Terms of Agreement - Professionals

This Agreement is made between Numa Dental ("the Company") and the Partner / Professional ("the Partner"), and regulates the terms of their cooperation. This agreement is adapted for professionals in the field (dentists, orthodontists, dental hygienists, and the like) who recommend the product to their patients, distribute a personal discount code to their audience, and in some cases, also produce content.

1. Definitions

  • "Content" - Any video, story, image, or other material produced by the Partner for the Company or in connection with its products (if produced, according to the agreement of the parties).
  • "Raw materials" - All original footage and files before editing, without watermarks.
  • "Coupon Code" - The personal discount code assigned by the Company to the Partner for sales tracking and a benefit for their audience.
  • "The Product" - VeraWave Pro, a device for cleaning orthodontic appliances.

2. Nature and Duration of the Engagement

  • The cooperation is between two independent parties. No employer-employee relationship shall be created between the parties, and the Partner shall not be entitled to any social rights or payment beyond the compensation stipulated in this agreement.
  • The Partner acts as an independent contractor and is solely responsible for all their legal obligations.
  • The engagement period begins on the date of approval of the Partner's joining the program and is for an indefinite period - continuing as long as it has not been terminated by either party in accordance with Section 13. As long as the engagement is in effect, the Partner's coupon code is active, and they are entitled to a commission for sales attributed to it.

3. Partner's Undertakings

  • To recommend the product to patients or their audience in good faith and in accordance with professional discretion, and to distribute the personal discount code.
  • To act in accordance with all applicable professional ethical rules, and not to present the recommendation as a substitute for diagnosis, consultation, or individual medical treatment.
  • If content is produced as part of the cooperation - to tag Numa Dental's official account and to comply with the content undertakings in Sections 4-6.
  • Not to publish, directly or indirectly, any offensive, misleading, or inappropriate content, or content that may harm the Company's reputation, image, or business operations.

4. Fair Disclosure

  • If the Partner publishes sponsored content or content made as part of the cooperation, it must be marked in accordance with legal requirements (including marking "in collaboration with," "sponsored," or "advertisement"), and in accordance with the guidelines of the Consumer Protection and Fair Trade Authority and professional ethical rules.

5. Message Control and Advertising Restrictions (Material)

  • The Partner undertakes to present the product only as a device that cleans orthodontic appliances.
  • It can be specified that the device cleans clear aligners, retainers, night guards, and similar items.
  • It is forbidden to present or imply that the product disinfects, sterilizes, or is a medical device, and it is forbidden to attribute health claims or Ministry of Health approval to it.
  • It can be stated that the product is "recommended by orthodontists." Any claim beyond this requires prior written approval from the Company.
  • The Partner is responsible for any statement they publish, and shall indemnify the Company for any damage caused by a statement deviating from this section.

6. Usage Rights and Intellectual Property (Applies only if content is produced)

  • If the Partner produces content as part of the cooperation, the content and raw materials shall be transferred to the Company, and all rights therein (including copyrights) shall belong to the Company, which shall be entitled to use them freely without limitation of time, place, or platform.
  • The Partner declares that any content they produce is original and does not infringe on the rights of any third party (including music, images, or trademarks).
  • The Partner shall have no further financial claim or demand for the Company's use of the produced content.

7. Compensation and Payment Terms

  • Compensation shall be determined individually with each Partner according to the program they were assigned to, and shall include one or more of the following components:
  • Product / Kit (Seeding) - For suitable partners, the Company will provide a product for familiarity and use.
  • Sales Commission - A percentage of each sale attributed to the personal coupon code (default: 5%), which shall be paid up to one month after the end of the calendar activity month.
  • Audience Discount Code - A code providing the Partner's audience with a discount on the website (default: 5%).
  • Fixed Payment / Per Content - Where agreed, and only if content is produced.
  • Offset: Commission for a canceled or returned sale will be offset from the compensation.
  • Where the Partner is a business owner, payment is conditional on providing a valid invoice.

8. Taxes and Invoice

  • The Partner is solely responsible for reporting and paying all applicable taxes on the compensation.
  • A business owner shall provide the Company with a valid invoice. In the absence of an exemption certificate from withholding tax, the Company may withhold tax at the rate stipulated by law.

9. Seeding Product

  • The product is provided to the Partner for familiarity and demonstration purposes only and is not intended for resale.

10. Confidentiality

  • The terms of this agreement, including commission and discount percentages and all Company business information, are confidential, and the Partner shall not disclose them to any third party.

11. Prevention of Conflict of Interest and Exclusivity (Material)

  • During the engagement period, the Partner shall not promote, advertise, or cooperate, directly or indirectly, with products or brands directly competing with the Company's products, nor shall they recommend them to patients or their audience, except with prior written approval from the Company.
  • Violation of this section constitutes a material breach of the agreement and grants the Company the right to terminate the engagement immediately and deactivate the coupon code.
  • In addition, in the event of such a material breach, the Company shall be entitled to forfeit and offset all accrued and unpaid commissions to the Partner, as agreed compensation reflecting a reasonable and pre-estimated assessment of the damage caused to the Company by the breach of exclusivity. It is agreed that this amount is agreed compensation and not a penalty, and that a competent court may reduce it if it finds it unreasonable in relation to the damage.

12. Privacy and Information

  • The Company will collect and store the Partner's details in accordance with the Privacy Protection Law. The shipping address is collected and used for product delivery only.

13. Termination of Engagement

  • Either party may terminate the engagement at any time with 14 days' prior written notice.
  • Notwithstanding the above, the Company may terminate the engagement immediately in the event of a material breach (including according to Sections 5 or 11).
  • Upon termination, the coupon code will be deactivated. Commissions accrued until the termination date for sales that were not canceled will be paid as usual (except in case of forfeiture according to Section 11). A product supplied as part of the Seeding will remain with the Partner.

14. Indemnification, Breach, and General Provisions

  • The Partner shall indemnify the Company for any damage, expense, or claim incurred by the Company as a result of their breach of undertakings (including prohibited statements according to Section 5 or infringement of third-party rights).
  • This agreement shall be governed by Israeli law, and the exclusive jurisdiction shall be the competent courts in Tel Aviv-Jaffa.
  • This agreement reflects the entire understanding between the parties. Any change requires a written document.

Appendix A - Specific Compensation Details for the Partner: [Name / Program / Commission % / Discount % / seeding / fixed payment]