Authorized Partner Program

This Authorized Partner Program Policy (the "Policy") sets out the terms under which DioLaz Canada Inc. ("DioLaz", "we", "us", or "our") may approve a clinic owner ("Partner") as an authorized demonstration and marketing partner for DioLaz-branded, Health Canada-licensed medical aesthetic devices in a defined geographic area in Canada.

This Policy is designed to establish clear expectations, protect each party legally and commercially, and ensure compliance with applicable laws and regulatory requirements. Participation is by invitation or application and is subject to execution of a separate written Authorized Partner Agreement (the "Partner Agreement"). If there is any conflict between this Policy and the Partner Agreement, the Partner Agreement will govern.

Program at a Glance

Topic	Summary
Who may qualify	Owners of Canadian medical aesthetic clinics (clinic owner decision-maker).
Exclusivity	Typically one authorized Partner per city (as defined by DioLaz).
Partner benefits	Preferential partner pricing on eligible purchases; marketing materials; access to DioLaz product training and support; referral incentive for qualifying MSRP sales.
Partner obligations	Host demonstrations for prospective buyers; create monthly social media content; comply with branding, regulatory, and integrity requirements.
Referral incentive	15% of the pre-tax sale price for qualifying Partner-referred sales completed at DioLaz MSRP, subject to rules and verification.
How sales are handled	All device sales are completed by DioLaz. Partners are not dealers and may not resell or appoint sub-distributors.

 

1. Definitions

Key Definitions

Topic	Summary
"City"	A municipality or market area defined by DioLaz in its discretion for program administration.
"Partner"	An approved clinic owner who has entered into a Partner Agreement with DioLaz.
"Partner-Referred Lead"	A prospective purchaser introduced by the Partner to DioLaz through the required registration process and accepted by DioLaz as attributable to the Partner.
"Qualifying Sale"	A completed sale of a DioLaz device to a purchaser at DioLaz's MSRP (pre-tax), where the purchaser is a Partner-Referred Lead and the sale is processed entirely by DioLaz.
"Referral Incentive"	An incentive payable to the Partner equal to 15% of the pre-tax sale price for a Qualifying Sale, subject to this Policy and the Partner Agreement.
"Content Deliverables"	The minimum monthly social media content required under Section 5.

 

2. Eligibility and Approval

2.1 Eligibility Requirements

·         Applicant must be the owner (or controlling principal) of a clinic operating in Canada and able to make decisions on behalf of the clinic.

·         Clinic must have an appropriate environment to host demonstrations (professional setting, reasonable privacy and safety controls).

·         Applicant must agree to comply with DioLaz branding rules, applicable advertising/marketing laws, and any healthcare-related advertising restrictions in their province.

·         Clinic must be capable of producing and publishing the Content Deliverables described in this Policy.

·         Applicant must not be a distributor for DioLaz competitors in a way that creates a material conflict of interest (as determined by DioLaz).

2.2 Approval Process

1.       Application or invitation discussion with DioLaz (Sales@diolaz.com).

2.       DioLaz conducts a suitability review, which may include an interview, clinic review, and compliance check.

3.       If approved, DioLaz issues a Partner Agreement and confirms the City territory and start date.

4.       Partner completes onboarding, including brand and compliance guidance and product training for demonstration.

DioLaz may accept or decline any application in its discretion, subject to applicable law. Approval is not guaranteed.

3. Territory and Exclusivity

DioLaz may designate the Partner as the exclusive authorized demonstration site in a City for the term of the Partner Agreement. Exclusivity, if granted, is subject to ongoing compliance and performance as described in this Policy.

·         Only one Partner per City: DioLaz generally appoints no more than one Partner per City to serve as a demonstration location.

·         City boundaries and definitions are determined by DioLaz and may be adjusted for business reasons (e.g., population changes, market coverage).

·         Exclusivity does not guarantee sales volume and does not create a franchise or agency relationship.

4. Partner Benefits

4.1 Preferential Partner Pricing

Partners may be offered preferential pricing on eligible purchases for the Partner's own clinic use. Specific pricing is confidential, may vary by product, and will be communicated in writing. DioLaz may change partner pricing at any time for future purchases, subject to the Partner Agreement.

4.2 Marketing Support

·         DioLaz may provide marketing collateral at no cost, such as banner stands, brochures, and educational materials.

·         DioLaz may provide digital brand assets (logos, templates) for use in compliant marketing content.

·         DioLaz may reshare Partner content and may feature the Partner as a demonstration site (subject to mutual approval).

4.3 Training and Support

DioLaz will provide product training to help Partners demonstrate devices accurately and safely. Technical support is available for Partner-owned devices under the applicable service and warranty terms.

5. Partner Obligations

5.1 Demonstrations and Hosting Requirements

·         When requested by DioLaz, the Partner will make commercially reasonable efforts to host prospective customers at the clinic for device demonstrations.

·         The Partner will designate a primary contact and maintain reasonable availability for scheduling (including offering at least two potential time slots per request, where feasible).

·         Demonstrations must be conducted professionally, safely, and in compliance with all applicable laws, clinic protocols, and manufacturer guidelines.

·         If any treatment is performed as part of a demonstration, the Partner is solely responsible for obtaining appropriate patient consent and ensuring clinical suitability. DioLaz does not practice medicine and does not direct clinical decisions.

5.2 Content Deliverables (Monthly)

As a core exchange for partner benefits, the Partner must produce and publish the following minimum content each calendar month:

·         Three (3) photo-based posts (e.g., photos, carousels) featuring the DioLaz device(s) in the clinic.

·         One (1) high-quality video post (e.g., Reel, short-form video, or long-form video) that is intentionally planned and edited ("hero video").

·         All posts must tag DioLaz's official account(s) as provided by DioLaz and include appropriate captions and disclosures.

·         Where required by law or platform policy, Partner must clearly disclose the material relationship with DioLaz (e.g., "Authorized Partner", "Partner", or "Sponsored"), including where the Partner receives discounted pricing or referral incentives.

Content must not contain false, misleading, or unsubstantiated claims. Partners are responsible for ensuring that before-and-after images, testimonials, or claims about outcomes comply with applicable provincial advertising rules and that required consents are obtained and retained.

5.3 Brand, Conduct, and Compliance

·         Partner must represent DioLaz products accurately, using DioLaz-provided or DioLaz-approved statements when describing device capabilities, regulatory status, or indications.

·         Partner must not make claims that the device is 'approved' for uses outside its licensed indications or beyond DioLaz-provided documentation.

·         Partner will not publish technical or medical efficacy claims (including comparative claims) unless such statements have been provided or approved in writing by DioLaz.

·         Partner must comply with consumer protection, competition, and advertising laws (including prohibitions on misleading representations).

·         Partner must maintain professionalism in all public-facing communications and avoid statements that could reasonably harm DioLaz's reputation or create legal risk.

Partners are responsible for understanding and complying with any professional-college or regulator rules that apply to their clinic (including any restrictions on referral fees, testimonials, or advertising). If uncertain, Partners should seek independent legal or compliance advice.

6. Sales Process and Prohibitions

6.1 DioLaz Controls All Sales

All sales of DioLaz devices to third parties are completed directly by DioLaz. The Partner is not authorized to quote binding prices, accept deposits, sign contracts, or otherwise bind DioLaz. The Partner may introduce prospects and support the evaluation process, but DioLaz will issue all official quotations, invoices, and agreements.

6.2 No Sub-Distributors; No Dealer Network

·         Partner must not appoint sub-dealers, sub-distributors, brokers, or sales agents for DioLaz products.

·         Partner must not represent themselves as a DioLaz dealer, distributor, or agent, or use titles likely to mislead customers.

·         Partner must not sell devices from their own inventory to third parties unless expressly authorized by DioLaz in writing (which authorization is not implied by this Policy).

Any attempt to conduct independent distribution or unauthorized resale may result in immediate termination for cause.

7. Referral Incentive (15%) - Rules and Payment

Subject to the Partner Agreement, DioLaz will pay the Partner a referral incentive equal to fifteen percent (15%) of the pre-tax sale price for each Qualifying Sale.

Referral Incentive Summary

Topic	Summary
Incentive rate	15% of the pre-tax sale price for the device sold at DioLaz MSRP.
When it applies	Only for Qualifying Sales that are attributable to a Partner-Referred Lead and completed by DioLaz.
How to register a lead	Partner must email Sales@diolaz.com and clearly identify the prospect, including name, clinic/business, phone, email, city, and a short note confirming the Partner relationship.
Payment method	Cheque payable to the clinic legal entity (or other method at DioLaz's discretion).
Timing	Paid within a commercially reasonable time after DioLaz confirms full payment from the customer and completion of delivery, subject to compliance checks and any applicable holdbacks in the Partner Agreement.

 

7.1 Lead Registration and Attribution

·         Lead registration must be in writing by email to Sales@diolaz.com before the customer signs a purchase agreement (unless DioLaz agrees otherwise in writing).

·         A lead is not a Partner-Referred Lead if the prospect is already in DioLaz's active sales pipeline, was previously introduced by another partner, or was generated independently by DioLaz before the Partner's registration.

·         DioLaz's internal records and evidence (including timestamps of emails) will be used to determine attribution in the event of a dispute.

7.2 Conditions and Adjustments

·         Incentives are only payable on completed sales (not on quotations, verbal commitments, or deposits).

·         If a sale is cancelled, refunded, or reversed, any unpaid incentive will not be payable. If an incentive has already been paid and the sale is later reversed, DioLaz may set off or recover the incentive as permitted by law and the Partner Agreement.

·         Incentive calculations exclude sales taxes, shipping, and non-equipment charges unless explicitly stated otherwise.

·         Partners are responsible for their own tax reporting on incentive amounts received.

8. Monitoring, Review, and Quality Control

8.1 Ongoing Monitoring

DioLaz may monitor program compliance, including reviewing social media content, verifying hosting performance, and assessing brand alignment. DioLaz may request copies or links to monthly content and may request reasonable evidence that content obligations were satisfied.

8.2 Annual Review; Inactivity

The program operates in one-year terms (as set out in the Partner Agreement). DioLaz will conduct an annual review of performance and compliance. If the Partner sells zero (0) devices within a twelve (12) month period, DioLaz may, in its discretion, remove exclusivity for the City and open the City to additional clinic owners to be considered as Partners.

DioLaz may also conduct interim reviews (e.g., quarterly) to ensure obligations are being met.

9. Suspension and Termination

9.1 Grounds for Suspension or Termination for Cause

·         Failure to meet Content Deliverables for two (2) consecutive months without an agreed remediation plan.

·         Repeated refusal to host reasonable demonstration requests without valid business reasons.

·         Making false or misleading claims regarding DioLaz products, pricing, regulatory status, or outcomes.

·         Unauthorized resale, acting as a distributor, appointing sub-distributors, or attempting to bind DioLaz in contracts.

·         Conduct that reasonably exposes DioLaz to legal or reputational risk.

9.2 Termination Process

Except where immediate termination is justified (e.g., fraud or unauthorized resale), DioLaz will generally provide written notice of non-compliance and a reasonable opportunity to cure. Cure timelines may vary depending on the breach.

9.3 Post-Termination Obligations

·         Partner must stop using DioLaz 'Authorized Partner' branding and remove related claims from websites and social media within the timeframe stated by DioLaz.

·         Partner must return or cease using any DioLaz marketing materials upon request.

·         Confidential information must be kept confidential and not used for any purpose outside the prior relationship.

10. Independent Relationship; No Agency; No Franchise

The Partner is an independent business. Nothing in this Policy or the program creates a partnership (in the legal sense), joint venture, employment, agency, or franchise relationship between the parties. The Partner has no authority to represent or bind DioLaz, and DioLaz does not control the Partner's clinic operations.

11. Liability Allocation

Each party is responsible for its own acts and omissions. The Partner is responsible for the safe operation of any device in their clinic, for clinical decisions, and for compliance with professional obligations. To the maximum extent permitted by law, DioLaz is not liable for any indirect, incidental, consequential, special, or punitive damages arising from the partnership relationship or any demonstrations hosted by the Partner.