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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 GROW (AI-powered lead generation and conversion, 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. VIP Code

Once the Company has approved Partner for the program, the Company will provide Partner with a unique VIP code by email. Partner gives the VIP code to its clients and referrals, who use it when booking a demo with the Company. The VIP code identifies and tracks each referral to Partner and is the basis for referral-fee payments. Only referrals that use Partner’s VIP code 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.

“Implementation Fee” means the one-time implementation fee charged to the referred client under its Order Form with the Company, which at the Company’s standard pricing is currently US$2,500, or the equivalent amount stated on the Order Form in the applicable currency.

Separate Subscriptions

RUN and GROW 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:

Payment

The Company issues a monthly statement and remits undisputed amounts within 30 days after month-end. The signing fee is payable only after 30 days following activation, once the referred client has paid the Implementation Fee in full and has been successfully onboarded, as determined by the Company. If the referred client cancels within 30 days of activation, no referral fee is payable for that subscription, including the signing fee. 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, within the first 12 months after activation, a referred client terminates its subscription early, stops paying, defaults on its contract, or the subscription otherwise ends, any referral-fee installments not yet paid are forfeited and no further payments are due to Partner for that subscription. Fees are also reversed 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 controls attribution; if more than one partner registers the same prospect, the first valid registration controls. The Company determines qualification and attribution in good faith. Existing customers or pipeline, duplicates, and self-referrals are excluded.

5. Partner Obligations

Partner will promote the Platform truthfully and only as authorized; conduct all marketing and lead-generation lawfully; complete at least two hours of training per month on BoomerangFX 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 and has no authority to bind the Company.

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 and its marks. All client data and Platform IP remain the Company’s.

8. Term & Termination

This Agreement starts on the Effective Date and continues until terminated. 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.

9. Disclaimers, Liability & Compliance

The program and all materials are provided “as is,” with no warranty and no guarantee of 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.

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 that disparages, defames, or otherwise reflects negatively on the Company, the Platform, or their respective officers, employees, products, or services.

11. Non-Solicitation

During the Term and for twelve months after termination or expiration of this Agreement, Partner will not directly or indirectly 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.

Where Partner is a marketing agency, the Company will not, without Partner’s prior written consent, which will not be unreasonably withheld, directly compete with Partner to provide marketing agency services to any client that Partner referred to the Company under this Agreement.

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.

Acceptance

BY CLICKING “SUBMIT” OR OTHERWISE INDICATING ACCEPTANCE ELECTRONICALLY, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, HAVE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS.

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.