Affiliate Partner Agreement

This Affiliate Partner Agreement (“Agreement”) is entered into by and between Valere Labs (“Company”) and the undersigned affiliate partner (“Affiliate”) as of the Effective Date set forth below.
The purpose of this Agreement is to establish the terms and conditions under which Affiliate shall promote and refer dental practices to laboratories within the Valere Labs network, including Peak Dental Studio, Pacific Dental Arts, and other affiliated entities (collectively, the “Labs”).

1. Relationship

Affiliate acts solely as an independent contractor and not as an employee, agent, or legal representative of the Company.
Affiliate shall comply with all Company marketing and brand guidelines and shall represent the Labs truthfully and in a professional manner at all times.

2. Affiliate Compensation

The Company shall pay Affiliate a commission (“Affiliate Compensation”) equal to three percent (3%) of Qualified Revenue generated from practices referred by Affiliate.
“Qualified Revenue” refers exclusively to product and service line items designated by the Company as commissionable.
Commissions will be calculated on a quarterly basis and paid within thirty (30) days after the end of each calendar quarter.

3. Attribution and Duration

Affiliate will be credited for practices that sign up through the Affiliate’s unique referral link or other approved tracking method.
Commissions shall continue for as long as the referred practice remains active and generates Qualified Revenue, provided this Agreement remains in effect.
Upon termination, commissions shall continue only until (a) the referred practice ceases sending cases or (b) the Agreement’s termination date, whichever occurs first.

4. Reporting and Transparency

The Company shall furnish Affiliate with monthly summary statements detailing referred accounts, Qualified Revenue, and applicable commissions.
The Company shall determine the format, frequency, and level of detail for such reports at its sole discretion.

5. Adjustments and Clawbacks

The Company reserves the right to adjust or reclaim commissions related to credits, remakes, refunds, promotional discounts, or other non-qualified revenue.
Adjustments may also occur where sales are later invalidated or reversed. These provisions ensure fair and accurate compensation in accordance with standard affiliate practices.

6. Term and Termination

This Agreement shall commence on the Effective Date and remain in force until terminated by either party with thirty (30) days’ written notice.
Termination shall not affect commissions already earned but unpaid, subject to the Company’s right to make adjustments or clawbacks as outlined herein.

7. Compliance and Conduct

Affiliate shall comply with all applicable laws and regulations, including healthcare, advertising, and data privacy laws.
Affiliate shall not offer or receive compensation to or from any dental practice in violation of fee-splitting or anti-kickback statutes.
All marketing activities shall be ethical, accurate, and pre-approved where required.

8. Confidentiality and Non-Disclosure

Affiliate acknowledges that they may gain access to confidential or proprietary information belonging to the Company or its affiliates (“Confidential Information”).
Affiliate shall not disclose, reproduce, or use such information except as necessary to perform under this Agreement.
Confidential Information excludes information that (a) becomes public through no fault of the Affiliate, (b) is independently developed without reference to the Company’s data, or (c) is legally required to be disclosed after prompt notice to the Company.
Upon termination, Affiliate shall return or destroy all Confidential Information upon request.

9. Non-Disparagement

Affiliate agrees to refrain from making or publishing any false, misleading, or disparaging remarks about Valere Labs, its subsidiaries, partners, or personnel.
This restriction shall not preclude the Affiliate from providing honest feedback, engaging in lawful marketing activities consistent with Company guidelines, or complying with any legal obligation or regulatory inquiry.

10. Limitation of Liability

The Company shall not be liable for indirect, incidental, or consequential damages arising from this Agreement.
Affiliate’s exclusive remedy shall be limited to the payment of Affiliate Compensation properly due and payable.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws provisions.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and communications.
No amendment or modification shall be valid unless made in writing and signed by both parties.