NextGen PGx

Affiliate & Marketing Partner Agreement

Florida Governing Law | Palm Beach County Venue

This page summarizes the NextGen PGx Affiliate & Marketing Partner Agreement. By submitting a Partner Application, you acknowledge that program participation, classification, and compensation are subject to the full terms below, including all healthcare-compliance requirements. Approved Professional or Healthcare Partners are subject to the additional Exhibit D compliance addendum. This summary does not replace the signed agreement provided during onboarding.

1. Purpose

NextGen PGx provides access to pharmacogenomic ("PGx") testing and related educational, administrative, technology, marketing, and support services. Affiliate desires to participate in the NextGen PGx Affiliate and Marketing Partner Program and, subject to the terms of this Agreement, promote awareness of NextGen PGx through approved marketing activities. The Parties intend to establish an independent commercial marketing relationship only. Nothing in this Agreement requires or authorizes Affiliate to make medical decisions, diagnose patients, recommend medications, prescribe treatments, determine medication dosages, or provide medical advice on behalf of NextGen PGx.

2. Affiliate Program

Subject to approval by NextGen PGx, Affiliate may receive access to some or all of: a unique affiliate/tracking link, unique referral URL, QR code, promotional code, affiliate dashboard, referral and conversion tracking, approved marketing materials, approved social-media content, email marketing templates, digital advertising materials, educational materials, printable brochures or flyers, co-branded marketing materials, custom landing pages, partner support, performance reporting, promotional campaigns, and other tools designated by NextGen PGx. Participation is non-exclusive unless otherwise agreed in writing.

3. Affiliate Classification

NextGen PGx may classify Affiliate as a Non-Clinical Marketing Affiliate (a person or business that markets to a general audience and does not exercise clinical authority — e.g. influencers, content creators, marketing companies, fitness businesses, wellness brands) or a Professional or Healthcare Partner (a person or entity that provides healthcare, controls patient access, exercises clinical influence, or has an existing provider-patient relationship — e.g. physicians, prescribers, medical practices, med spas, clinics, pharmacies, laboratories, or anyone capable of directing or influencing a patient's selection of a healthcare item or service). Professional or Healthcare Partners may be subject to additional restrictions, separate written agreements, compliance review, and different compensation arrangements.

4. Compliance Eligibility for Compensation

No commission, affiliate fee, bonus, discount, rebate, payment, benefit, or other remuneration shall be paid where NextGen PGx determines that such payment could violate federal or state healthcare laws. Compensation shall not be offered, paid, solicited, or received in exchange for an unlawful referral of a patient, patronage, healthcare service, laboratory service, or other regulated healthcare business. NextGen PGx may suspend, alter, withhold, or replace any compensation structure when reasonably necessary to comply with applicable law.

5. Florida Patient-Brokering Compliance

Florida law may restrict commissions, bonuses, rebates, kickbacks, split-fee arrangements, and other remuneration relating to healthcare referrals. Affiliate shall not receive or offer compensation in exchange for improper patient referrals, divide healthcare fees unlawfully, direct patients because of compensation in a manner constituting prohibited patient brokering, represent compensation as payment for clinical judgment, condition medical treatment on use of NextGen PGx, or allow compensation to interfere with healthcare decision-making. If Affiliate is a healthcare provider, medical practice, med spa, clinic, prescriber, laboratory, or similar entity, transaction-based compensation does not automatically apply — written approval from NextGen PGx is required before eligibility for any performance compensation, and a separate agreement based on bona fide marketing, administrative, or educational services may be required instead.

6. Federal Healthcare Programs

Affiliate shall not knowingly use this Agreement to generate referrals reimbursed by Medicare, Medicaid, TRICARE, CHAMPVA, CHIP, or any other federal healthcare program where payment of compensation would violate applicable federal law, and shall not knowingly solicit or accept remuneration intended to induce or reward referral of an item or service payable by a federal healthcare program.

7. Self-Pay Status

A transaction being self-pay does not, by itself, establish that an affiliate or referral arrangement complies with every applicable state healthcare law. NextGen PGx reserves the right to review each Affiliate category and compensation arrangement individually.

8–10. Compensation Program

Subject to Sections 4–7 and all other provisions, eligible Affiliates may earn per-eligible-completed-test compensation according to monthly volume tier: Starter (1–9 tests) $50; Growth (10–24) $65; Pro (25–49) $75; Elite (50–99) $85; Premier (100+) up to $100. An "Eligible Completed Test" must originate through Affiliate's authorized tracking method, be properly attributable, fully paid, not refunded/reversed/charged back/canceled/disputed/fraudulent, satisfy NextGen PGx's testing and administrative requirements, qualify under applicable law, and not already be attributed to another partner. NextGen PGx's books and tracking records control absent demonstrable error. Monthly tier is determined by Eligible Completed Tests attributed that month; qualifying one month does not guarantee the same tier the next.

11. Founding Partner Program

NextGen PGx may offer approved Affiliates "Founding Partner" status, eligible to begin at $75.00 per Eligible Completed Test without first satisfying the Starter or Growth thresholds. Eligibility is limited, must be approved in writing, may be subject to performance requirements, may expire, and remains subject to all healthcare compliance requirements. No Affiliate is a Founding Partner unless expressly designated in writing.

12. Performance Milestone Bonuses

Eligible Affiliates may qualify for milestone bonuses: 25 tests = $250; 50 = $500; 100 = $1,000; 250 = $2,500; 500+ = custom performance bonus. Bonuses are promotional incentives, not guaranteed recurring payments, and remain subject to compliance review. No bonus is payable where prohibited by applicable law.

13. Consumer Discount Program

NextGen PGx may authorize Affiliate to offer consumers an approved promotional discount, including a standard $25-off campaign where expressly authorized. Affiliate may advertise only discounts expressly authorized and may not create unauthorized coupon codes, alter approved pricing, promise reimbursement, advertise testing as free unless expressly authorized, or offer unapproved incentives.

14. Payment Terms

Eligible commissions are generally calculated after the applicable reporting period, subject to a reasonable validation period, and may be paid monthly. Affiliate is responsible for maintaining accurate legal, business, tax, and payment information; NextGen PGx may withhold payment until Affiliate provides a properly completed IRS Form W-9 or other required documentation.

15. Chargebacks, Refunds and Reversals

No commission is earned on a transaction that is refunded, charged back, reversed, fraudulent, canceled, duplicative, uncollectible, improperly obtained, or legally ineligible. NextGen PGx may deduct, offset, or request repayment of amounts already paid on such transactions.

16. Affiliate Dashboard

Where available, NextGen PGx may provide access to a dashboard displaying clicks, leads, referrals, orders, completed tests, conversion activity, commissions, promotional-code activity, and payout history. Dashboard information may be delayed, corrected, adjusted, or reconciled.

17. Affiliate Marketing Materials

NextGen PGx may provide approved logos, images, advertisements, videos, email templates, social-media posts, brochures, educational materials, QR codes, landing pages, website copy, and promotional materials, to be used only as authorized.

18. Medical and Scientific Claims

Affiliate shall not make false, deceptive, misleading, exaggerated, unsubstantiated, or unauthorized medical claims — including claims that a NextGen PGx test diagnoses disease, determines the exact medication or dosage a person should take, guarantees weight loss or GLP-1 effectiveness, guarantees medication safety, prevents adverse events, eliminates side effects, replaces a physician, guarantees treatment outcomes, or is required for every individual taking GLP-1 medication. Affiliate shall use only Company-approved health claims.

19. GLP-1 and Weight-Management Marketing

Affiliate may describe NextGen PGx as providing genetic information that may help an individual and their qualified healthcare provider better understand factors relevant to medication response, where supported by the applicable test and evidence. Affiliate may not represent that PGx testing guarantees an individual's response to semaglutide, tirzepatide, GLP-1 therapy, weight-loss medication, peptides, or any specific medication or treatment. Clinical decisions remain the responsibility of an appropriately qualified healthcare professional.

20–22. No Medical Advice, Medical Emergencies & Professional Judgment

Affiliate is not authorized to provide medical advice on behalf of NextGen PGx and shall not advise a consumer to start, stop, or change medication or dosage. Affiliate shall never instruct a person experiencing a medical emergency to wait for PGx results before obtaining appropriate emergency care. No compensation is intended to interfere with professional healthcare judgment; healthcare-professional Affiliates must make recommendations independently and solely on appropriate clinical considerations.

23. No Guaranteed Income

NextGen PGx makes no representation or guarantee concerning Affiliate income, referral volume, conversion rates, consumer demand, or profitability. Any earnings examples are illustrative only.

24. FTC Endorsement and Disclosure Requirements

Affiliate shall clearly and conspicuously disclose any material connection with NextGen PGx when required by applicable advertising law (e.g., "I may receive compensation if you purchase through my link").

25–26. Email, SMS and Telephone Marketing

Affiliate shall comply with applicable commercial email and telephone/text-message marketing laws, including obtaining legally required consent, avoiding deceptive practices, and honoring opt-outs. NextGen PGx does not authorize unlawful prerecorded, automated, or marketing text messages.

27–28. Privacy, Data Protection and Protected Health Information

Affiliate shall collect, access, store, and process personal information only as reasonably necessary and legally permitted, with appropriate safeguards, and shall immediately notify NextGen PGx of any known or suspected unauthorized disclosure. Affiliate shall not request, access, retain, disclose, sell, or transmit protected health information unless expressly authorized and legally permitted, and shall not place sensitive health information in unsecured tracking fields, URL parameters, spreadsheets, or marketing platforms.

29–32. IP, Domains, Paid Advertising and Brand Standards

NextGen PGx retains all rights in its name, trademarks, and materials; Affiliate receives only a limited, revocable, non-exclusive license during the term. Affiliate shall not register confusingly similar domains or impersonating social handles, bid on NextGen PGx trademarks in paid search, or create advertisements falsely appearing to originate from NextGen PGx. Affiliate shall comply with brand guidelines and promptly modify or remove any material NextGen PGx reasonably determines is inaccurate, misleading, or noncompliant.

33. Prohibited Conduct

Affiliate shall not commit fraud; engage in deceptive marketing; purchase its own tests solely to generate commissions; create fake accounts or artificial referrals; use stolen payment methods; engage in cookie stuffing or tracking manipulation; misrepresent consumer identity; make false medical claims; falsify patient information; misrepresent NextGen PGx; violate healthcare law; or engage in unlawful patient brokering or remuneration.

34–35. Independent Contractor & Taxes

Affiliate is an independent contractor; this Agreement does not create an employment, partnership, joint venture, franchise, fiduciary, agency, or medical practice relationship. Affiliate is solely responsible for all applicable taxes on its compensation.

36–38. Confidentiality, Non-Circumvention & Records

Affiliate shall protect confidential information received from NextGen PGx and shall not knowingly circumvent NextGen PGx regarding relationships it introduced. Affiliate shall maintain reasonable records and cooperate with reasonable compliance reviews.

39–42. Term and Termination

This Agreement continues until terminated. Either Party may terminate upon written notice, subject to any notice period in NextGen PGx's policies. NextGen PGx may immediately suspend or terminate for fraud, unauthorized medical claims, misuse of patient information, unlawful marketing, patient brokering, kickbacks, regulatory violations, brand impersonation, IP misuse, material breach, or conduct exposing NextGen PGx to significant legal or reputational risk. Upon termination, Affiliate must stop using NextGen PGx IP and representing itself as a partner; properly earned commissions accrued before termination remain payable subject to adjustment for refunds, chargebacks, fraud, and compliance review, and no further commissions accrue after termination except as expressly stated in writing.

43–46. Indemnification, Liability, Warranties & Force Majeure

Affiliate shall defend, indemnify, and hold harmless NextGen PGx from claims arising out of Affiliate's breach, unlawful marketing, medical claims, negligence, privacy violations, or misrepresentations. NextGen PGx's aggregate liability is limited to commissions paid to Affiliate during the preceding six months, and NextGen PGx makes no warranty regarding platform availability, conversion rates, or revenue. Neither Party is liable for delays due to force majeure events.

47. Changes to Program

NextGen PGx may prospectively modify commission rates, tier thresholds, bonuses, discounts, tracking procedures, and program rules. Material changes will not retroactively eliminate compensation already earned, except where required by law or related to fraud, refunds, chargebacks, or ineligible transactions.

48–52. Governing Law, Venue, Jury Waiver & Equitable Relief

This Agreement is governed by Florida law. Disputes shall be brought exclusively in a court of competent jurisdiction in Palm Beach County, Florida. Each Party waives trial by jury to the extent permitted by law, and the prevailing party in an enforcement action may recover reasonable attorneys' fees. NextGen PGx may seek injunctive or equitable relief for violations involving IP, confidentiality, or healthcare compliance.

53–62. General Provisions

This Agreement includes standard provisions regarding notices, assignment, severability, waiver, entire agreement, amendments, electronic signatures, authority to sign, and survival of confidentiality, IP, privacy, payment reconciliation, indemnification, liability, and dispute-resolution provisions beyond termination. Affiliate specifically acknowledges that compensation is not payment for unlawful patient referrals, that NextGen PGx may require legal or compliance review, and that Affiliate shall not allow compensation to influence clinical judgment.

Exhibit D — Professional / Healthcare Partner Compliance Addendum

Applies when Affiliate is a healthcare provider, medical practice, med spa, clinic, laboratory, prescriber, or other party capable of influencing healthcare referrals. The standard compensation schedule does not automatically apply to such Partners. Before compensation begins, NextGen PGx may require healthcare compliance review, confirmation of Partner classification, review of applicable law, a separate written compensation schedule, fair-market-value analysis, a written description of legitimate marketing or other services, and confirmation that compensation is not determined by the volume or value of healthcare referrals in an unlawful manner.

This document is a commercial contract summary and should not be relied upon as a substitute for the fully executed Affiliate & Marketing Partner Agreement provided to approved partners, which has been reviewed by qualified Florida healthcare counsel.