The following terms and conditions govern the products being sold and services rendered by Patient Magnet System, LLC (“PMS”) for the Client. Upon the Client’s signature on the Agreement, the Client and PMS shall be bound by these terms and conditions. The Agreement and these terms and conditions collectively constitute the agreement for the purchase and sale of products and services (the “Agreement”). The products and services being provided to the Client are outlined in the Agreement and are referred to herein as the “Project.”
PMS values your privacy and will never sell your private information.
PMS delivers Internet marketing services and seminars to healthcare offices in the United States.
Term and Termination:
PMS works month to month. Should Client decide not to renew agreement upon its expiration, it shall provide PMS with written notice thereof at least thirty (30) days in advance of the expiration date; failure to provide such notice shall result in an automatic renewal of the Agreement for an additional month. PMS reserves the right to not renew the Agreement if Client is found to not be a good fit.
i. Termination of Website, Monthly Maintenance, Hosting & Support: If at any point Client elects to terminate the Monthly Maintenance, Hosting & Support of Client’s website, Client shall give written notice to its designated Account Manager. Within the ancellation month, PMS will complete the domain and site transfer which can take up to seven (7) days.
ii. Termination of Pay Per Click (“PPC”) and Search Engine Optimization
(“SEO”) Services: Client may cancel the services by providing thirty (30) days written
notice to Client’s designated Account Manager. Client will continue to be billed for
PPC and SEO Services until the expiration of the thirty (30) day notice.
Control and Exclusivity:
PMS shall independently determine the tactics used to produce the Project, including, without limitation, the programs, tools, and labor required as part of the Project, the geographic areas where advertising and marketing efforts shall be directed, and the tools it employs as part of the Project. PMS reserves the right to retain any third party contractors, vendors, or service providers that it deems necessary to assist in such work. The Client understands that PMS provides marketing and web services for numerous entities, including other healthcare providers and accordingly, neither this Agreement nor any of the services are exclusive to Client. The geographic focus of advertising or marketing efforts are based on factors such as, but not limited to, the Client’s budget and its market demographics and other factors. PMS will not work with competing businesses.
Charges, Taxes, and Payment Terms:
Client agrees to pay for creative work and any other additional services provided by PMS unless otherwise agreed to in writing by both parties (“Additional Work”). No refunds of any fees or charges paid by Client will be made, except as may be expressly stated on the Agreement. To the extent PMS contracts with third party service providers, including search engines and other Internet marketing or advertising providers.
All payments are due on first month of service by credit card to PMS partners. PMS does not guarantee or warranty partner services.
Client agrees that it shall: (1) be responsive to calls and e-mails during the building and creating process; (2) attend a website review call; (3) review all finished materials; (4) approve content for marketing purposes; (5) attend bi-monthly marketing review calls. It is critical that the Client provide an adequate number of staff to attend such training in order to take full advantage of the Project. Additional training shall be made available from time to time thereafter during the term of the Agreement, in PMS’s sole discretion, and may be offered remotely (via webcast or teleconference). In-person training or other training that is beyond the scope of that offered to other clients shall be subject to additional charges.
Client Representations for All Products and Services Offered by PMS:
Client makes the following representations and warranties for the benefit of PMS:
Client represents to PMS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to PMS are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend PMS and its subcontractors, agents, employees, insurers, and assigns from any claim or suit arising from the use of such elements furnished by Client. Client represents that all licenses and certifications that Client is advertising are in good standing with the appropriate governing agencies and licensing boards.
As may be required pursuant to the Agreement, PMS shall obtain a domain name (URL) for the Client if the Client does not already have one. The Client retains ownership of the URL at all times. As part of the Project, PMS will manage the domain registration on the Client’s behalf.
Right Upon Termination: Copyright to the finished website produced by PMS will be owned by the Client: as long as the Client has paid all sums due to PMS as of such date, the Client will be assigned all necessary rights to use the website content for their own purposes, except that rights to licensed works, including photos, graphics, source code, work-up files, and computer programs, which have not previously been transferred to the Client, will remain the property of their respective owners. To the extent the Client’s use of such property is restricted by the owner or subject to a license fee, transfer, or other charge, such arrangements and costs shall be the Client’s responsibility. Subject to the foregoing, Client may transfer the site to another server, provided that such server is compatible. PMS is not responsible for site functionality or performance during a transfer or after a transfer has been completed. PMS reserves the right to display graphics used for the Client as examples of their work in their respective portfolios, including on PMS’s website. Client agrees to allow PMS to use their testimonial statements for promotional purposes.
If the creation and production of video(s) is part of the Project, PMS will produce and create video(s) for airing on media outlets and/or the Client’s website, as detailed in the Agreement. Once video is paid for, the Client owns the video.
Seminars & Events:
No refunds are given for events held by PMS or NXT Level Implant Seminars.
PMS is authorized to use the specific keywords and/or phrases provided by Client for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis.
SEO Services may include the following:
i. Research keywords and phrases to select appropriate and relevant search terms.
ii. Submit Client’s pages to search engines and directories as set forth in this Agreement.
iii. Modify the title tags, meta tags, content, HTML code, URLs, and other on-page
iv. Create positioning reports showing rankings in the major search engines by keyword
Client understands, acknowledges, and agrees that PMS has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Some search engines and directories may take several months, and in some cases longer, after submission to list Client’s website(s).
Pay Per Click Services (“PPC”):
Landing page content for your PPC campaign will be copied directly from your website. You are solely responsible for the content on your website, chosen keywords and phrases, compliance with all laws, regulations, licensing, and ethical requirements associated with your industry or profession, and use of the PPC Service under this Agreement. The search algorithms, rules, and guidelines of each search engine are subject to change. PMS will attempt to comply with all changes to the search engine rules and guidelines, but PMS does not guarantee paid placement results and specific results, and placement in each case will vary. Enhanced rankings or paid positioning may not be available or achieved for all search engines at all times, depending on, among other things, the competition and bidding for selected keywords, the budget selected by the Client for competitive bidding for paid placement, the content of the Client’s website, and other factors beyond the reasonable control of PMS.
Indemnity and Limitation of Liability:
Client agrees to defend, indemnify, and hold PMS, its officers, directors, employees, agents, and successors harmless from and against any and all claims, suits, expenses, costs, losses, and liability that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Project performed on behalf of Client, Client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, including reasonable attorneys’ fees and associated costs and expenses, consequently, directly or indirectly arising out of: (1) the content of any website; (2) any act or omission of Client; (3) any written content, animation, video, or audio content, photographs, materials, software, or technology supplied by Client; or (4) any Claim arising from a Claim which is brought, made, or levied against PMS, including, without limitation, a claim that the website or any part thereof or any advertisement or other broadcast message shall constitute or cause a disclosure of protected health information in violation of Health Insurance Portability and Accountability Act of 1996 (HIPAA), as further described in section below.
In addition to, and without in any way limiting any other warranty or representation made by Client herein, Client warrants and represents that the existence, content, and operation of its website are in compliance with the provisions of HIPPA, and in particular, the HIPAA Privacy Rule (45 CFR Part 160 and Subpart A and E of Part 164). Accordingly, Client specifically warrants that it does not and shall not disclose “protected health information” (as that term is defined by HIPAA) of any person, except as may be expressly permitted in accordance with the provisions of HIPAA, whether on its website or otherwise.
Disclaimer of All Warranties:
PMS DOES NOT WARRANT THAT THE SEO SERVICES AND PPC SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PMS PROVIDES ITS PRODUCTS AND SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (1) THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (2) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE, OR INABILITY TO PERFORM UNDER THIS AGREEMENT.
Neither party will be liable for, or will be considered to be in breach of, or in default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control, and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
Client understands that PMS may modify its standard terms and conditions and service offerings from time to time and that PMS reserves the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected services, after no less than thirty (30) days advance written notice to Client.
This Agreement, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
Read and Understood:
Each party to this Agreement acknowledges that it has read and understands this Agreement and agrees to be bound by its Terms and Conditions.
Acceptance of these Terms and Conditions:
By paying PMS and its partners, Client represents that the Client has read and understands these Terms and Conditions and expressly accepts these Terms and Conditions, which are incorporated into the Agreement.