Affiliate Agreement

Quantum Biotechnology Corporation (the “Company”) having its principal place of business at Vancouver, British Columbia, Canada (which expression shall, unless repugnant to or inconsistent with the context, mean and include their legal heirs, representatives, successors or permitted assigns) may offer you an opportunity to become an independent Affiliate of the Company (“Affiliate”), wherein you have the opportunity to earn additional money from the sale of Company products and services (“Company Products”). The Company reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.  Affiliate commission is further discussed herein. 

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, The Company’s Affiliate program. By clicking “I Accept the Terms and Conditions”, You thereby accept the terms of this Agreement. 

 

SECTION 1 - PARTIES  

All references to “The Company” herein means Quantum Biotechnology Corp.. as described above in the preamble.  All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement.  The Company and You are each referred to herein as a “Party,” and collectively as the “Parties.”

 

SECTION 2 - APPLICATION  

You agree to provide all information requested by the Company in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate.  You understand and agree that the Company retains sole and exclusive discretion to determine whether You qualify for participation in the Company’s Affiliate program.  Not everyone who applies for the Company’s Affiliate program will qualify to participate.  

 

SECTION 3 - CONSENT TO BE CONTACTED  

You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages.  This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

 

SECTION 4 - COMPENSATION   

(a) If Your application to become an Affiliate is approved by the Company, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise the Company Products.  You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using your Affiliate ID.  In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. Provided that the Company Products remains in good status (without a requirement to refund any Company Products) within thirty (30) days from the Sale, You will be paid a commission for each Company Product that generates a payment to the Company from your URL and sales efforts in a month (“Commission”). 

(b) Except as otherwise provided herein, Commission payments will be paid within the first week of each month following the 30 day holding period after a Sale as described in 4(a), subject to the other terms of this Agreement.  In the event the payment day of each month falls on a holiday, Commission payments will be paid on the business day preceding the holiday.  

(c) All Commission payments are based on the amount of fees received by The Company, less sales taxes. 

(d) The amount of Commissions are as follows:

“Total Revenue” is the sum of “Personal Purchases” and “Referred Sales”.  Personal purchases are purchases made on qilifestore.com by the affiliate for personal use.  Referred sales are purchases made by customers that are referred by the affiliate to qilifestore.com.

Total revenue of an affiliate is cumulative and does not reset each month.

  1. (1 star) Base Commission : 10% (applicable to anyone who is accepted to the Company as an Affiliate). In order to be eligible to receive this Base Commission, the Affiliate must have a total revenue of $50-499.  
  2. (2 star) Commission Level : 15% Commission (applicable to anyone who is accepted to the Company as an Affiliate). In order to be eligible to receive this Commission Level, the Affiliate must have a total revenue of $500-3499.  
  3. (3 star) Commission Level : 20% Commission (applicable to anyone who is accepted to the Company as an Affiliate). In order to be eligible to receive this Commission Level, the Affiliate must have a total revenue of $3500-9,999 and be an active, paying member ($49/mo) of the Quantumpreneur program.
  4. (4 star) Commission Level : 25% Commission (applicable to anyone who is accepted to the Company as an Affiliate). In order to be eligible to receive this Commission Level, the Affiliate must have a total revenue of $10,000-29,999 and be an active, paying member ($49/mo) of the Quantumpreneur program.
  5. (5 star) Commission Level : 30% Commission (applicable to anyone who is accepted to the Company as an Affiliate). In order to be eligible to receive this Commission Level, the Affiliate must have a total revenue of $30,000 or more and be an active, paying member ($49/mo) of the Quantumpreneur program.
  6. 1 to 3 star affiliates may earn commission on Qi Coils (does not include Qi Coil Aura) and Downloadable frequencies.
  7. 4 to 5 star affiliates may earn commission from Qi Coils, downloadable frequencies, Resonant Wand, Qi Coil Aura, Staff of Legends, Practitioner Systems, and Resonant Consoles.
  8. Any other products or services on qilifestore.com that are not listed in 6, or 7 above are at the commission rate of 0-10%.  See details in affiliate dashboard. 

(e) Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s).  Affiliates are not permitted to open a Company account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation.  Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales. 

(f) Commissions are paid only for transactions that actually occur between the Company and a Prospect and for Sales through which payment is received by the Company.  If payment for a Company Product later results in a refund or chargeback, and if a Commission was paid to You for that Company Product, then the Commission will be deducted from Your future Commissions.

(g) If The Company determines, in its sole and reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law (“Fraudulent Sale”), no Commission will be paid for such Sale, and any Commissions paid to you for Fraudulent Sales shall be deducted from Your future Commissions, and the Company may terminate this Agreement immediately without the Company having any liability to You.

 

SECTION 5 - TERM AND TERMINATION  

(a)The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions”; or (ii) Your participation in the Affiliate program is approved. Your participation in the Company Affiliate program will continue month-to-month until terminated. 

(b) Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination.  If, in our sole reasonable discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or our Terms of Service, or violated any law, whether in connection with this Agreement or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time with notice to You. In addition, if, based on our data, you have a dispute rate greater than 10%, we may terminate this Agreement or suspend your access to the Website at any time with notice to You. In such instances, and in our sole reasonable discretion, we may also, for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You on the Website.  In the event this Agreement is canceled due to Your breach of the terms contained herein, You immediately forfeit all Commissions, and any other payments owed to You which occur after the termination of this Agreement, without any further liability of the Company to You.  This Agreement will terminate automatically if You earn no (zero) Commissions over a 12 month period. 

(c) If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations and dispute resolution waiver provisions.  All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement.

 

SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES  

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by any relevant governmental authority or agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violations of any consumer protection or advertising laws.  If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify the Company of the same within 24 hours.  The Company, in its sole and exclusive discretion, may immediately terminate Your participation in the Company’s Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

 

SECTION 7 - ENTIRE AGREEMENT 

This Agreement, Appendix A below, along with The Company’ standard Terms of Service, as made available on the Website, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

 

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate: 

1. General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws, data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, the Canada Personal Information Protection and Electronic Data Act, and Brazilian General Data Protection Regulation), laws governing testimonials, and all guidelines issued by the US Federal Trade Commission. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by the Company that are inconsistent with, or beyond the scope of marketing materials produced and made available by the Company on the Company website, www.qilifestore.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.  Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. The Company retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.

2. Disclosure.  On any website that Affiliate advertises any of the Company Products, the Affiliate must plainly display (i.e., not in a link, or in small font)  disclaimer language, such as:

Disclosure: I am an independent Affiliate of Quantum Biotechnology Corporation, not an employee.  I receive referral payments from Quantum Biotechnology Corporation.  The opinions expressed here are my own and are not official statements of Quantum Biotechnology Corporation.

3. Non-Disparagement.  Affiliate is not permitted to comment negatively about or disparage the Company Products or any other person or entity, including without limitation the products or services of the Company’s competitors.  Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of the Company, any brand name of the Company, or based on the trademarks or brand name of any competitor of the Company, or any other third party.  Affiliate shall not directly link to Company sales page from any paid advertising.

4. Social Media.  If Affiliate advertises on Instagram or YouTube, then each post must comply with all of the following:

  • Each post must contain @davidwongmastery or # qilifemastery or #qicoil.
  • Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.
  • Each Instagram post must use Instagram’s “Paid Partnership” tool.
  • Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video.

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media.  Affiliate must also comply with all rules of each social media platform that Affiliate uses.

5. Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of the Company Products will guarantee that the user will make money.  If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using the Company Products, or as an Affiliate, the following guidelines must be adhered to:

  1. Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and 
  2. Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement:  “These were my results.  Your results will vary based on a variety of factors including Your education, effort, and market factors.  There is no guarantee You will make any money.”
  3. Affiliate is also expressly prohibited from making any express or implied claims that The Company is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

6. Health Related Claims. Affiliates are expressly prohibited from making any claims which state that use of Company Products will or may have any discernable effect on a customer’s health, physical or mental health. The Affiliate must also clearly add a disclaimer on their advertising where applicable, stating that none of the Company Products advertised are approved by the US Food and Drug Administration, or any regulatory authority, and such products are not intended to treat, cure, diagnose, remedy or have any discernible effect on any disease, health condition, medical condition, or other physical, psychological or biological condition.

7. License. The Company shall obtain a non-revocable, non-exclusive, assignable, un-limited, and non- transferable license to use the images, videos and other web or mobile based content (hereinafter “Content”) described below: All content posted by the Affiliate on social media accounts belonging to the Affiliate, which includes any images, mentions, descriptions or links to any goods or products owned, distributed, sold or advertised by the Company. Such content can be posted on any social media channel, including Facebook, Instagram, YouTube, TikTok, Snapchat or any other digital media channel. All content owned by the Affiliate which concerns or mentions any business operations of the Company, including products sold, displayed or services offered, and any of the company’s logos, trade names, trademarks or branded goods.

8. Content Use. The Company may use the Content at their sole and absolute discretion, whether by reposting it to their own social media channels or website, or otherwise, and the Company will have an unrestricted right and license to use such content as they deem fit and reasonable, with the exception that no Content may be used in a manner which defames or disparages the Affiliate. 

9. The Company’ Trademarks. No logo, tagline, trademark, trade name, or service mark (collectively, the “The Company Trademarks”) owned by the Company may be used, copied, or reproduced by any Affiliate except as set forth below.  No Company intellectual property (or any mark confusingly similar to any Company intellectual property) is to be registered by the Affiliate in any country or registered as a domain name by Affiliate in any way in any country.  

10. Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “Qi Coil™” or “Qi Life™”, “Resonant Wand™”, “Aura Coil™”, “Mantra Coil™”, “Staff of Legends™”, “Staff of Moses™”, “Qi Life Store™” trademarks to advertise The Company online.  Any time Affiliate uses the words “Qi Coil”, “Qi Life”, “Resonant Wand”, “Aura Coil”, “Mantra Coil”, “Staff of Legends”, “Staff of Moses”, “Qi Life Store” it must be immediately followed by “TM”/“®” as applicable.  Affiliate may not use “Qi Coil”, “Qi Life”, “Resonant Wand”, “Aura Coil”, “Mantra Coil”, “Staff of Legends”, “Staff of Moses”, “Qi Life Store”, “David Wong” or other Company trademarks as part of any URL, domain or website name. 

11. All Intellectual Property rights, whether they be for trademarks, copyrightable material, patentable material, or any techniques, know how, trade knowledge or expertise, arising from or derived in any form, from the Content (“Intellectual Property”), shall at all times remain the exclusive property of, and vest with the Company, not the Contractor. 

Affiliate shall not promote or provide services to any other business or person that is infringing any of the Company’s intellectual property.

12. Complaint Notification.  Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaints. Notice should be sent to affiliate@qilifestore.com

13. Confidentiality. All information related to the Content and its use by the Company is to be kept confidential, and may not be disclosed to any third parties under any circumstances whatsoever, unless the Company provides their written consent to do so. "Confidential Information" includes all information related to or used in either party’s business, disclosed by one party (the “Discloser”) to the other (the “Recipient”) including, but not limited to (whether embodied orally or in memoranda, manuals, blueprints, schematics, letters or other documents, computer disks, software, source codes, tapes or other information storage devices, or any other media or vehicle) scientific or technical information; research, development, design, process, manufacture, procedure, formula, improvements, operation and production data; testing and performance data; patent position or trade secrets; costs; profits; investments, planning, markets, pricing data and other financial or business information; experience with new ventures or products; personnel files; sales and marketing data; client lists, customer data; and all other data, reports, specifications, formulae, proposals, studies, business plans and analyses, financial information and projections, personnel information, information about marketing and sales, information about products or pricing, information about customers or potential customers, information about vendors or potential vendors, information about systems, including communication and information systems, information about the capabilities of or plans for existing or future technology, information about third-party software, and any information supplied to the Discloser by a third-party and marked “confidential” or “proprietary.” The obligations of this Section 6 shall continue for a period of two (2) years following the termination of this agreement, and the Parties acknowledges and agrees to the same.

14. Violations of the Agreement and Injunctive Relief. Each party acknowledges that the disclosure by the Recipient of Confidential Information in a manner not authorized by this Agreement would be likely to cause irreparable damage that could not be fully remedied by monetary damages. Each party therefore agrees that the other party may specifically enforce this Agreement and may seek such injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized disclosure without the necessity of proving actual damage by reason of any such breach or threatened breach of this Agreement. Each party agrees that if they violate the terms of this agreement in any way, by misusing, misappropriating, disclosing, or destroying any of the confidential information and/or intellectual property of the other party in any way (“violations”), they shall be fully liable for all damages incurred by the other party on demand and by notification from the other party in writing, resulting from their violations, including all court fees, legal costs, attorney fees, and fees paid to third parties, by the other party.

15. Duration of the Agreement. The License shall be effective immediately, and shall continue in effect while the Company continues to use the Content, or the Contractor receives payments through their purchase link as described in Section 5 of this agreement. The Company may terminate this agreement while maintaining their license to use the Content in full, at any time it is found that the Contractor has breached this agreement, or any applicable law, regulation or legal requirement, in an applicable jurisdiction to which the Contractor or the Company is subject in any capacity. Such termination will be with immediate effect. 

16. Independent Contractor Affiliates are independent contractors of the Company.  It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between the Company and Yourself by virtue of this Agreement.  You have no right to act on behalf of or bind the Company in any way, nor share in the profits or losses of the Company.  The only compensation available to You is set forth in this Agreement.  You are solely and exclusively responsible and liable for all of your acts or omissions.

17. NO WARRANTY; NO LEADS. The Company does not promise, guarantee or warrant Your business success, income, or sales.  You understand and acknowledge that the Company will not at any time provide sales leads or referrals to You.  You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.  You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

18. LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, , THE COMPANY PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER THE COMPANY HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. 

19. IN NO EVENT SHALL THE COMPANY’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO THE COMPANY FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST THE COMPANY OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

20. DISPUTE RESOLUTION & GOVERNING LAW. Any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 30 days shall be resolved via the competent courts located in Vancouver, British Columbia, Canada, under the laws of the Province of British Columbia, Canada.

21. Indemnity.  You agree to protect, defend, indemnify and hold harmless the Company, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, negligence, willful misconduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement.  Your indemnity obligation includes, but is not limited to, any third party claim against The Company for liability or payments for damages caused by, or other liability relating to, You.  This provision expressly survives the termination of this Agreement.

22. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

23. Modification/Amendments.  This Agreement may be modified by the Company at any time, with prior notice to You.  Amendments or modifications to this Agreement will be binding on You when they are sent to You via email.  No amendment to this Agreement shall be valid unless prepared or published by the Company.  Your continued acceptance of Commissions shall constitute your acceptance to any modifications or amendments to this Agreement.

 

PROGRAM RULES

  1. You cannot make commissions on products that you purchase for yourself, for your friends, or for your family.
  2. You cannot signup a friend or family member as an affiliate in order to make a commission on a purchase that was intended for yourself.
  3. There are NO Commissions on Resonant Wave Devices, such as Resonant Wand, Aura Coils, Mantra Coils, Resonant Console.
  4. You must comply with our fair advertising guidelines and restrictions.
  5. You are NOT allowed to use these words in any of your promotions:

Cure, heal, treatment, prevention, disease, diagnosis, mitigate, Coronavirus, Covid, Covid19, prevent or any medical terms that are similar. Please contact us if you have questions.

  1. Coupon sites do not qualify for commissions.
  2. Any violation of program rules will result in the any commissions earned to be withheld and termination of your affiliate account without notice. Understood?