OXYEDGE AUTHORIZED REFERRAL AGREEMENT
This Authorized Referral Agreement (this “Agreement”) is entered into and effective as of the date of electronic acceptance below (the “Effective Date”) by and between: Hyperbaric Health Int’l, LLC, a Wyoming limited liability company, with a principal business address at 4445 Corporation Ln., Suite 200, Virginia Beach, Virginia 23462 (“Manufacturer” or “OxyEdge”), and , with a principal business address at ] (“Referral Partner”). Manufacturer and Referral Partner are each a “Party” and collectively the “Parties.”
By accepting this Agreement electronically, the signatory represents and warrants that (a) the signatory is duly authorized to bind the entity identified above; and (b) the signatory’s electronic signature has the same force and effect as a wet-ink signature. This Agreement shall be enforceable without third-party verification and may be executed in counterparts.
2.1 Appointment. Subject to the terms herein, Manufacturer appoints Referral Partner as a non-exclusive referrer of prospective customers for OxyEdge™ hyperbaric chambers and related equipment and accessories (the “Products”) in the Territory defined as .
2.2 Limited Authority. Referral Partner is an independent contractor. Referral Partner has no authority to bind Manufacturer; quote or vary pricing; make offers; provide specifications, warranties, support, installation, or financing; extend payment terms; or accept orders or payments.
2.3 No Conflicts; Non-Circumvention. Referral Partner shall not (a) present itself as Manufacturer’s agent, distributor, reseller, installer, service provider, or medical advisor; (b) engage any sub-referrer without Manufacturer’s written consent; or (c) circumvent Manufacturer by directing a Referred Prospect to purchase through third parties to obtain a fee. Manufacturer may sell to any party at any time.
4.1 Brand Integrity & Materials. Referral Partner shall use only Manufacturer-approved names, logos, claims, images, and marketing materials (“Marketing Materials”), unaltered, and shall follow Manufacturer’s brand guidelines, FTC endorsement rules, and all healthcare/medical advertising restrictions. No therapeutic, diagnostic, or outcome-based claims may be made.
4.2 Prohibited Conduct. Without limitation, Referral Partner shall not (a) quote or negotiate price or terms; (b) offer rebates, discounts, gifts, or other consideration; (c) purchase ads bidding on “OxyEdge,” “Hyperbaric Health,” or confusingly similar marks; (d) register domains or social handles incorporating Manufacturer’s marks; (e) make medical device or treatment claims; (f) handle customer funds; or (g) provide installation or maintenance services.
4.3 Legal and Ethical Compliance. Referral Partner will comply with all applicable anti-corruption, anti-kickback, export control, sanctions, privacy, consumer protection, and medical advertising laws and regulations, and will promptly notify Manufacturer of any suspected violation relating to the Products or this relationship.
5.1 Control of Transactions. All pricing, proposals, order intake, credit decisions, contracts, fulfillment, support, and collections are controlled exclusively by Manufacturer. Manufacturer may accept or reject any order at its sole discretion.
5.2 Terms to Customers. Title, risk of loss, shipping terms, returns, and limited warranties are governed solely by Manufacturer’s customer terms accompanying the order.
5.3 No Installation. Manufacturer does not provide installation services under this Agreement. Any such services, if ever offered, require a separate written agreement with Manufacturer.
6.1 Fee. For each Eligible Sale, Manufacturer shall pay a referral fee equal to ten percent (10%) of Net Sales.
6.2 Net Sales. “Net Sales” means amounts actually received by Manufacturer for the Eligible Sale for Products only, less: discounts, credits, rebates, returns, allowances, chargebacks, bad debt write-offs, taxes, duties, shipping, insurance, financing or payment processing fees, and installation or training fees (if any). OxyEdge does not markup installations currently unless agree in writing per invoice.
6.3 Payment Conditions. Fees accrue only after: (a) Manufacturer’s receipt in full of the customer’s payment; (b) expiration of any return/cancellation window (default thirty (30) days from delivery); and (c) receipt from Referral Partner of a valid W-9/W-8 and undisputed invoice. Payments are made within forty-five (45) days after the foregoing are satisfied.
6.4 Set-Off; Clawback. Manufacturer may set off or claw back any paid or accrued fees for returns, chargebacks, price protection credits, refunds, fraud, or breach. If a clawback exceeds unpaid fees, Referral Partner shall repay the excess within fifteen (15) days of written demand.
6.5 Caps; Changes. Manufacturer may prospectively modify the fee, eligibility period, or exclusions on thirty (30) days’ written notice. Changes apply to leads not yet accepted or to future periods.
6.6 Exclusive Remedy. Referral fees are Referral Partner’s sole and exclusive compensation. No commissions, equity, residuals, MSP/VAD/VAR margins, or other consideration are owed unless set forth in a written amendment signed by both Parties.
Referral Partner shall maintain accurate referral and marketing records for three (3) years and, upon ten (10) business days’ prior notice, allow Manufacturer (or its designee) to review Product-related records reasonably necessary to verify compliance and fee calculations. Manufacturer’s records control absent clear error.
8.1 Confidentiality. Each Party shall protect the other’s non-public information with at least the same care it uses for its own confidential information (and no less than reasonable care) and use it solely to perform this Agreement.
8.2 IP Ownership; License. All right, title, and interest in and to the Products, OxyEdge™, the Marketing Materials, and Manufacturer’s trademarks and other IP are and shall remain exclusively with Manufacturer. Manufacturer grants Referral Partner a limited, non-exclusive, revocable, non-transferable, royalty-free license during the Term to use the Marketing Materials solely to make referrals under this Agreement, in strict accordance with Manufacturer’s written guidelines. Referral Partner shall cease all use upon termination.
8.3 Publicity. Referral Partner shall not issue press releases, public announcements, case studies, or use Manufacturer’s marks or logos except as expressly authorized in writing.
9.1 Mutual Authority. Each Party represents it has the power to enter into this Agreement.
9.2 Referral Partner Additional Warranties. Referral Partner warrants that all statements about the Products will be truthful, non-misleading, and substantiated, will not constitute medical advice, and will strictly follow Manufacturer’s written materials.
9.3 Disclaimers. MANUFACTURER MAKES NO WARRANTIES TO REFERRAL PARTNER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Referral Partner acknowledges that Manufacturer may alter, discontinue, or rebrand Products at any time.
10.1 Referral Partner Indemnity. Referral Partner shall defend, indemnify, and hold harmless Manufacturer and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Referral Partner’s breach of this Agreement; (b) misrepresentations, unauthorized statements, or medical/therapeutic claims; (c) violation of law or third-party rights; or (d) gross negligence or willful misconduct.
10.2 Tender of Defense. Manufacturer may assume control of the defense with counsel of its choosing; Referral Partner shall not settle any matter without Manufacturer’s prior written consent.
10.3 Insurance. During the Term, Referral Partner shall maintain Commercial General Liability insurance (including contractual liability) with limits of not less than US$1,000,000 per occurrence and, if providing any content or online marketing, Media/Advertising liability of US$1,000,000 aggregate, each with financially sound carriers. Certificates provided on request.
IN NO EVENT SHALL MANUFACTURER BE LIABLE TO REFERRAL PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, OR GOODWILL; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. Manufacturer’s aggregate liability under or relating to this Agreement shall not exceed the total referral fees paid to Referral Partner in the six (6) months preceding the claim. The foregoing exclusions do not apply to the extent prohibited by law.
12.1 Term. This Agreement commences on the Effective Date and continues until terminated.
12.2 Manufacturer Termination/Suspension. Manufacturer may suspend or terminate this Agreement, or Referral Partner’s rights immediately upon written notice with or without cause.
12.3 Referral Partner Termination. Referral Partner may terminate upon thirty (30) days’ prior written notice.
12.4 Effect of Termination. Upon termination or suspension: (a) all referral rights cease immediately; (b) Referral Partner shall cease all use of Manufacturer IP and return/destroy Confidential Information; (c) no fees shall be owed for transactions not fully paid by the customer and beyond the return window as of the effective termination date; and (d) Sections 6.4, 7–11, 12.4, 13–15 survive.
13.1 Linking. All public references to OxyEdge™ must link to https://OxyEdge.ai. or https://hyperbarichealth.io.
13.2 Keyword/Domain Restrictions. Referral Partner shall not purchase keywords or register domains incorporating “OxyEdge,” “Hyperbaric Health,” or confusingly similar marks.
Manufacturer:Hyperbaric Health Int’l, LLCc/o Waldrop & Colvin Attn: John Allen Waldropja.waldrop@thelawdept.comEmail: legal@hyperbarichealth.io
Referral Partner:As listed above (or as updated by written notice).
Notices are deemed given when received if sent by recognized overnight courier or by email with confirmation, and on the third business day after mailing by certified mail, return receipt requested.
15.1 Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflicts of law. The exclusive venue for any dispute is the state or federal courts located in Virginia Beach, Virginia, and the Parties consent to personal jurisdiction therein and waive any objections to venue or forum non conveniens. Injunctive relief may be sought without bond for breaches of Sections 3–4, 8, 10, or IP misuse.
15.2 Assignment. Referral Partner may not assign, delegate, or transfer this Agreement (by operation of law, change of control, or otherwise) without Manufacturer’s prior written consent. Any unauthorized assignment is void. Manufacturer may assign freely.
15.3 Export; Sanctions. Referral Partner shall not engage in referrals involving embargoed or sanctioned destinations, parties, or uses and shall comply with all applicable export and sanctions laws.
15.4 Force Majeure. Neither Party is liable for delays or failures beyond its reasonable control (excluding payment obligations).
15.5 Entire Agreement; Order of Precedence; Amendments. This Agreement (including incorporated guidelines and policies provided by Manufacturer) is the Parties’ entire agreement regarding its subject matter and supersedes prior or contemporaneous understandings. In the event of conflict, Manufacturer’s customer terms govern customer purchases; this Agreement governs partner compensation and obligations. Amendments must be in a writing executed by both Parties (email acceptable if expressly stated).
15.6 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in effect. No waiver is effective unless in writing and signed; no course of dealing creates a waiver.
15.7 No Third-Party Beneficiaries. None intended, except Manufacturer’s indemnitees.
15.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and delivered electronically; electronic signatures are binding under ESIGN and UETA.
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Signed by Scott Aadal Signed On: January 29, 2026
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Document Name: OXYEDGE AUTHORIZED REFERRAL AGREEMENT
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