LICENSE AGREEMENT.

by | Jul 18, 2023 | Agreements

LICENSE AGREEMENT.

This License 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”).

WHEREAS:

  1. Affiliate wishes to obtain a license to legally use GORX Fitness trademark, logo and promotional materials. 
  2. GORX Fitness offers various forms of Fitness classes, services, and supplements.
  3. 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.
  4. GORX Fitness agrees to offer additional benefits to the affiliate to include discounts on GORX Fitness products, 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.
  5. The Affiliate and GORXX Fitness agree that for the Affiliate to earn commission on GORX Fitness products sales must funnel through the Affiliate’s unique GORX Fitness Post Affiliate Pro link (Herein referred to as the “Affiliate link”.
  6. TERM.

The initial term of this Agreement shall be for a period One Year commencing on the Effective Date herein.

  • LICENSE GRANT/FEES.
    • The Company grants to the Affiliate a non-exclusive, non-transferable license for the term to use the trademark, logo and promotional materials for the specific purpose specified in this Agreement subject to the terms and conditions set out in this Agreement.
    • In consideration for the License Grant described in this License Agreement, the Affiliate shall pay the yearly license fee of $ 400, which comes with discounts on the Company’s products, client funneling, the Company’s promotion, 15% commission on product sale, access to the Company’s marketing team, trademark license and access to startup coaching. 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
    • The License Fee and any other amounts payable by the Affiliate to the Company under this Agreement are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to the Affiliate and paid by the Affiliate within 30 days of such invoice.
  • AFFILIATE’S OBLIGATIONS
    • The Affiliate cannot use the license, 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 GORX Fitness 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 comprehensive professional and general 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’s brand in order to attract customers to its Affiliate link.  The Affiliate shall earn commission through sales made directly through its unique Affiliate link.
    • The Affiliate shall not use the term “certified” or any terminology other than the stated GORX Fitness Pro Affiliate.
    • The Affiliate and the Company agree that GORX Fitness in no way certifies the Affiliate, and that the term “Pro Trainer” is merely an GORX Fitness association identifier.
    • The Affiliate agrees that their place of business shall be his/her residential place, unless there is a waiver by the Company on the same.
  • LIMITATION OF LIABILITY/INDEMNITY
    • 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.
    • The Affiliate hereby agrees to indemnify and hold harmless the Company from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney’s fees, charges and disbursements) incurred by the Affiliate as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein.
    • The Affiliate shall defend the Company against any and all claims made by the client against the services offered by the Affiliate. The Company shall not held liable for any claims arising between the Affiliate and the client.
  • 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.

  • CONFIDENTIALITY
    • 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 CONTRACTORS

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.

  • REVOCATION/TERMINATION.
    • The Company reserves the right to revoke the Affiliate’s license if the Affiliate fails and/or refuses to pay the requisite license fee of $ 400 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.
    • The Company shall have the right to terminate this Agreement in the event;
  • The Affiliate is in breach of any term of this License 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 GORX Fitness may have.
  • DISCLAIMERS/WAIVER.
    • 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: ___________________________________

                       Name: _______________________________________

                       Date: ________________________________________

AFFILIATE: Signature: ___________________________________

                        Name: ______________________________________

                        Date: ______________________________________

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