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 codeidentifies and tracks each referral to Partner and is the basis for (a) booking-fee payments when a referral books a demo, and (b) 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 arestated and paid in U.S. Dollars and apply in every region. Partner bears any currency-conversion and bank costs. 

Fee	When it is earned	Amount (USD)
Booking fee	Each discovery meeting a referral books on the Partner Portal using the VIP code (and attends)	$20 per meeting — paid whether or not it closes
Referral fee	Each subscription a referred client activates (closed)	$2,000 per subscription — paid as 4 × $500 (on activation, then at 6, 12 & 18 months)
Volume accelerator	For every 25 active referred subscriptions	$25,000
Client discount	Applied to the referred client via the VIP code	25% off the Company’s standard pricing

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

Example	Subscriptions	Partner earns
Client subscribes to RUN only — 1 location	1	$2,000
Client subscribes to RUN + LeadEngineAI — 1 location	2	$4,000
Client subscribes to RUN + LeadEngineAI — 3 locations	6	$12,000

Payment. 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. The volume accelerator fee is earned when the applicable milestone of active referred subscriptions is reached and is paid within 30 days after the end of the month in which the milestone is reached. If, during the 18-month payout cycle, a referred client terminates its relationship with the Company, stops paying, defaults on its contract, or the subscription otherwise ends, the remaining installments cease and no further payments are due to Partner for that subscription. Fees are also reversed (clawed back) if a subscription cancels or refunds within 90 days of activation. These fees are Partner’s sole compensation; Partner is responsible for its own taxes, costs, and expenses. 

4. Attribution & exclusions.The VIP code used on the Partner Portal controls attribution; if more than one partner registers the same prospect, the first valid registration controls. The Companydetermines qualification and attribution in good faith. Partner may request written confirmation of any attribution determination within ten (10) business days of registering a referral; if the Company does not respond within ten (10) business days of such request, attribution shall be deemed confirmed. Existing customers or pipeline, duplicates, self-referrals, and meetings that do not occur are excluded. 
5. Partner obligations.Partner will promote the Platform truthfully and only as authorized; conduct all marketing and lead-generation lawfully (including advertising, email, SMS, calling, and privacy laws); complete at least two (2) hours of training per month onBoomerangFX LEARN+; use the Company’s marks only as approved; protect Confidential Information; and comply with anti-bribery, sanctions, and export laws. 
6. Independent contractor.The Parties are independent contractors. This Agreement does not create any employment, agency, partnership, joint venture, or franchise relationship.Partner is not an employee or agent of the Company, receives no employee benefits, has no authority to bind the Company or make commitments on its behalf, and is solely responsible for its own personnel, taxes, and costs. 
7. Confidentiality & IP.Each Party will protect the other’s non-public information and use it only to perform this Agreement. The Company owns the Platform, the Partner Portal, and its marks; Partner receives a limited, non-exclusive, revocable license to use Company-approved materials and the co-branded Partner Portal during the Term, and the Company may use Partner’s name and logo on that page. All client data and Platform IP remain the Company’s.
8. Term & termination.This Agreement starts on the Effective Date and continues untilterminated. Either Party may terminate on 5 days’ written notice, or immediately for Cause. On termination, Partner immediately ceases referrals and use of the Company’s marks. The following applies to referral-fee installments on subscriptions that were active as of the termination date: (a) if Partner terminates this Agreement for any reason, or if the Company terminates for Cause, all remaining unpaid installments are forfeited and no further amounts are payable to Partner; (b) if the Company terminates this Agreement without Cause, the Company will continue to pay remaining scheduled installments on then-active subscriptions, paid in equal quarterly installments of $500 per subscription over the remainder of the original 18-month payout cycle, until the earlier of full payment or the subscription’s termination. “Cause” means: (i) Partner’s material breach of this Agreement that remains uncured for 10 days after written notice; (ii) fraud, willful misconduct, or gross negligence by Partner; (iii) Partner’s conviction of, or plea of guilty or no contest to, a criminal offence; or (iv) Partner’s violation of applicable law in connection with its performance under this Agreement. 
9. Disclaimers, liability & compliance.The program and all materials are provided “as is,” with no warranty and no guarantee of any referrals, sales, or earnings. Neither Party is liable for indirect or consequential damages, and each Party’s total liability is limited to the fees paid to Partner in the prior 12 months (except for confidentiality, IP, indemnity, or unlawful conduct). Each Party willcomply with applicable laws and indemnify the other for claims arising from its own breach or misconduct. 
10. Non-disparagement.During the Term and at all times after termination or expiration of this Agreement, Partner will not make, publish, or communicate any statement, whether oral or written, that disparages, defames, or otherwise reflects negatively on the Company, the Platform, or their respective officers, employees, products, or services. This obligation survives termination or expiration of this Agreement indefinitely and is independent of any other provision of this Agreement. 
11. Non-solicitation.During the Term and for twelve (12) months after termination or expiration of this Agreement, Partner will not, directly or indirectly, solicit, divert, or attempt to solicit or divert any client that Partner referred to the Company, or any client of the Company that Partner became aware of through this Agreement, for the purpose of providing, marketing, or promoting any practice-management software that competes with the Platform. This restriction is limited to practice-management software and does not restrict Partner from providing other products or services to such clients, or from engaging clients that were part of Partner’s existing book of business in the aesthetic, medspa, or wellness industry prior to the Effective Date. 
12. General.This Agreement is governed by the laws of Delaware, United States, with exclusive venue in Wilmington, Delaware. Partner may not assign without the Company’s consent; the Company may assign to an affiliate or successor. This Agreement is the entire agreement on its subject matter and supersedes prior discussions and any letter of intent; the Company may update the program terms prospectively on 30 days’ notice. Amendments must be in writing. The Agreement may be signed in counterparts and by electronic signature.

ACCEPTANCE 

BY CLICKING “SUBMIT” OR OTHERWISE INDICATING ACCEPTANCE ELECTRONICALLY, YOU CONFIRM THAT: (A) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY; (B) YOU HAVE THE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT; AND (C) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE DATE OF ACCEPTANCE (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE, DO NOT CLICK SUBMIT AND DO NOT PARTICIPATE IN THE PROGRAM. 

Your electronic acceptance constitutes a legally binding signature for the purposes of this Agreement. The Company’s records of your acceptance, including the date and time stamp, shall be conclusive evidence of the Effective Date and your agreement to these terms. 

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]