and shall not engage in discrimination of any kind.
- The Affiliate agrees to name GORX Fitness, its agents, and members as an additional insured on the Affiliates professional liability insurance programs of which the additional cost, if any, is incurred at Affiliate’s expense.
- The Affiliate shall market, promote, and otherwise raise awareness to the Company brand in order to attract customers to its Affiliate link. The Affiliate shall earn commission through sales made directly through its unique Affiliate link.
- REPRESENTATIONS AND WARRANTIES
Affiliate represents and warrants that:
- This Agreement has been duly and validly executed by the Affiliate and constitutes the Affiliates legal, valid and binding obligation, enforceable against the Affiliate in accordance with its terms;
- Affiliate has the full right, power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform the Affiliate obligations under this Agreement, without the approval or consent of any other party.
The Affiliate shall pay a subscription fees of One Hundred And Fifty Dollars ($150) yearly, which comes with discounts on the Company’s products, client funneling, the Company’s promotion and 10% commission on product sale. Both parties herein agree that GORX Fitness reserves the right to increase affiliate fees at any given time which shall include the period between renewals
- INTELLECTUAL PROPERTY RIGHTS
For the purpose of this Agreement, ‘Intellectual Property Rights’ means all rights in and to any copyright, trademark, trading name, design, patent, knowhow and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right for registration of these rights and any right to protect or enforce any of these rights. All intellectual property rights over and in respect of the trademark, logo and promotional materials are owned by the Company. The Affiliate does not acquire any rights of ownership in the trademark, logo and promotional materials.
- LIMITATION OF LIABILITY/INDEMNITY.
- The Company shall not be held responsible for any injuries and/or damages sustained by the Affiliate during the term of this Agreement provided that such injuries and/or damages are not as a result of the Company’s negligence.
- The Affiliate acknowledges and agrees that neither the Company nor its employees nor agents will be liable for any loss or damage arising out of or resulting from this Agreement.
- Pursuant to the relationship between the Company and the Affiliate, the Affiliate hereby agrees to absolve the Company from any legal claim concerning this affiliate agreement. The Affiliate understands that involves current legal claims and even after the time under this agreement has lapsed.
- The Affiliate understands that he/she can wear brand apparel but he/she does not have licensing rights.
- Both parties herein agree that the Affiliate is not an employee but a brand representative. Affiliate trainers thus agree to conduct themselves and their business lawfully, ethically and morally.
- Both parties herein agree that GORX Fitness reserves the right to increase affiliate fees at any given time which shall include the period between renewals.
For the purpose of this Agreement, ‘Confidential Information’ means information that; (a) is by its nature confidential; (b) is designated in writing by the Company as confidential; (c) the Affiliate knows or reasonably ought to know its confidential; (d) information comprised in or relating to any intellectual property rights of the Company. The Parties agree as follows
- Neither party may use, disclose or make available to any third party the other party’s confidential information, unless such use or disclose is done in accordance with the terms of this Agreement.
- Each party must hold the other party’s confidential information secure and in confidence.
- This clause will survive termination of this Agreement.
- INDEPENDENT CONTRACTOR.
It is expressly agreed that the Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.
- The Company reserves the right to revoke this Agreement if the Affiliate fails and/or refuses to pay the requisite fees as and when it falls due.
- This Agreement may mutually be terminated by either party upon issuance of a thirty days’ notice to the other party.
- GORX Fitness shall have the right to terminate this Agreement in the event;
- The Affiliate is in breach of any term of this Affiliate Agreement and has not corrected such breach to GORX Fitness reasonable satisfaction;
- The Affiliate becomes insolvent or institutes proceedings in bankruptcy, insolvency, reorganization or dissolution or makes an assignment for the benefit of creditors;
- The Affiliate slanders or misrepresents GORX Fitness; and
- The Affiliate commits crimes or does not comply with laws etc.
- The Affiliate fails to remain compliant, in tolerance, or renew relevant fitness certifications.
- The Affiliate fails to maintain liability insurances, or removes GORX Fitness and its members as Additionally Insured.
- Termination under this clause shall not affect any other rights or remedies the Company may have.
- To the extent permitted by law, the Company will in no way be liable to the Affiliate or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the trademark, logo or promotional materials.
- Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Affiliate Agreement shall not operate or be construed as a waiver thereof.
- GENERAL PROVISION/GOVERNING LAW/JURISDICTION/DISPUTE RESOLUTION.
- This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- In the unfortunate event of issues arising from the performance of this Agreement, the parties agree to use mediation as their primary avenue for dispute resolution. This Agreement shall be governed by and construed in accordance with the laws of the ________ [State/Country]. Exclusive jurisdiction and venue shall be in ________ [State/Country].
- This Agreement shall be binding upon and inure to the benefit of the Company and the Affiliate and their respective successors and assigns, provided that the Affiliate may not assign any of their obligations under this Agreement without the Company’s prior written consent.
- Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
COMPANY: Signature: ___________________________________
AFFILIATE: Signature: ___________________________________
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