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Global Channel Partner Program Agreement

BoomerangFX — Global Channel Partner Program Agreement
Independent referral partner · all amounts in U.S. Dollars (USD) · applicable in all regions worldwide

This Global Channel Partner Program Agreement (the “Agreement”) is between BoomerangFX USA Inc. (the “Company”) and the individual or entity who accepts these terms electronically (the “Partner”). It takes effect on the date Partner clicks to accept below (the “Effective Date”). The Company provides a practice-management and patient-growth software platform — RUN (practice management) and LeadEngineAI (AI patient growth, including AUVIA) — for the aesthetic, medspa, and wellness industry (the “Platform”). This is a non-exclusive, worldwide referral program.

1. Appointment
The Company appoints Partner as a non-exclusive, independent referral partner, worldwide, to introduce prospective customers to the Platform using Partner’s own network, marketing, and lead-generation. Partner is a referral source only: the Company performs all demos, sales, pricing, onboarding, support, and billing. Partner does not resell, host, price, or deliver the Platform. There are no quotas.

2. Partner Portal & VIP Code
The Company issues Partner a unique VIP code and hosts a co-branded Partner Portal page for Partner. Partner directs its clients and referrals to the Partner Portal, where they log in using the VIP code and book a demo. The VIP code identifies and tracks each referral to Partner and is the basis for:

• Booking-fee payments when a referral books and attends a demo.
• Referral-fee payments when a referral activates a subscription.

Only referrals that use Partner’s VIP code on the Partner Portal are attributable to Partner.

3. Compensation (USD, Worldwide)
All fees are stated and paid in U.S. Dollars and apply in every region. Partner bears any currency-conversion and bank costs.

Fee Structure

• Booking Fee: $20 per attended discovery meeting booked through the Partner Portal using the VIP code, whether or not it closes.
• Referral Fee: $2,000 per activated subscription, paid as four installments of $500 (on activation, then at 6, 12, and 18 months).
• Volume Accelerator: $25,000 for every 25 active referred subscriptions.
• Client Discount: 25% off the Company’s standard pricing through the VIP code.

Separate Subscriptions
RUN and LeadEngineAI are separate subscriptions, and a referral fee is earned for each one activated. If a client subscribes to both, Partner earns fees for both subscriptions. Where a client deploys across multiple locations, the referral fee applies per subscription, per location.

Examples

• RUN only – 1 location = 1 subscription = $2,000 earned.
• RUN + LeadEngineAI – 1 location = 2 subscriptions = $4,000 earned.
• RUN + LeadEngineAI – 3 locations = 6 subscriptions = $12,000 earned.

Payment Terms

• The Company issues a monthly statement and remits undisputed amounts within 30 days after month-end.
• Referral-fee installments are paid only while the subscription remains active.
• If a referred client terminates, stops paying, defaults, or otherwise ends its subscription during the 18-month payout cycle, remaining installments cease.
• Fees are reversed if a subscription cancels or refunds within 90 days of activation.
• Partner is responsible for its own taxes, costs, and expenses.

4. Attribution & Exclusions
The VIP code used on the Partner Portal controls attribution. If multiple partners register the same prospect, the first valid registration controls. The Company determines qualification and attribution in good faith.

Excluded Referrals

• Existing customers.
• Existing pipeline opportunities.
• Duplicate referrals.
• Self-referrals.
• Meetings that do not occur.

5. Partner Obligations

• Promote the Platform truthfully and only as authorized.
• Conduct marketing and lead generation lawfully, including compliance with advertising, email, SMS, calling, and privacy laws.
• Complete at least two (2) hours of BoomerangFX LEARN+ training each month.
• Use Company trademarks and branding only as approved.
• Protect Confidential Information.
• Comply with anti-bribery, sanctions, and export laws.

6. Independent Contractor
The Parties are independent contractors. This Agreement does not create employment, agency, partnership, joint venture, or franchise relationships. Partner:

• Is not an employee or agent of the Company.
• Receives no employee benefits.
• Has no authority to bind the Company.
• Is solely responsible for its personnel, taxes, and costs.

7. Confidentiality & Intellectual Property

• Each Party will protect the other’s non-public information.
• The Company owns the Platform, Partner Portal, and trademarks.
• Partner receives a limited, non-exclusive, revocable license to use approved materials and the co-branded Partner Portal during the Agreement term.
• The Company may display Partner’s name and logo on the Partner Portal.
• All client data and Platform intellectual property remain the Company’s property.

8. Term & Termination
This Agreement begins on the Effective Date and continues until terminated.

Termination Rights

• Either Party may terminate with 5 days’ written notice.
• Either Party may terminate immediately for Cause.
• Upon termination, Partner must stop referrals and cease using Company trademarks.

Referral Fee Installments After Termination

• If Partner terminates the Agreement or the Company terminates for Cause, all unpaid installments are forfeited.
• If the Company terminates without Cause, remaining installments on active subscriptions continue to be paid in quarterly $500 installments until the original payout schedule ends or the subscription terminates.

Cause Includes

• Material breach not cured within 10 days.
• Fraud, willful misconduct, or gross negligence.
• Criminal conviction or plea.
• Violation of applicable law.

9. Disclaimers, Liability & Compliance

• The program and materials are provided “as is.”
• No guarantee of referrals, sales, or earnings.
• Neither Party is liable for indirect or consequential damages.
• Each Party’s liability is limited to fees paid to Partner during the prior 12 months, except for confidentiality, intellectual property, indemnity, or unlawful conduct matters.
• Each Party will comply with applicable laws and indemnify the other for claims arising from its own breach or misconduct.

10. General

• This Agreement is governed by the laws of Delaware, United States.
• Exclusive venue is Wilmington, Delaware.
• Partner may not assign this Agreement without Company consent.
• The Company may assign the Agreement to an affiliate or successor.
• This Agreement supersedes all prior discussions and letters of intent.
• The Company may update program terms prospectively with 30 days’ notice.
• Amendments must be in writing.
• Electronic signatures and counterparts are permitted.

Acceptance
By clicking “I Accept” or otherwise indicating acceptance electronically, you confirm that:

• You have read and understood this Agreement in its entirety.
• You have authority to bind yourself or the entity you represent.
• You agree to be bound by all terms and conditions as of the Effective Date.

Your electronic acceptance constitutes a legally binding signature. The Company’s records of acceptance, including the date and time stamp, will serve as conclusive evidence of the Effective Date and your agreement to these terms.

Partner Legal Name: [Captured electronically at time of acceptance]
Effective Date: [Date/time stamp captured electronically at time of acceptance]

BoomerangFX Privacy Policy

This Privacy Policy explains how BoomerangFX (“Company”, “we”, “us” or “our”) collects, uses and discloses your personal information.
If you have any questions about this Privacy Policy or our privacy practices, please contact your physician or one of our staff.

What Personal Information Do We Collect?

We collect the following personal information:

• Name and contact information for patients and emergency contacts, including address, email address, and telephone number
• Date of birth and other demographic information
• Billing information, including health insurance details and credit card information for private payments
• Health information, including symptoms, diagnosis, medical history, test results, treatments, allergies, and prescriptions
• Photographs or video recordings taken for patient care purposes

We may collect other information that you choose to provide to us or that we collect with your consent.

For What Purposes Do We Use Personal Information?

We use personal information for the following purposes:

• To provide treatment and care to our patients and ensure continuity of care
• For administrative purposes, including records, billing, scheduling, quality assurance, and risk management
• To communicate with patients and respond to inquiries and requests
• To contact a patient’s emergency contact in emergency situations
• To meet legal, regulatory, and professional obligations
• For research studies and trials that a patient has enrolled in
• To send targeted communications for marketing purposes

We may use personal information for other purposes with your consent or as permitted or required by law.

When and to Whom Do We Disclose Personal Information?

Disclosure for Health Care

Relevant health information may be shared with other professionals involved in your care, including physicians, specialists, pharmacists, lab technicians, nutritionists, physiotherapists, and occupational therapists.

Service Providers

We may transfer or make personal information available to service providers who perform services on our behalf, including data storage, payment processing, analytics, and marketing services.

Business Transactions

If the Company is sold, we may transfer your personal information to the purchaser in accordance with legal, regulatory, and professional obligations.

Disclosures Authorized or Required by Law

We may disclose your personal information where legally required or authorized, including billing health plans, reporting infectious diseases, fitness to drive, or responding to a court order.

Disclosures With Consent

We may disclose your personal information in other circumstances with your consent, such as sharing information with your insurer for reimbursement purposes.

You may withdraw your consent at any time, except where disclosure is required by law.

Our Website

We collect certain information automatically when you visit our website, including IP addresses, page requests, browser type, operating system, and average time spent on the website.

Our website uses cookies to remember preferences, authenticate users, understand website activity, and improve the user experience.

We may use third-party service providers, such as Google Analytics, to collect information about website usage in aggregate, non-identifiable form.

Our website may contain links to third-party websites. We do not control these websites and encourage you to review their privacy policies.

How Do You Access Personal Information Held by This Office?

You have the right to request access to or obtain a copy of your record in a timely manner.

If you request a copy of your record, it may be provided at a reasonable cost.

Requests for access must be made in writing to the responsible physician at the office address.

What If Your Record Is Not Accurate?

We make every effort to ensure your information is recorded accurately.

If an inaccuracy is identified, you may request that it be corrected.

If we do not agree that the information is inaccurate, we will note your position in your file.

How Secure Is Your Information?

Safeguards are in place to protect your information, including physical, technological, and administrative security measures.

These safeguards are designed to protect personal information against loss, theft, unauthorized access, disclosure, copying, use, or modification.

Please note that no security measure can guarantee absolute security.

How Long Do We Keep Information?

Patient records are retained as required by law and professional regulations.

When information is no longer required, it is securely destroyed according to established procedures.

How Can You Contact Us?

Please contact your physician or any member of our staff if you would like to:

• Request access to or correction of your personal information
• Opt out of receiving tailored marketing communications
• Withdraw your consent to the processing of your personal information
• Ask questions about this Privacy Policy or how we process your personal information

BoomerangFX

2000 Argentia Rd, Plaza 3, Unit 400

[email protected]