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INDEPENDENT SALES AFFILIATE AGREEMENT (U.S.A.)

Updated: 01/29/2025

This Agreement is entered into as of the submission date of this website registration form between Circularity Healthcare, LLC (D’OXYVA®) a Delaware limited liability company doing business in California and having a place of business at 301 N. Lake Ave., STE 600, Pasadena, CA 91101 (“CIRCULARITY”), and the name of the individual person or company listed on this website registration form ("PRINCIPAL SALES AFFILIATE").

WHEREAS, CIRCULARITY is engaged in the manufacture, sale and distribution of health products and related accessories; and

WHEREAS, CIRCULARITY and the Principal Sales Affiliate desire to enter into a relationship, whereby Principal Sales Affiliate will promote the sale of CIRCULARITY products in the geographical areas hereinafter described, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed upon as follows:

1. DEFINED TERMS

1.1 PRINCIPAL SALES AFFILIATE: As used herein Principal Sales Affiliate shall mean the individual person or company whose name and email appears on this website registration form of this Independent Sales Affiliate Agreement.

1.2 UNIQUE WEBSITE IDENTIFIER: As used here Unique Website Identified refers to a Uniform Resource Locator (URL) or password and/or code CIRCULARITY provided directly to the Principal Sales Affiliate for use in purchasing CIRCULARITY Products via the CIRCULARITY Web sites. The Unique Website Identifier serves to establish the credentials for the Web Site user and as a basis for determining purchase prices and tracking commissions for the Principal Sales Affiliate or Authorized Reseller.

1.3 WEBSITE: As used herein Website refers to:

https://doxyva.com

https://amazon.com

1.4 THIRD PARTY PRODUCTS: As used herein Third Party Products refers to products and services offered by Principal Sales Affiliate that are not owned, by, affiliated with or otherwise controlled or endorsed by CIRCULARITY.

1.5 AUTHORIZED RESELLER: An individual person or business authorized by CIRCULARITY to represent CIRCULARITY, its brand and products.

2. DUTIES OF PRINCIPAL SALES AFFILIATE

The Principal Sales Affiliate will use its best efforts to solicit donations and purchase orders for the sale of CIRCULARITY products by sharing and presenting CIRCULARITY’s products in a clear, understandable and professional manner. In this regard, Principal Sales Affiliate will present CIRCULARITY products and accessories to health and beauty professionals, individuals, wholesalers, retailers, and consumers.

Principal Sales Representative will at all times emphasize and adhere to all regulations and practices relating to user safety, shall at all times maintain a professional appearance.

3. SOLICITATION AND/OR PURCHASES

All Principal Sales Affiliates' solicitations and/or purchase orders will be conducted in accordance with such procedures, prices, and terms and conditions as CIRCULARITY may specify from time to time. All purchase orders or sales orders are subject to CIRCULARITY approval. CIRCULARITY will prepare and deliver all invoices for billing to the Principal Sales Affiliate and customers; using the Principal Sales Affiliate's Unique Website Identifier and is solely responsible for collecting all amounts due. Unless other arrangements are expressly made in writing and appended to this Agreement, all purchases of CIRCULARITY products by the Principal Sales Affiliate are to be made through the Website and paid for at the time the order is placed by means acceptable to CIRCULARITY (e.g. credit card or PayPal). Principal Sales Affiliate agrees that CIRCULARITY will act solely in the resolution of any and all disputes between CIRCULARITY and any customers of the Principal Sales Affiliate.

4. NO AGENCY

PRINCIPAL SALES AFFILIATE IS AN INDEPENDENT CONTRACTOR AND UNDER NO CIRCUMSTANCES WILL PRINCIPAL SALES AFFILIATE COMMIT CIRCULARITY TO THE DELIVERY OF CIRCULARITY PRODUCTS AND ACCESSORIES PURPORT TO LEGALLY BIND CIRCULARITY IN ANY MATTER, OR HOLD HIMSELF OUT AS AN EMPLOYEE OR AGENT WITH LEGAL AUTHORITY TO BIND CIRCULARITY. ALL ACCEPTED ORDERS, WHETHER OR NOT DELIVERY DATES ARE SPECIFIED, SHALL BE SUBJECT TO DELAYS IN MANUFACTURE OR DELIVERY DUE TO ANY CAUSE BEYOND CIRCULARITY'S REASONABLE CONTROL. IN KEEPING WITH THE FOREGOING, NO REPRESENTATIVE MAY CARRY A BUSINESS CARD THAT IS CIRCULARITY EXCLUSIVE.

5. RULES OF CONDUCT

In the course of representing CIRCULARITY, Principal Sales Affiliate shall adhere to the following rules of conduct, which include, but are not limited to:

(a) Principal Sales Affiliate shall not disparage, denigrate, “run down” or make any negative comments regarding another manufacturer or competitors’ product.

(b) Principal Sales Affiliate shall not solicit or sell CIRCULARITY products, or enter into a type of arrangement, wherein the sale of CIRCULARITY products is made conditional in any way on a user’s purchase of another company’s products.

(c) Principal Sales Affiliate shall at all times maintain a professional appearance and shall not perform any of his duties set forth in this agreement, while intoxicated in any manner or under the influence of any illegal drug.

(d) Under no circumstances shall the Affiliate market, sell or demonstrate CIRCULARITY products and accessories together with any aftermarket product that has not been approved by CIRCULARITY for use. Furthermore, no CIRCULARITY demonstration sample will be equipped or modified with any aftermarket accessory or component, including, but not limited to, non-approved water or gaseous materials not recommended for use by CIRCULARITY.

(e) Under no circumstances shall the Affiliate make medical claims, health claims or intended use claims that have not been approved by CIRCULARITY

(f) Principal Sales Affiliate understand and agree that any failure to enforce the paragraphs contained in section six (6) of this agreement is not to be considered a waiver of CIRCULARITY'S rights hereunder and Affiliate hereby waives any right they may have to the defense of laches.

Any violation of any of the above provisions shall be grounds for immediate termination by CIRCULARITY of this Agreement.

6. PERSONNEL

Principal Sales Affiliate shall not use any person to perform any duties under this Agreement, unless said person has completed all required CIRCULARITY training and been approved by CIRCULARITY to represent the company.

In the event any person employed by, or affiliated with Principal Sales Affiliate, performs any duties related to CIRCULARITY, which arise out of, or refer in any way to this agreement or this paragraph, Principal Sales Affiliate shall waive their right to receive commissions and CIRCULARITY shall have the right to immediately terminate this Agreement. Principal Sales Affiliate agrees and understands that the sales management of CIRCULARITY may, at any time, request that a member of the representative group take a CIRCULARITY training course and successfully pass in order to represent CIRCULARITY products.

7. USE OF INFORMATION

Only CIRCULARITY approved information, and terms and conditions will be used in any advertising, sales promotions, solicitation and other duties set forth in this Agreement. Principal Sales Affiliate will not undertake to design or re-engineer CIRCULARITY products and accessories, or advise any person on any technical specification, training practices, or accepted practices of applicable CIRCULARITY safety matters.

IN THE EVENT PRINCIPAL SALES AFFILIATE ADVISES ANY PERSON CONTRARY TO CIRCULARITY POLICIES, SPECIFICATIONS, TERMS AND CONDITIONS OR PROCEDURES CONCERNING CIRCULARITY’S PRODUCT LINE, OR THE PROPER USE OF CIRCULARITY PRODUCTS, OR INDUCES ANY PERSON TO USE OR APPLY CIRCULARITY’S PRODUCTS BY MISREPRESENTATION OF THE PRODUCT, ITS CHARACTERISTICS, USE, COST, AVAILABILITY, SAFETY OR APPLICATIONS, PRINCIPAL SALES AFFILIATE SHALL INDEMNIFY, DEFEND, PAY, SAVE AND HOLD CIRCULARITY HARMLESS FROM ANY AND ALL CLAIMS, COSTS, JUDGMENTS, AND DAMAGES, INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES OF COUNCIL, WHICH ARE INCURRED AS A DIRECT OR INDIRECT CONSEQUENCE THEREOF.

8. REPORTING AND SALES FORECASTS

Principal Sales Affiliate may monthly and as soon as available provide CIRCULARITY with:

(a) Market information available from Customers, including, but not limited to, competitive pricing on noninvasive transdermal technologies and applicable accessories, new product information introduced by potential competitors, warranties (and requirement for such warranties) being issued by competitors; delivery schedules of competitors; competitors training policies, procedures and associated costs; feedback from customers with respect to competitors’ policies, procedures, and problem areas. Notwithstanding the forgoing, in no event shall the above information or any other information be obtained from competitors by Principal Sales Affiliate. In no event shall the above information or any documents or information required by CIRCULARITY pursuant to this agreement be released, disclosed, or disseminated in any way to other personnel, firm, or other entity during the term of this Agreement and for a period of two (2) years after its termination without CIRCULARITY’S express written consent.

(b) Copies of all correspondence between Principal Sales Affiliate and customers, including, but not limited to, quotations, proposals, CIRCULARITY presentation appointments and warranty matters.

CIRCULARITY must provide Principal Sales Affiliate with:

CIRCULARITY shall submit to Principal Sales Affiliate a monthly sales activity and commissions report in writing.

9. COMMISSIONS

Subject to the terms and conditions of this Principal Sales Affiliate Agreement, Principal Sales Affiliate shall receive sales commissions as follows:

(a) Direct Sales by the Principal Sales Affiliate. The Principal Sales Affiliate shall receive a commission of twenty percent (20%) of the device and the supplies internet sale price after any discounts applied, less shipping and other fees (“Discounted Price”) when final purchases for devices and/or supplies are placed using the Principal Sales Affiliate’s Unique Website Identifier and sold to the Consumer end user or Authorized Resellers.

(b) Any dispute or claim with respect to the entitlement and/or amount of commissions shall be made in writing to CIRCULARITY within forty-five (45) days from the end of the month for which commissions are claimed as to entitlement and/or amount. Failure to timely raise in writing any claims or disputes with respect to entitlement or amount shall constitute a total waiver by Principal Sales Affiliate for any such commissions.

10. HOUSE ACCOUNTS

CIRCULARITY shall have the unqualified and absolute right at any time to designate any competitive bidding or procurement for any Governmental entity (Military, Federal, State, Municipal, and local levels) as a House Account, for which Principal Sales Affiliate shall receive no commission, unless otherwise mutually agreed upon in writing with CIRCULARITY. Principal Sales Affiliate shall receive no commissions on house accounts. However, any account that the Principal Sales Affiliate or their Associate Sales Affiliate is actively soliciting and has actively solicited within the preceding 180 days shall not become a House Account. Moreover, any account that the Principal Sales Affiliate has enlisted during the term of this agreement and for one year thereafter, shall remain an account of the Principal Sales Affiliate unless, in CIRCULARITY’s sole discretion, the Principal Sales Affiliate is not properly servicing those accounts.

11. USE OF CIRCULARITY INTELLECTUAL PROPERTY

As used in this Section 11, CIRCULARITY INTELLECTUAL PROPERTY shall include trademarks, whether registered or not, all trade dress, art work and design and utility patents (and pending applications). All CIRCULARITY INTELLECTUAL PROPERTY is the sole and exclusive property of CIRCULARITY. The execution of this Agreement by the Principal Sales Affiliate grants the Principal Sales Affiliate a limited non-exclusive license to use CIRCULARITY INTELLECTUAL PROPERTY solely for the purposes of promoting CIRCULARITY products and services. However, the Principal Sales Affiliate and/or his agents shall not reproduce, in any manner, CIRCULARITY INTELLECTUAL PROPERTY without the expressed written consent of CIRCULARITY.

CIRCULARITY shall provide the Principal Sales Affiliate with approved art work for use in printing business cards and advertisements that include the Principal Sales Affiliate’s contact information. The Principal Sales Affiliate shall make arrangements with CIRCULARITY for accessing the approved art work.

12. TRADE SHOWS AND CONVENTIONS

Principal Sales Affiliate may attend any CIRCULARITY trade shows, conventions and seminars as requested by CIRCULARITY.

13. MEETINGS

Principal Sales Affiliate may attend any CIRCULARITY sales meeting and training programs as requested by CIRCULARITY.

14. TECHNICAL SUPPORT AND INSURANCE

CIRCULARITY shall provide Principal Sales Affiliate technical and training support, sales samples and literature, sales terms and conditions, pricing policies, bulletins, and sales promotional materials, as they are available by CIRCULARITY.

15. NO SUBCONTRACTING OR ASSIGNMENT

Subcontracting or assignment of this Principal Sales Affiliate Agreement is prohibited. Under no circumstances will Principal Sales Affiliate subcontract, assign, delegate or otherwise have any person or entity perform any of the duties and obligations of Principal Sales Affiliate under this agreement without CIRCULARITY’s express written consent.

16. GOVERNING LAW

This Principal Sales Affiliate Agreement shall be deemed to have been made in California and shall be governed and construed in accordance with the laws of the State of California, the sites of CIRCULARITY’s Business Offices. Should a disagreement arise over any of the provisions relating to a Principal Sales Affiliate Agreement, CIRCULARITY and the Principal Sales Affiliate shall first meet to settle any dispute. If this is unsuccessful, both parties (CIRCULARITY and named Principal Sales Affiliate) hereby agree that any unresolved disputes shall be settled in arbitration under the rules of the American Arbitration Association. Specifically, this agreement sets forth the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all other representations and understandings both written and oral. This agreement is drafted under the laws of the state of California, and the venue for any legal recourse shall take place under laws as written in California, and the venue for any legal recourse shall take place under these laws and be adjudicated within its jurisdiction. Further, the parties agree that any controversy or claim arising out of, or relating to, this agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association in the state of California, USA under their auspices and the parties agree to have any dispute heard and adjudicated under these rules in the state of California, USA and both parties agree to pay their proportionate fees as required under the rules of the association and judgment upon the award rendered by the arbitrator( s) may be entered into any court having jurisdiction thereof.

17. TERMS

This Principal Sales Affiliate Agreement shall continue in force for one year, automatically renewed for additional one-year terms unless terminated by either party. It is, however, expressly understood that CIRCULARITY has complete and sole discretion to appoint, terminate, renew, decrease or add to its staff of Principal Sales Affiliate, at any time, for any reason. In such event, the Principal Sales Affiliate shall be given sixty (60) days written notice if his/her services are no longer required by CIRCULARITY, after which time the Agreement with said Affiliates will be terminated. However, upon termination of this agreement the Principal Sales Affiliate shall continue to receive the agreed commission or other compensation for a period of one (1) year after termination (the “Severance Period”). At the conclusion of the Severance Period all of the former Principal Sales Affiliate’s accounts shall become CIRCULARITY House Accounts.

18. DISPUTES

Any claim, matter or controversy arising out of or relating to this Principal Sales Affiliate Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Commercial Industry Rules of the American Arbitration Association governing at that time, unless the parties mutually agree otherwise in writing. Any arbitration shall be held in Los Angeles, CA. The prevailing party in any such arbitration shall be entitled to recover reasonable attorney’s fees, expenses of council, expert witness fees and any other arbitration expenses. The award of the arbitrators shall be final and binding, and be enforced in any court of competent jurisdiction.

19. TERMINATION

In the event this agreement is terminated for any reason, Principal Sales Affiliate shall be entitled to no compensation or damages of any variety whatsoever, it being understood that the sales and marketing of CIRCULARITY products is covered by any commissions paid or earned by Principal Sales Affiliate. The Principal Sales Affiliate understands that, by signing this Agreement, the following paragraph specifically eliminates any claim they might have to damages in quantum merit. Furthermore, Principal Sales Affiliate agrees that no commissions will be due for orders received more than thirty (30) days after Principal Sales Affiliate’s termination.

20. ENTIRE AGREEMENT

This Principal Sales Affiliate Agreement embodies the entire agreement between the parties hereto, and there are no verbal or collateral agreements between them. All preliminary negotiations, representation and discussions are deemed merged herein. This Principal Sales Affiliate Agreement may be altered or modified only in writing and signed by all parties hereto.

21. COUNTERPARTS

This Agreement may be executed in more than one counterpart, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date of submission of this website registration form.

Circularity Healthcare, LLC

Transforming Lives by Improving Blood Flow™

https://circularityhealthcare.com | https://doxyva.com | 1-888-8DOXYVA | 301 N. Lake Ave., STE 600, Pasadena, CA 91101 USA