Commercial Sales/Affiliate Agreement
THIS AGREEMENT (this “Agreement”) is made between Antheon, Inc. (d.b.a. Fixed Rate Repair LLC), a New York corporation (the “Company”), and the Commercial Affiliate (the “Commercial Affiliate”).
WHEREAS:
- The Company provides dental handpiece repair services;
- The Commercial Affiliate offers consulting services to dental professionals or offices;
- The Parties desire to collaborate to promote the Company’s services.
Section 1: Definitions
Qualified Sale: A sale made using the Affiliate’s ID, confirmed and completed.
Commission: Compensation paid for each Qualified Sale (see Exhibit A).
Members: Customers linked to the Affiliate in the system.
Services: All eligible Company products/services (see Exhibit B).
Section 2: Duties and Obligations
Commercial Affiliate shall:
- Create a personal account on the repair website;
- Assign Members to their account;
- Share service information with Members;
- Submit handpieces when required;
- Support and educate Members on service usage.
The Company shall:
- Provide promotional materials and samples;
- Train the Affiliate on admin and technology tools;
- Support Member onboarding and use of products;
- Pay commissions as per Exhibit A.
Section 3: Commissions
Structure: Commissions based on Exhibit A.
Order Attribution: Based on Account ID and last order model.
Payment: Paid monthly; Affiliate responsible for tax.
Reporting: Dashboard access will be provided.
Changes: The Company may modify terms with 10-day notice.
Section 4: Confidentiality
Defines "Confidential Information" and outlines protection, exceptions, and return of data upon termination.
Section 5: Intellectual Property
The Company retains full ownership of all intellectual property. No rights are transferred to the Affiliate.
Section 6: Term and Termination
- Agreement is ongoing until terminated by either Party with 30-day notice.
- Immediate termination allowed for breach, bankruptcy, or non-compliance.
- Rights and obligations survive termination as applicable.
Section 7: General Provisions
- Governing Law: New York, with jurisdiction in Eastchester, NY.
- Entire Agreement and Amendments: This is the full agreement unless amended in writing.
- Indemnification, Severability, and Notices outlined.
- Affiliate is an independent contractor; no exclusivity is granted.
Exhibit A: Commissions
- 10% commission on net sales (excludes tax, shipping, etc.).
- Tracking via Account ID on the website; dashboard visibility available.
- No geographic restrictions; U.S. only with valid W-9.
Exhibit B: Services
All handpiece repair services on the Company’s website are eligible. Pricing and service options may change at the Company’s discretion.