Adit Advertising Inc.

STANDARD SERVICE TERMS & CONDITIONS

These Terms and Conditions ("Terms and Conditions") by Adit Advertising Inc. ("Adit") shall further be deemed incorporated by reference into any invoice ("Invoice") submitted by Adit and agreed upon by the client ("Client"), and shall govern the relationship between Adit and the client. This agreement shall further incorporate by reference the proposal of services document signed and agreed upon by the Client. Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Adit will make available to the Client all knowledge, information and expertise in its possession in performing the Services. If the Client wishes Adit to perform any services other than those specified in the Schedule (including without limitation to provide any additional functionality) or to provide further or other Products or software, then Adit shall be entitled to quote the Client separately for the provision of those services or the provision of those products or software. If the Client accepts that quotation then the provisions of this Agreement will apply to the provision of those additional services, products or software.

Adit shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Client's premises. If Adit is required to attend the Client's premises for any reason pursuant to this Agreement, the Client will reimburse Adit for reasonable transport and/or accommodation expenses incurred by Adit in doing so. However this does not include transport or accommodation expenses where the Client's premises are located within (25) miles of Houston, TX.

Representations and Warranties; Indemnification

Client warrants and represents at all times that (a) 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 Client, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which Client is a party, or by which it is otherwise bound, (c) the content provided by Client or linked to from Client's website or social media/networking outlets (if subscribing to one or more of Adit's Social Broadcasts) will not: (i) infringe or violate any third party social media website privacy policy, terms of use, or any policy governing the display and use of content on those sites, (ii) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (iii) be misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate, (iv) violate any applicable law or regulation, (v) advertise any unlawful product or service or the unlawful sale of any product or service, or (vi) use any trademark, trade name, or corporate name of Adit without the prior written consent of Adit. Client agrees to indemnify, defend and hold Adit and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of, or related to (i) breach of any of the foregoing representations and warranties, (ii) any third party claim arising from use of or access to the Client's website under this Agreement or any material to which users can link, or (iii) any products or services made available to users, through the Website under this Agreement.

Client must not copy any Adit Intellectual Property for any purpose(s). Adit Intellectual property defined as proprietary software (photo gallery manager, Customer Relationship Management software service, business processes, email marketing software, and anything else labeled as proprietary by Adit).

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 without prior written consent.

The Client understands that Adit uses Asana for all of its communication and project management. As a result, Client will be responsible for sending across all correspondence, responses, and communication via Asana and ONLY Asana.

1.0 Monthly Website Edits/Corrections

1.0 Website Corrections. Client may change an image, rewrite text for a page, add a new page, change the "specials" page, \increase the size of a font, change text for the Home-Page sliders,and post new blog items. Web corrections do not allow large scale design or development changes (quoted separately). Monthly web corrections include no more than 10 images to be added to the before and after photo gallery.

1.1 Changes & Additions. After going live, any changes and additions will be considered out of original scope and will be subject being billed separately. Client will submit changes to Adit, and Adit will provide a quote.

1.2 Batching. Clients must "batch" monthly requests together and send them in Asana to your Account Executive. One batch will be received per month.

1.3 Turnaround time. Standard web corrections will be completed within 5 business days.

1.4 Text Corrections in Body Copy. Please send the text exactly as you would like to see it posted on your website through Asana. Include a page heading and any emphasis (italics, bold, underlines) and sub-headings, links, references to diagrams or images, all punctuation and quoted text with citation when applicable.

1.5 Images. If there are images to be included, client is required to save the file separately and send through Asana. Adit will size properly. Photos provided in non-digital format will be billed hourly to scan the printed photos to digital format.

1.6 Compliance. Websites developed by Adit are in compliance with HIPAA, RCSDO, and the Ontario Privacy Act.

2.0 Communication Policy

2.1 Making Requests. All web corrections should be batched and requested at the same time each month and sent via Asana.

2.2 Method of Requests. All change requests must be communicated in Asana. If the Client is having a hard-time used Asana, they can request a 15-minute tutorial on how to use Asana. This can be requested up to 5 times in a fiscal year for one organization.

2.3 Point of Contact. Adit requires one internal point of contact at the practice. Multiple people can collaborate on project but approvals, direction and official communication must come from one person who is an 'in house' employee.

2.4 Third Party Communications. Adit does not communicate with third parties during project. We can only discuss the details of your project with your point of contact, all other communication with third parties must be done internally.

2.5 Phone Conference Meetings (Strategic Planning).

2.51 Conference calls during website design/development. These calls are preplanned by Adit during website development process at designated milestones. Meeting may be requested by client for clarification purposes during process but no meeting will be scheduled without a specific agenda.

2.52 Conference calls during marketing phase. Meetings may be requested once per month.

2.6 Customer service via Asana. If Client requires assistance with account, all requests must be sent via Asana to Account Executive. Assistance are responded to within 3 business days. Customer service emails must be limited to no more than 10 per month.

2.61 Customer service phone calls. If Client requires assistance with account, If available Adit account manager will speak directly with Client to address needs; if not, account manager will return the call within 3 business days.

3.0 Custom Website Development

The Website Design process is only applicable to those agreements where Adit is provided a Custom Website. If the Client is purchasing a Pre-built Adit Theme, then there will be no design process involved.

Adit standard design process includes 2 custom layouts of the homepage design/layout.

3.1 Milestones. Milestones are presented by Adit and agreed upon by the client. Timeline will be presented and also agreed upon. Any client milestone delays will cause milestone calendar to be recalculated based on availability of Adit resources/work schedule.

3.2 Layout Design Homepage. Adit will do (2) original design compositions, client must choose 1 design from these (2). The chosen design will receive up to (2) revisions during the design approval process.

3.3 Layout Design Inner Page. Adit will design inner pages consistent with the Home Page. For purposes of efficiency and time, Adit will not request approval for inner pages once the Home Page design has been proved.

3.31 Page Banners. Client may choose to have 1 inner page banner per top level navigational item (up to 7 in total).

3.4 Stock Photography. Adit has a library of licensed stock photography that we will use for client design. If alternate stock photography is requested, client will be billed at cost per photo.

3.5 Design Approval. After design has been reviewed, and selected your approval is required in Asana. Written approval may be in the form of an email from the designated point of contact or posted in Asana. Project does not advance until design approval is received.

3.6 Custom Website Development Process. Adit development process takes the approved designs and codes them into HTML websites. Our standard development package includes development of (1) homepage layout, (1) inner page design, integration of page banners into inner page design, contact forms, optional photo gallery, maps.

3.7 Changes. Once the website development process begins Client-requested changes to design, file structure, layout, and navigation are not permitted. If client requests these changes, and they require a substantially new development (from what has already been started) client will pay a cost of $750 to begin another round of development.

3.8 Additional Page templates. Additional page templates may be purchased for an estimated cost of $750 (depending upon request).

4.0 Theme Website Development

4.1 Limitations of a Theme Website. Website will be built using one of Adit’s pre-built themes which will be provided to Client after execution of this agreement. From one of the Themes, the Client will have the liberty to change colors, images, and content. All of this will need to communicated to Adit before development.

4.2 Number of Pages. The website will include up to 30 pages of content. Additional pages can be purchased at $150/page. Website will be mobile friendly. New website will include migration of any desired current website content and graphics.

4.3 Design Limitations. Adit will not provide any design services when the website is built using a theme. The Client must choose a theme and stick to the overall design and layout of that them.

4.4 Domain. The Client is responsible for providing access to domain. When the website is complete by Adit, the Client’s marketing fees will begin regardless if the Client has provided domain access or not.

4.5 Organizational Emails. Adit is not responsible for email management, set up, or migration.

5.0 Sending Files to Adit

5.1 Asana. All files are to be submitted to Adit via Asana. If the file size is to exceed 100MB, the Client can use wetransfer.com or Google drive to send files.

5.2 File format. Files must be sent to Adit in the file format requested by Adit.

6.0 Photo Gallery

6.1 File organization. Patient photos must be delivered in organized format, clearly labeled grouped as tasks in Asana.

6.2 Photo descriptions. If Client provides Adit with descriptions for each photo, they must be clearly matched with the appropriate photos within their respective Asana tasks. Descriptions must be provided as comments in the respective Asana tasks.

6.3 Image dimensions. Client must provide uniformly sized photos to ensure uniform display within gallery. If images require edits, Adit will not be responsible.

6.4 Migration of Photos. We do not migrate photos, photos must be supplied through Asana.

6.5 License and terms of use. Current clients have an extended use license. Non-clients must purchase license separately from the Stock vendors.

7.0 Content

Adit standard content package (if selected) comes with the content you need in order to market your business online. Content that describes the service. Content does not include non essential topics.

7.1 Service landing pages. For optimization purposes Adit uses these pages as 'index' pages of the child pages beneath them. Index pages list and describe all services in child pages and link to each page.

8.0 Website Launch

8.1 Approval. Approval is required via Asana or email before going live. Adit will provide a task to Client with the title “Link Check”. Within this task, Adit will provide client with a link they can see their new website. Client will have to post in this task Approved for the website to go live.

8.2 Payment. Final development invoice must be paid prior to launch and within 10 business days of receiving the above “Link Check” task within Asana.

8.3 Access. Client must provide domain registrar access (user name and password), and if applicable hosting account control panel and FTP access (if using 3rd party hosting).

8.4 Browser compatibility. Adit will ensure website functions and is compatible with Internet Explorer Firefox, Chrome, and Safari in their most recent versions. Responsive design will also account for all smartphone and tablet browsers.

10.0 Website Hosting

Website Hosting with Adit allows sufficient server space to electronically store your website on our Adit server. Adit will electronically maintain your website and the server so that both shall remain online on a continuous basis.

10.1 Hosting account. Hosting account is provisioned to accommodate all site files, scripts, content, blog (if selected), and photo gallery.

10.2 Web Corrections. Hosting contract does NOT include any website changes or revisions.

10.4 Third party hosting accounts. Adit is not responsible for maintaining 3rd party hosting accounts. If client does not host with Adit, client is responsible for all hosting maintenance, virus protection/cleanup, and site back up's.

11.0 Portfolio Consent

11.1 Client consent. Client agrees that Adit has the right to use created site in Adit portfolio for marketing use.

11. 2 Site Credit. Adit has the right to display footer site credit on client site.

12.0 Patient Booking Guarantee

12.1.1. 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 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.

12.1.2. Patients Booked Quota. The Patients Booked Quota is detailed out 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 fees paid to Adit.

12.1.3. Ad Spend. Client will be responsible for spending an additional $750 per month for Ad Expenditure on Google AdWords. This expenditure may fluctuate up or down by $200. If the Client refuses to spend $750 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.

12.2. Services Included. Services included in the Patient Booking Guarantee package or PBG Package include: Online Paid Marketing Management, Search Engine Optimization, Posts on Social Media, and Call-Tracking & Monitoring using Callrail.

12.3.1. 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.

12.3.2. 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.

12.3.3. 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.

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

12.3.5. 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.

12.3.6. Phone Calls. If a patient calls to book and 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, does 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 13.3.7 Google Paid Number.

12.3.7 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.

12.3.8. 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.

12.3.9. 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.

13.0 Search Engine Optimization

13.1 Definition. Adit will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) if agreed to in the Marketing Agreement. Adit will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client's website.

13.2 Purpose. 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 targeted online traffic to the site.

13.3 Terms of Service. Adit's SEO Services will include:

13.3.1 Researching keywords and phrases to select appropriate, relevant search terms

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

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

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

13.3.5 Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.

13.3.6 Create traffic and ranking reports for Client on a MONTHLY basis.

13.4 Client’s Acknowledgements. Client must acknowledge the following with respect to SEO services:

13.4.1 All fees, services, documents, recommendations, and reports are confidential.

13.4.2 Adit has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

13.4.3 Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Adit does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

13.4.4 Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will appear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Adit will re-optimize the website/page based on the current policies of the search engine in question.

13.4.5 Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Adit can offer a list of expedited listing services upon request.

13.4.6 Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Adit does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

14.0 Online Paid Marketing

14.1 Definition. Adit will be responsible for creating and managing the Client’s Pay-Per-Click marketing campaign (hereinafter referred to as “PPC”) on Google Adwords and Facebook Marketplace if agreed upon within the Marketing Contract.

14.2 Terms of Service.

14.2.1 Adit shall through a combination of conversations with the Client, research conducted by Adit, competitive analysis of keyword terms currently in market use and analyzing the Client’s list of desired search terms, build the PPC campaign for the Client.

14.2.2 Adit shall create such campaigns with varying advertising copy, keywords and demographic targeting based upon its research and expertise [by utilizing such PPC advertising networks and search engines as the parties shall agree].

14.2.3 Adit shall monitor and manage the Client’s PPC campaign and using a variety of Key Performance Indicators (KPIs) [adjust the account on a regular basis including associated costs.

14.2.3 Bids shall be managed and adjusted by Adit in order to maximize return on money spent. This will be done on an individual keyword level in relation to its performance.

14.3 Client’s Acknowledgements. Client must acknowledge the following with respect to Online Paid Marketing services:

14.3.1 The Client shall as soon as reasonably practicable from the date of the initial meeting between the parties, provide Adit with a list of desired search terms or provide Adit with such information as they shall reasonably request in relation to existing or previous PPC campaigns. They don’t always provide the search terms, quote often we put the list together based on the initial meeting

14.3.2 Provide in a timely manner such 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 (Input Material) via Asana.

14.3.3 Provide Adit with such administrator rights to any Third Party Resources as are necessary for Adit to supply the Services;

14.3.4 obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start and provide Adit with evidence of such license, permission or consent when requested by Adit; and

14.3.5 If Adit’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation

14.3.6 Adit shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Adit’ performance of any of its obligations;

14.3.7 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 Ads, Facebook Marketplace, and Microsoft Ad accounts will be limited to Adit personnel only. At the Client request, Adit can send monthly invoices. Also, the Client will receive access to the Google Analytics account.

15.0 Social Media Posting

15.1. Definition. Adit will establish the organization’s presence on the social media platforms as per Adit’s professional discretion by posting 2 to 3 times a week.

15.2 Client’s Acknowledgements. Client must acknowledge the following with respect to the Digital PR and Social Media Management services:

15.2.1 Client gives Adit permission to make post, change, edit, and anything else to all social media pages.

15.2.2 Attempt to get 1 to 2 positive reviews every month from their customers about their product/service on social media pages or another relevant and important review sites. Examples include: Yelp, RateMD, ZocDoc, etc. If the Client receives a negative review, the Client is responsible for responding to that review.

15.2.3 Client understands that if they do not get these reviews, then their marketing can suffer immensely.

15.3 Adit will retain the right to use any and all content created by Adit for the Client, while under contract, for the purpose of (1) providing samples of the Adit’s work or (2) instruction – including, but not limited to, presentations, lectures, webinars, and published material in any medium.

15.4 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.

16.0 Call Tracking

16.1 Call Tracking will include: Setting up Callrail (starting at $30/monthly additional for software will be billed to Client outside of this agreement by Callrail), listening to phone calls, recording conversions, and consulting on phone behavior.

16.2 Consent. The Client gives Adit consent to listen to incoming phone calls via the tracking numbers used on Callrail.

16.3 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.

17.0 Administrative

17.1 Optimization. Adit defines search engine optimization as an increase in organic search engine traffic across relevant keywords.

17.2 Reporting. Adit will provide regular reports to reflect the status of the optimization and any other contracted services. Reports contain current status of website traffic, geographic locations of visitors, top pages visited, organic traffic generated, pay per click metrics (if applicable), call tracking results (if applicable), return on investment dollars, conversion rate and other metrics. All of this data will be sent ONLY by Asana in the Reporting project.

17.3 Payment. Final payment for website must be made prior to launch, marketing payments are made in advance of monthly marketing service. All sales pursuant to the Agreement are final. Refunds, in full or in part, will not be made by Adit to the Client for any reason. If the Client elects to terminate the Agreement for any reason, the Client remains liable for all sums due under the Agreement.

17.4 Credit card. 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.

17.5 All sales final. 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.

18.0 Project Duration

18.1 Length of project. Web development project is scheduled with specific timeline, but any client delays or additional requests that extend the timeline Adit has the right to charge a project extension fee. If project extension fee is not paid and client is unresponsive, Adit reserves the right to reuse all materials created during project and seek full payment according to contracted amount. Marketing projects are for an initial (12) month term, month-to-month thereafter.

19.0 Term and Termination.

19.1 Term. The Term of this Agreement commences on the Acceptance Date as set forth in the Invoice and terminates on the termination End Date as set forth in the Invoice. The Term shall be automatically renewed for successive periods until it is terminated by either party. A new Invoice shall be generated at Adit's standard price. Such Invoice shall be governed by the Standard Terms.

19.2 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 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.

20.0 General

20.1 If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;

a) Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
b) In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.

20.2 This Agreement shall be governed by and must be construed in accordance with the laws of the state of Texas, and the Customer irrevocably submits to the exclusive jurisdiction of the courts of that State. The prevailing party will have the right to collect from the other party its reasonable attorneys’ fees, costs, and necessary disbursements incurred in enforcing or in interpreting this Agreement. The Customer acknowledges that Adit is providing Services to the Customer on a non-exclusive basis and that Adit may provide services of the same or a similar nature as the Services to any other party unless specified otherwise in signed Agreement.