QR Life Affiliate Agreement
This Affiliate Agreement ("Agreement") is made and entered into as of [DATE] by and between QR Life, Inc., a [State] corporation with a principal place of business ("QR Life"), and [Affiliate Name], with a principal place of business at [Affiliate Address] ("Affiliate").
WHEREAS, QR Life desires to expand its marketing and sales efforts through a network of Affiliates; and
WHEREAS, Affiliate desires to promote QR Life's products and services through its marketing channels;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1. Appointment and Grant of Rights.
1.1. QR Life hereby appoints Affiliate as a non-exclusive affiliate for the purpose of promoting QR Life's products and services (the "Products") through the Affiliate's website(s), social media channels, and other marketing materials (collectively, the "Marketing Channels").
1.2. QR Life grants Affiliate a non-exclusive, non-transferable, royalty-free right to use QR Life's trademarks, logos, and marketing materials solely for the purpose of promoting the Products in accordance with this Agreement.
2. Affiliate's Obligations.
2.1. Affiliate shall use commercially reasonable efforts to promote the Products through its Marketing Channels.
2.2. Affiliate shall comply with all applicable laws and regulations in connection with its performance under this Agreement.
2.3. Affiliate shall not make any false, misleading, or deceptive statements about QR Life or the Products.
2.4. Affiliate shall not engage in any spamming or other unfair or deceptive marketing practices.
2.5. Affiliate shall accurately track and report all sales generated through its Marketing Channels using the tracking methods provided by QR Life.
2.6. Affiliate shall not offer any discounts, coupons, or promotions for the Products without the prior written consent of QR Life.
2.7. Affiliate shall not create or use any marketing materials that are not approved by QR Life in writing.
3. Commissions.
3.1. QR Life shall pay Affiliate a commission on all sales of Products generated through Affiliate's Marketing Channels. The commission rate shall be [Commission Rate]% of the net sales price of each Product sold.
3.2. A sale shall be deemed to have been generated through Affiliate's Marketing Channels if a customer clicks on a unique affiliate link provided by QR Life and makes a purchase within 7 days of clicking the link.
3.3. Commissions shall be paid to Affiliate on a monthly basis, subject to a minimum payout threshold of 100$.
4. Term and Termination.
4.1. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless terminated by either party upon [Number] days' prior written notice.
4.2. This Agreement may be terminated by either party upon written notice to the other party for any reason or no reason at all.
4.3. Upon termination of this Agreement, all rights and licenses granted hereunder shall immediately cease and revert to QR Life. Affiliate shall immediately cease all use of QR Life's trademarks, logos, and marketing materials.
5. Confidentiality.
5.1. Affiliate agrees to hold in confidence all confidential information of QR Life, including, but not limited to, pricing information, product information, and customer information.
5.2. Affiliate shall not disclose any confidential information of QR Life to any third party without the prior written consent of QR Life.
6. Representations and Warranties.
6.1. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
6.2. Affiliate represents and warrants that its Marketing Channels do not and will not violate the rights of any third party.
7. Indemnification.
7.1. Affiliate agrees to indemnify and hold harmless QR Life, its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Affiliate's breach of this Agreement.
8. Limitation of Liability.
8.1. IN NO EVENT SHALL QR LIFE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF QR LIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. QR LIFE'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID TO AFFILIATE DURING THE PRECEDING TWELVE (12)