Terms and Conditions

Your use of Adit Advertising Inc’s (“Adit”) services (collectively the “Services”), including the software Adit makes available through this website (the “Marketing Software”) and any marketing services agreed upon by and between Adit and the client (“Client”) is governed by these terms and conditions (“Terms and Conditions”).

1. Representation. The Client warrants and represents at all times that (a) the Client has all necessary rights and authority to enter into this Agreement and to grant Adit the licenses granted herein, (b) the execution of this Agreement by the Client, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which the Client is a party, or by which it is otherwise bound,

2. License Granted by Adit. Adit gives the Client a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to the Client by Adit as part of the Services provided by Adit. The Client may use this service and software for internal business purposes only, and only in the manner permitted by the Terms. The Client may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided by or on behalf of Adit through the Services (the content) in any way, except as permitted by the Terms.

3. User Accounts/Personal Info. In the course of using the Services, the Client may be required to provide Adit personally identifiable information, including contact information, username and password (“Credentials”). Adit handles such information with the utmost attention, care and security. Nonetheless, Client, not Adit, shall be responsible for maintaining and protecting the Credentials in connection with the Services. If Client’s contact information, or other information relating to the Client’s username or password changes, Client must notify Adit promptly and keep such information current. The Client is solely responsible for any activity using the Client’s Credentials, whether or not the Client authorized that activity. Client should immediately notify Adit of any unauthorized use of the Client’s Credentials or if the Client’s email or password has been hacked or stolen. If the Client discovers that someone is using the Client’s Credentials without consent, or the Client discovers any other breach of security, the Client agrees to notify Adit immediately.

4. Marketing Software. Adit will provide access to the Marketing Software indicated on the Service Agreement. Where applicable, Adit will make the dashboard element of the Marketing Software (the “Dashboard”) available to the Client in accordance with these Terms and Conditions and any other Adit rules and policies then in effect. The Dashboard allows the Client to set up an account and password to access the Dashboard, view patient data, and communicate with patients. The Client may authorize employees to use the Dashboard on behalf of the Client (each, a “User”); such Users are subject to these Terms and Conditions, and the Client agrees to be responsible for the actions of all Users who receive authorization to use the Service, including but not limited to their access to the Dashboard.

5. Responsibilities of the Parties. As part of the Service, Adit may perform or assist in performing a function or activity on the Client’s behalf that involves the use and disclosure of Protected Health Information (as defined in 45 C.F.R. 164.501; hereinafter, “PHI”). The parties hereto shall use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”) and the Standards for Security of Electronic Protected Health Information (the “Security Rule”) promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (the “HITECH Act”). Capitalized terms used but not otherwise defined in this Section 5 shall have the same meaning given to such terms in HIPAA, the HITECH Act, or any implementing regulations promulgated thereunder, including but not limited to the Privacy Rule and the Security Rule.

In connection with and by agreeing to these Terms, the Client and Adit agree to be bound by the terms of a Business Associate Agreement, the terms of which are referenced in the Service Agreement incorporated herein by reference. The Client (the “Covered Entity,” as referred to in the Business Associate Agreement) hereby agree that the Client has read and agree to be bound by the terms of the Business Associate Agreement. Adit (the “Business Associate,” as referred to in the Business Associate Agreement), agrees to be bound by the terms of the Business Associate Agreement. The parties hereto each agree to perform their respective obligations as enumerated therein.

6. Website & Set Up Package Definition. A Website will be built using one of Adit’s pre-built themes (“Themes”) which will be provided to the Client after execution of this agreement. From one of the Themes, the Client will have the liberty to change colors and images. All of this will need to be communicated to Adit before development. At the same time, Adit will set up the Client’s Dashboard with the specific technology products purchased within the Service Agreement.

7. Tech & SEO Package Definition. Adit will provide the Client with access to the following modules within the Dashboard: Pozative, Online Scheduling, and Engage. Within the Engage module, Client will have unlimited access to Patient Texting and Appointment Reminders. This package will also include optimizing the Client’s website for SEO.

8. Advanced SEO Package Definition. Adit will provide the Client with Search Engine Optimization services (hereinafter referred to as “SEO”) within this package. Adit’s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive more customers to the Client. Below are the services included in such package.

8.1. Researching keywords and phrases to select appropriate, relevant search terms.

8.2. Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.

8.3. Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.

8.4. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.

8.5. Optimizing website content for the purpose of “catching” keyword/phrase searches.

8.6. Creating, optimizing, and managing the Google, Bing, and Apple business pages.

8.7. Writing industry-relevant blog articles and posting on the website.

8.8. Writing 20 pages of Service content on the website and 12 blog articles throughout the course of a year.

9. SEO & Social Media Package Definition. Adit will provide the Client all of the services included in the SEO Package plus the following services:

9.1. Adit will establish the organization’s presence on the social media platforms as per Adit’s professional discretion by posting 4 to 5 times a week.

9.2. Adit will pre-schedule these posts and only use its own library of content to create the posts. Adit will not post client requests on social media platforms. Custom posts will be the responsibility of the Client.

10. PBG Package Definition. Adit will provide the Client with all of the services included in the SEO Package, SEO + Social Media Package, plus the following services:

10.1. Creating and managing the Client’s Pay-Per-Click marketing campaign (hereinafter referred to as “PPC”) on Google AdWords and Facebook Marketplace.

10.2. To Adit’s discretion, create ads that are to be used on these platforms.

11. Reporting. Adit will provide monthly reports to reflect what Adit has done for the Client and the results the Client is showing online. All of this data will be sent ONLY by Asana in the Reporting project or within the Marketing Software.

12. Call Tracking. Call Tracking will include setting up the Client’s account on the Adit’s own call tracking application within the Marketing Software. The Client gives Adit consent to listen to incoming phone calls via the tracking numbers used on CallRail. HIPAA Compliance. If the Client has to adhere to HIPAA policies and regulations, then it is the responsibility of the Client to call back customers for patient-related information rather than taking down full name, insurance information, and health information over incoming calls from the website.

13. Patient Booking Guarantee. This clause only applies to the “PBG Package”.

13.1.1 Money-Back Guarantee. If the Client does not book the agreed amount of new patients from Google via Ads and Organic clicks, then Adit will refund the entirety of the marketing fees paid to Adit for that month, not including Ad Spend. These patients will be recorded via the website contact form and phone calls. Adit will provide a list of Patients booked for a month before the 10th of the following month.

13.1.2. Patients Booked Quota. The Patients Booked Quota is detailed in the agreement between the Client and Adit. The patients booked quota is the amount of patients Adit has to book every month for the Client, or Adit will refund the marketing fees paid to Adit for that month.

13.1.3. Ad Spend. Client will be responsible for spending an additional $750 USD or $1,000 CAD per month for ad expenditure on Google Ads. This expenditure may fluctuate up or down by $200. If the Client refuses to spend the minimum budget, then Adit would not be responsible for the Money-Back Guarantee. If Adit does not meet the above guarantee, then Adit will not be responsible for refunding this Advertising Expenditure.

13.2.1. Disputes. If the Client is in disagreement over the considered patients booked, the client will have until the end of the following month to file a dispute via Asana or email. For example, if the Client is disputing the amount of patients booked for the November 2017 report, then said Client will have until the end of December 2017 to file a dispute.

13.2.2. Missed Calls. If the Client misses 3 or more calls from the website during business hours, the Money-Back Guarantee is voided. The Client would still be responsible for payment of services.

13.2.3. New Patients. The Patient Booking Guarantee clause only adheres to new patients and will not include existing patients as part of the Patients Booked Quota.

13.2.4. No-Shows. If the Patient books an appointment but does not show, the patient will still count towards the Patients Booked Quota.

13.2.5. Appointment Forms. If an appointment request is submitted via the website, but the patient does not respond or attend the scheduled appointment, that appointment request would still count towards the Patients Booked Quota in the “Money-Back Guarantee” clause.

13.2.6. Phone Calls. If a patient calls to book an appointment, then it is the responsibility of the Client to ask the patient on the call if they are a New or Existing patient. If the Client or employees of the Client do not ask the caller whether they are a new or existing patient, then Adit will count this patient towards the Patients Booked Quota. For a caller to count as an existing patient, the caller must clearly state on the phone that they are an existing patient. The exception to this rule is listed in clause 13.2.7 Google Paid Number.

13.2.7 Google Paid Number. The Google Paid Number is a tracking number used only for those users who click on a Google Ads phone number. If a user calls the Google Paid Number and books an appointment then the Patient will count towards the Patients Booked Quota. This Patient will still count even if the Patient mentions that they are an existing patient on the call.

13.2.8. Insurance Calls. If a user who books an appointment via phone call mentions they were referred by an insurance company, they would still count towards the Patients Booked Quota.

13.2.9. Technical Glitches. If a patient books an appointment via the website appointment form or phone call, but the Client has a technical glitch in gathering this information then the patient would still count towards the Patients Booked Quota. For example: if the Client’s email is malfunctioning, and does not receive the email notifying of the booked appointment online, then the appointment would still count towards the Patients Booked Quota.

13.2.10 Online Chat. If the Client chooses to use an online chat functionality on the website, the Guarantee would be voided the Client would still be responsible for payment of services to Adit.

13.2.11 Office Closing. If the practice is closed during the month for more than 12 calendar days the Guarantee would be voided and the Client would still be responsible for payment of services to Adit.

13.2.12. Appointment Availability. If a patient calls with intent to book an appointment and the practice front desk offers no available times for more than 3 business days in advance, then Adit will count this call as a one patient towards the Patients Booked Quota.

13.3.1 Marketing Onboarding The Patient Booking Guarantee will not apply during the website build process at Adit. When a customer starts their marketing program with Adit, they begin by building their website. During this process, Adit will be providing marketing services, however, the guarantee is dependent on the utilization of an Adit approved website, live on our servers. The guarantee will apply beginning the first full month after a client's website is live.

14. Client Acknowledgements. Client must acknowledge the following with respect to this agreement.

14.1. Client gives Adit permission to make posts, change, edit, and add anything else to all social media pages based on Adit’s own discretion.

14.2. Social Media Liability Waiver. Establishing a social media presence and initiating a two-way flow of communication between the Client and the public can have unintended consequences on the Client’s reputation. Should this occur, the Client waives its right to hold Adit responsible for any damage and/or liability that may arise from Adit’s actions on behalf of the Client. – If, at any time, the Client does not agree with actions taken by Adit on its behalf, it must notify Adit in writing. If Adit receives such a communication, Adit will post a retraction and apology across all affected platforms within twenty-four (24) hours.

14.3. Client will provide in a timely manner documents, information (in particular details of any previous or existing pay per click campaigns), passwords codes and materials as Adit may reasonably require in order to supply the Services.

14.4. Client will provide Adit with such administrator rights to any Third Party Resources as are necessary for Adit to supply the Services.

14.5. The Client understands that the Google, Bing, Facebook, and all marketing campaigns are the intellectual property of Adit. Therefore all account access to the Google Analytics, Google Ads, Facebook Marketplace, and Microsoft Ad accounts will be limited to Adit personnel only. At the Client’s request, Adit can send monthly invoices.

14.6. The Client will attempt to get 1 to 2 positive reviews on from customers on Google. Client understands that if they do not get these reviews, then their marketing can suffer immensely.

14.7. Adit does not communicate with third parties during the project. Adit will only discuss the details of this Service with the Client’s point of contact. All other communication with third parties must be done between the Client and the Third Party, excluding Adit.

14.8. Client acknowledges that in the event that Adit is unable to fulfill the services defined within this agreement because of natural disasters or unforeseeable events outside of the control of Adit that halt service for a temporary period of time, then Adit will not be responsible for any refunds as part of the Patient Booking Guarantee during that period of time and this agreement will continue to hold within the defined service term. The Client will still be responsible for payment of license subscription and service fees as defined in the agreement.

14.9. Client acknowledges to obtain and maintain the rights to any information, content, graphics, or marketing collateral provided by the client to Adit.

14.10. Adit is not responsible for email management, setup, or migration.

14.11. The Client agrees that Adit has the right to use the created site in Adit’s portfolio for marketing use. Adit has the right to display footer site credit on client site.

14.12. Onboarding within the Agreement refers to the moment of time at which the Client has been set up on Dashboard. Once the Client has an account set up on the Dashboard, the Client will be responsible for paying any Technology and/or Marketing fees mentioned in the agreement.

14.13.1 Compliance with Laws. The client is solely responsible for, and agrees to use the Adit Platform, in its entirety, in accordance with all applicable federal, state, or local government laws, statutes, and regulations, and all applicable official rules, policies, orders, judgments or decrees from any Governmental Authority (together, “Applicable Laws”) including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation, Canada’s provincial health information privacy laws, Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, Canada’s anti-spam legislation, Quebec’s Charter of the French Language and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation, and the sending of email, text, and fax messages.

14.13.2 Consent to Send Texts, Emails, Fax, and Telephone Calls. The client is responsible for obtaining from the Customers that you contact or cause to be contacted through the Service, including by telephone, email, text or fax message, all consents required under Applicable Law. If the client is using the Adit platform's messaging service, they agree to comply with applicable opt-in requirements as outlined in the CTIA Principles and Best Practices. Messages should only be sent to recipients who have opted-in to their service and/or are expecting communication from them. Adit reserves the right to suspend accounts if abuse is reported. The client further agrees to accept and comply with requests from Adit to provide documentation of customer consents. The client acknowledges and agrees that they are solely in control of, and responsible for, the calls and email, text or fax messages to be sent through the Service.

• Restrictions on Use and Unlawful Activity. The actions of Subscribers and individual end users can have an impact on the Service as a whole. Accordingly, when using the Service, clients agree not to do any of the following, or permit any end users, employees, representatives or any third party to:

  1. Use the Service:

     1. For any unlawful purpose or a purposes that is restricted by any Governmental Authority or is otherwise prohibited by these Terms;
     2. In or for the benefit of any state, local, or federal governments, embassy, foreign consulate, or other foreign governments;
     3. In or for the benefit of a country, organization, entity, or person embargoed or blocked by any government;
     4. To upload or transmit any material or content that Adit reasonably believes is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity; or
     5. To upload or transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech.

  2. Offer these types of services, products, or content:

     1. Adult content and services;
     2. Sale of goods or services that are counterfeit or illegally imported or exported;
     3. Gambling or internet gaming services or products;
     4. Investment and credit services, including collections agencies;
     5. Regulated or illegal products and services;
     6. Get rich quick schemes;
     7. High-risk businesses, including, but not limited to, essay mills; chain letters; medical benefit packages; telemedicine and telehealth services if dispensing or delivering prescription-only medication; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards; phone services; telemarketing; offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing, subscriptions over one year; extended warranties; and list brokers or list rental services;
     8. Government grants;
     9. Cryptocurrencies, virtual currencies, and any digital assets related to an initial coin offering;
     10. Nutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body, or make specific claims about weight loss or improved sexual performance;
     11. Pyramid schemes and multi-level marketing; or
     12. Services that support programmatically sending mail on behalf of third parties without creating or reviewing the content.
  3. Send spam or unsolicited calls or messages if such unsolicited activities could reasonably be expected to or do in fact provoke complaints (even if the messages themselves are not actually spam or unsolicited messages). You must be able to point to an opt-in form or show other evidence of consent, express or implied, for any bulk message you send;
  4. Conduct repetitive and/or continuous messaging or calling to the same destination or number if such activity could reasonably be expected to or in fact does provoke complaints;
  5. Send “junk mail,” “chain letters,” promotions of “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any message that encourages a recipient to forward the message to another recipient;
  6. Upload or transmit any material that was not created by you, provided for you to use, or that would violate anyone’s rights, including text, photos, graphics, and other content;
  7. Conduct illegal robocalls;
  8. Set up multiple accounts for any person or entity in order to send similar content, unless you are part of a franchise or agency;
  9. Use the Service in any manner that in our sole discretion could damage, disable, overburden, impair, adversely affect, or impact the security of the Service;

• Suspension of Service. Adit reserves the right to suspend all or any part of the Service immediately without notice if Adit reasonably believes the client is, or any activities conducted via or through the Adit Platform are: (a) in violation of these Terms or Applicable Laws; (b) the client's usage patterns or volumes are materially outside their regular usage patterns; (c) the client's activity is otherwise disruptive or harmful to Adit or any third party as determined at Adit’s discretion; and/or (d) the client is not up to date on all amounts owed to Adit.

  If the client has reason to believe that any of the restricted activities described in Section 7.2 have occurred, the client agrees to immediately notify Adit. The client may be liable for the losses incurred by Adit or others due to any unauthorized use of the Service through their Account.

14.13.3 Fees, Taxes and other Surcharges. Clients are responsible for paying any applicable fees and applicable local, state, provincial, territorial, federal and other taxes or surcharges, as well as any third party fees charge to or against Adit, as well as any cost recovery fee which will represent an accurate and non-inflated recovery of the charges and/or fees to or against Adit associated with the provision of the Service to the client and their use of the Service, in a timely manner with a valid payment method. To the extent Adit is obligated to collect such taxes, the applicable tax will be added to your billing account. Adit will use commercially reasonable efforts to provide you with prior notice of and information regarding any such charges and/or fees.

14.14 Consent to Unrestricted Access to Server and / or EHR. You give permission and unrestricted access to Adit to remotely access, retrieve, monitor, and modify data from your system(s) or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You hereby represent and warrant to Adit that you have all necessary consents, rights, permissions and authority to allow Adit to remotely access such System(s) and you hereby grant Adit permission to remotely access such System(s) to perform support functions, including but not limited to, troubleshooting, running or installing/uninstalling programs, reconfiguring features, or otherwise performing work on the System(s) that we deem necessary to resolve issues with the Adit platform or service.

Adit disclaims any and all liability associated with remotely accessing, retrieving, monitoring, and modifying data from such System(s) on your behalf. In order to connect the Service with any third-party System to enable certain functionality of the Service, you hereby designate Adit as your agent and attorney-in-fact in connection with such remote System access. You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. If at any time you do not have all necessary consents, rights, permissions, and/or authority to allow Adit remote access to such system(s), then you hereby agree to immediately disable such functionality within your account or administrator account.

To the fullest extent permissible by law, in no event shall we be liable for any special, indirect, consequential or exemplary damages whatsoever (including without limitation, loss of business profits, loss or corruption or unavailability of data, loss of use of data, loss of use of the relevant systems, business interruptions, loss of business information or any other pecuniary or non-pecuniary loss) arising out of or otherwise related to our remote access to your systems, even if we were advised of the possibility of such damages. Our entire liability under or in connection with this agreement, our access to relevant systems and/or any disputes arising out of or connected with it shall be limited to the amount actually paid by you to us for the provision of the services.

15. Non-Disclosure and Intellectual Property. All fees, services, documents, recommendations, and reports are confidential.

15.1. Intellectual Property. Client must not copy any Adit Intellectual Property for any purpose(s). Adit Intellectual Property defined as proprietary software (the Marketing Software, marketing strategy, business processes, Adit personnel, and anything else labeled as proprietary by Adit). The Client, or any Users added by the Client, must not decompile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Client by Adit.

15.2. Non-Disclosure. During this agreement period or within 10 years of termination, the Client will not disclose to others or use for own benefit any trade secrets or confidential information pertaining to the business activities of the Employer or its clients. This includes company structure, systems, clients, potential customers, contacts, and use of software and technology.

15.3. Unauthorized Employee Engagement. During this agreement period or within 10 years of termination, the Client will not approach any Adit employees, domestic or international, for any activities or opportunities outside of Adit’s written agreement. The Client understands that who Adit employs is considered a trade secret. As a result, the Client agrees to not share contact information of any individuals hired at Adit both domestically and internationally.

16. Website Hosting. Website hosting with Adit allows sufficient server space to electronically store your website during an active marketing agreement. All content and graphics created for the client are the ownership of the client. Ownership of website content and graphics transfers to the client after the completion of the first term of the agreement. However, the website must be electronically maintained within Adit’s proprietary WordPress platform in perpetuity. Adit will not be responsible for 3rd party hosting or exporting the website. Adit may choose to allow a website to be exported to the client upon full execution of the agreement.

17. Payment. All sales pursuant to the Invoice are Final, and there are no refunds for contracted services for any reason. If Client decides to discontinue Services for any reason, Client remains liable for all sums due under the Invoice and these terms and conditions. Adit maintains credit card authorization on file, if credit card expires and or if it is not to be used, please notify Adit of the new account number, expiration date and security code prior to billing date. After billing date Adit has the right to charge 15% penalty for payments received after 5 days of expected billing date.

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, at our sole discretion, suspend or terminate Customer’s access to the Services up to and including taking down the Client’s website, restricting access to the Adit App, pausing ad campaigns, and suspending additional services. Services will be restored after full payment for past due invoices plus a $50 late payment fee per past due invoice is received.

17.1 - Marketing Software Inclusion & Overage Charges

Adit App Charges: (Freemium)

• 1 number per location. $2 per extra number
• 500 text messages per location, $0.03 per additional message
• 0 video minutes per location
• 5,000 emails free per location. $5 per 1,000 additional emails sent

Adit App Charges: (Tech & Analytics Bundle)

• Unlimited VoIP minutes
• Unlimited one-to-one text messaging
• Unlimited emails
• 500 tracking minutes per location, $0.03 per minutes charges
• 2 numbers per location. $2 per extra numbers
• $0.01 per text for all mass text campaigns sent
• 100 video minutes free per location

Adit App Charges: (Marketing)

• Unlimited VoIP minutes
• Unlimited one-to-one text messaging
• Unlimited emails
• 500 tracking minutes per location, $0.03 per minutes charges
• 5 numbers per location. $2 per extra numbers
• $0.01 per text for all mass text campaigns sent
• 100 video minutes free per location

17.2 - Adit Pay fees are as follows:

• Card Present Transactions (i.e. card is swiped or read by the terminal) are charged a 2.25% + $.20 (twenty cents) transaction fee.
• Card Not Present Transactions (i.e. card is not swiped or read by the terminal and is rather entered manually or charged online) are charged a 2.9% + $.30 (thirty cents) transaction fee.

18. Term. This agreement becomes enforceable on the contract’s sign date as set forth in the Digital Marketing Agreement or Service Agreement. The term is to begin within 5 days of onboarding or 60 days after the contract sign date, whichever occurs first. The Term shall be automatically renewed for successive periods until it is terminated by either party via email to or from [email protected].

19. Termination. This Agreement may be terminated at any time by either party upon receipt of 30-day written notice of said termination. Termination shall be without waiver or penalty. Termination shall not relieve the Client of the obligation to pay in full at the time of termination all sums due and owing to Adit as set forth in the signed Agreement. If such Agreement allows for payment over time, termination of the Agreement shall render the Payment Plan obsolete and such sums shall be accelerated to the effective date of the termination. Payment is required on or before the termination date. Client agrees to immediately discontinue the use of the Services and/or Products if instructed to do so by Adit and/or if this Agreement terminates. In the event that this agreement is terminated, the “Non Disclosure and Intellectual Property” clause from this agreement will live on from this agreement.

20. Indemnification. Both parties agrees to hold the other free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of either party; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to Services sold to the End User under this Agreement or subsequent Service Agreements.

21. Changes to Terms and Conditions. Adit reserves the right, in its sole discretion, to modify, discontinue or terminate the Marketing Software and/or Services or to modify these Terms and Conditions, at any time. If Adit modifies these Terms, Adit will post the modification on the Site or otherwise provide the Client with notice of the modification. By continuing to access or use the Site or Services after Adit has posted a modification to these Terms and Conditions or have provided the Client with notice of a modification, the Client is indicating that the Client has agreed to be bound by the modified Terms and Conditions.

22. Laws. This agreement shall be governed by the laws of the State of Texas. The parties hereby designate Harris County, Texas to be the proper jurisdiction and venue for any suit or action arising out of this Agreement.

23. Independent Legal Advice. The Client acknowledges that Adit has provided the Client with a reasonable opportunity to obtain independent legal advice with respect to this agreement.

24. Attorney Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

25. Severability. The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid, then said article or part shall be struck and all remaining provision shall remain in full force and effect.

26. Entire Agreement. This agreement contains the entire agreement between the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the employment of the Employee by the Employer and shall be amended or modified only by written instrument signed by both of the parties hereto.