Master Services Agreement

This Master Services Agreement (this “Agreement”) is entered into by and between Ketamine Lead Gen, including its owners, managers, employees, contractors, affiliates, successors, assigns, and permitted designees (“Agency”), and the client identified in any proposal, statement of work, order form, invoice, insertion order, onboarding form, electronic approval, or payment authorization (“Client”). Agency and Client may each be referred to as a “Party” and collectively as the “Parties.”

By signing, approving, accepting, or otherwise authorizing any proposal, statement of work, order form, onboarding form, invoice, payment authorization, or related service document, whether electronically, verbally, by email, by payment, by continued use of Agency’s services, or by granting Agency access to Client accounts, Client agrees to be legally bound by this Agreement.

This Agreement is intended to govern all services provided by Agency to Client unless expressly superseded by a written agreement signed by an authorized representative of Agency.

For purposes of this Agreement:

“Account Access” means login credentials, administrative access, user permissions, advertising account access, analytics access, website access, CRM access, call tracking access, hosting access, domain access, social media access, payment access, or any other technical or business access necessary for Agency to perform services.

“Advertising Platforms” means Google Ads, Meta, Facebook, Instagram, TikTok, YouTube, Microsoft Ads, LinkedIn, programmatic ad networks, call-tracking vendors, landing page platforms, CRM systems, analytics platforms, hosting providers, email systems, reputation platforms, review platforms, AI tools, automation tools, and any other third-party platform or vendor used in connection with the Services.

“Client Materials” means all content, information, claims, approvals, images, logos, trademarks, service descriptions, credentials, testimonials, reviews, clinical representations, offers, pricing, medical or legal statements, policies, patient-facing materials, compliance representations, access credentials, account information, and other materials provided, approved, owned, controlled, or supplied by Client.

“Deliverables” means final written, creative, technical, advertising, website, landing page, reporting, marketing, strategy, or other work product specifically identified as a deliverable in an applicable SOW and fully paid for by Client.

“Effective Date” means the earliest date on which Client accepts an SOW, signs a proposal, approves work, submits payment, authorizes Agency to begin work, grants Account Access, or otherwise manifests assent to the engagement.

“Fees” means all retainers, management fees, setup fees, consulting fees, project fees, minimum monthly fees, recurring fees, platform fees, pass-through costs, vendor costs, ad management fees, late fees, collection costs, attorneys’ fees, accelerated fees, expenses, and any other amounts due to Agency.

“Initial Term” means the non-cancelable initial commitment period stated in an SOW. If no different term is stated in an SOW, the Initial Term shall be six (6) months.

“Services” means all marketing, advertising, consulting, lead generation, strategy, website, landing page, content, SEO, analytics, reputation, CRM, funnel, creative, tracking, campaign management, account management, platform management, reporting, consulting, advisory, and related services provided or arranged by Agency.

“SOW” means any proposal, statement of work, order form, pricing sheet, insertion order, onboarding document, invoice, email approval, electronic approval, service description, or other writing that describes Services, Fees, timelines, campaign terms, deliverables, or commercial terms.

“Work Product” means all drafts, concepts, strategies, systems, templates, methods, workflows, campaigns, account structures, keyword lists, ad structures, targeting methods, funnels, scripts, automation, reports, code, creative, copy, designs, landing pages, tracking configurations, analytics configurations, and other work created, used, modified, recommended, or provided by Agency.

2.1 Master Agreement. This Agreement governs all Services provided by Agency to Client, including all Services described in any current or future SOW.

2.2 SOWs Incorporated. Each SOW is incorporated into this Agreement by reference. Client is bound by this Agreement whether Client accepts an SOW by signature, electronic approval, written approval, email approval, verbal authorization followed by performance, payment, continued use of Services, or any other conduct indicating acceptance.

2.3 Order of Precedence. In the event of conflict among documents, the following order shall control unless Agency expressly states otherwise in writing: (a) this Agreement; (b) the applicable SOW; (c) approved Change Orders; (d) invoices; and (e) any other communications or materials. No Client purchase order, vendor onboarding form, procurement term, payment portal term, or similar Client document shall modify this Agreement unless signed by Agency.

2.4 No Obligation Outside SOW. Agency is not obligated to perform any service, deliverable, revision, consulting, support, reporting, technical work, compliance work, or platform work not expressly included in an active SOW.

2.5 Marketing Services Only. Agency is a marketing and lead generation provider. Agency does not provide legal, medical, clinical, regulatory, accounting, tax, financial, credentialing, licensure, or healthcare compliance advice. Client remains solely responsible for all business, medical, clinical, legal, ethical, regulatory, and advertising compliance obligations.

3.1 Initial Term. Unless otherwise stated in an SOW, the engagement begins on the Effective Date and continues for a strict, binding, non-cancelable Initial Term of six (6) months.

3.2 Material Inducement. Client acknowledges that the Initial Term is a material inducement for Agency to accept the engagement, allocate personnel, reserve capacity, develop campaigns, perform setup work, incur opportunity costs, and begin Services.

3.3 No Termination for Convenience During Initial Term. Client may not terminate, cancel, pause, suspend, downgrade, reduce, or materially limit the Services, Fees, or payment obligations during the Initial Term except as expressly permitted in this Agreement and approved by Agency in writing.

3.4 Renewal After Initial Term. After the Initial Term, Services shall continue on a month-to-month basis unless a different renewal term is stated in an SOW or unless either Party terminates in accordance with this Agreement.

3.5 Continuing Obligations. Payment, confidentiality, intellectual property, non-solicitation, indemnity, limitations of liability, dispute resolution, collection rights, ownership, restrictive covenants, audit rights, and all provisions that by their nature should survive shall survive expiration or termination.

4.1 Services Provided. Agency shall provide the Services described in the applicable SOW. Services may include, as applicable, advertising management, lead generation strategy, campaign management, landing page strategy, website support, funnel development, tracking setup, analytics review, content strategy, SEO support, CRM recommendations, call tracking coordination, reputation strategy, consulting, and related marketing services.

4.2 Professional Judgment. Agency shall determine the manner, method, timing, sequencing, staffing, strategy, platforms, vendors, and technical approach for providing Services, subject to the applicable SOW.

4.3 No Exclusivity Unless Stated. Unless expressly stated in an SOW, Agency may provide services to other businesses, including businesses in similar or competing industries or geographic areas.

4.4 Agency Discretion. Agency may revise, pause, rotate, test, change, remove, replace, or discontinue strategies, campaigns, content, targeting, creative, or tactics when Agency believes such changes are appropriate, commercially reasonable, necessary, or advisable.

4.5 No Emergency Services. Agency does not provide emergency support, crisis response, patient support, medical triage, legal response, or urgent compliance intervention. Client is solely responsible for responding to patients, regulators, platforms, legal claims, clinical matters, emergencies, and time-sensitive operational issues.

5.1 Out-of-Scope Work. Any Services not expressly described in the applicable SOW are out of scope and may require a separate SOW, Change Order, written approval, or additional Fees.

5.2 Examples of Out-of-Scope Work. Out-of-scope work may include, without limitation, new websites, major website redesigns, additional landing pages, new campaigns, additional service lines, new locations, extra reporting, additional CRM integrations, compliance review, medical copy review, extensive revisions, platform appeals, account recovery, domain recovery, reputation crisis work, legal coordination, patient communication work, photography, video, advanced automation, custom software, third-party API integrations, or urgent turnaround requests.

5.3 Change Approval. A Change Order may be approved by signature, email, text, payment, electronic approval, or other written confirmation. Agency may require prepayment before beginning any out-of-scope work.

5.4 No Waiver by Performance. If Agency performs out-of-scope work without a formal Change Order, such performance shall not waive Agency’s right to charge for such work or to decline similar work in the future.

6.1 Cooperation. Client shall timely provide all cooperation, approvals, information, access, assets, credentials, content, instructions, feedback, approvals, medical representations, claims substantiation, legal approvals, and business decisions reasonably requested by Agency.

6.2 Timely Approvals. Client shall review and approve or reject requests, deliverables, copy, creative, campaign materials, reports, tracking items, platform requests, and account changes within five (5) business days unless a different review period is stated in writing.

6.3 Account Access. Client shall provide and maintain Account Access necessary for Agency to perform Services. Client shall not revoke, restrict, alter, downgrade, or interfere with Agency’s Account Access without Agency’s prior written consent.

6.4 Accuracy. Client is solely responsible for the truth, accuracy, completeness, legality, compliance, and substantiation of all Client Materials, approvals, clinical claims, medical representations, pricing, testimonials, credentials, licensing statements, business claims, and service descriptions.

6.5 Regulated Industry Responsibilities. Client acknowledges that ketamine, mental health, medical, wellness, peptide, TMS, MeRT, IV therapy, and related services may be subject to heightened legal, medical, platform, advertising, licensing, and regulatory scrutiny. Client is solely responsible for ensuring that Client’s business, services, claims, offers, advertising, intake process, patient communications, and operations comply with all applicable laws, regulations, board rules, licensing requirements, professional rules, payer rules, privacy rules, telehealth rules, advertising rules, and platform policies.

6.6 Compliance Review. Client is solely responsible for obtaining review and approval from Client’s legal counsel, compliance team, licensed medical professionals, privacy officer, regulatory advisors, and any other required professionals before approving or using marketing materials.

6.7 No Reliance on Agency for Compliance. Client shall not rely on Agency to determine whether Client’s materials, claims, services, offers, pricing, forms, patient flows, intake scripts, testimonials, reviews, or advertising practices are lawful, medically appropriate, clinically accurate, or compliant.

6.8 Client Delays. Delays by Client, including delayed approvals, missing access, incomplete onboarding, failure to provide materials, internal indecision, revoked access, failure to fund ad spend, or lack of responsiveness, shall not delay, reduce, pause, waive, or excuse Client’s payment obligations.

6.9 No Interference. Client shall not make changes to campaigns, tracking, websites, landing pages, ad accounts, pixels, analytics, CRM workflows, or related systems managed by Agency without prior notice to Agency. Client assumes all risk for unauthorized changes.

6.10 Authorization to Act. Client authorizes Agency to access Client accounts, communicate with vendors, configure systems, submit campaigns, manage advertising accounts, make strategic decisions, and take actions reasonably related to the Services.

Client represents and warrants that:

(a) Client has full power and authority to enter into this Agreement;

(b) the person accepting this Agreement has authority to bind Client;

(c) Client’s business is duly licensed, authorized, and legally permitted to offer its services;

(d) Client and its providers hold all required licenses, registrations, permits, certifications, insurance, and professional approvals;

(e) Client Materials are accurate, lawful, non-infringing, properly authorized, and compliant;

(f) Client has all rights necessary to provide Client Materials to Agency and authorize their use;

(g) Client will not request that Agency engage in unlawful, deceptive, misleading, unethical, non-compliant, or platform-prohibited conduct;

(h) Client will comply with all applicable laws, regulations, platform policies, privacy requirements, advertising rules, healthcare rules, professional rules, and industry standards;

(i) Client will maintain sufficient funds and valid payment methods to satisfy all Fees;

(j) Client will promptly notify Agency of any legal, regulatory, licensing, platform, patient, reputational, or operational issue that could affect the Services; and

(k) Client will not use Agency’s Services, Work Product, or Deliverables for unlawful, fraudulent, deceptive, misleading, infringing, or unauthorized purposes.

8.1 Fees. Client shall pay all Fees stated in the applicable SOW, invoice, payment schedule, or approved Change Order.

8.2 Due Date. Unless otherwise stated in an SOW or invoice, all invoices are due within five (5) business days of issuance.

8.3 Recurring Billing. Recurring Fees are billed in advance and are due whether or not Client uses, delays, pauses, limits, funds, or benefits from the Services.

8.4 Absolute Payment Obligation. Client’s payment obligations are absolute, unconditional, non-cancelable, and not contingent upon leads, results, revenue, profitability, ad spend, platform approvals, account status, patient volume, funding, financing, internal approvals, insurance reimbursement, business performance, or Client satisfaction.

8.5 No Setoff. Client shall not withhold, offset, charge back, claw back, delay, or reduce payment based on any dispute, alleged breach, performance concern, platform issue, lead quality concern, business downturn, operational issue, or other claim.

8.6 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, excise, transaction, gross receipts, value-added, or similar taxes, excluding taxes based on Agency’s net income.

8.7 No Refunds. All Fees are earned when due and are non-refundable except as expressly required by law or expressly agreed to by Agency in a signed writing.

8.8 Allocation of Payments. Agency may apply payments to any outstanding amounts in any order, including late fees, expenses, interest, collection costs, attorneys’ fees, oldest invoices, accelerated balances, or current invoices.

9.1 Minimum Fees. Client shall pay the minimum monthly Fees stated in the SOW regardless of ad spend, lead volume, platform approvals, campaign activity, Client delays, Account Access issues, paused campaigns, internal business changes, or any other circumstance not caused solely by Agency’s uncured material breach.

9.2 No Reduction for Reduced Activity. Reducing ad spend, delaying approvals, pausing operations, restricting access, changing business priorities, closing locations, changing providers, reducing budget, or requesting less activity does not reduce or eliminate minimum monthly Fees.

9.3 Capacity Reservation. Client acknowledges that recurring Fees compensate Agency for strategy, availability, capacity reservation, management, monitoring, systems, experience, opportunity cost, and work performed over time, not solely for discrete tasks or deliverables.

10.1 Authorization. Client authorizes Agency and its payment processors to charge, debit, or otherwise collect from any payment method provided by Client, including ACH, credit card, debit card, bank account, wire authorization, or other payment method, for all amounts due under this Agreement.

10.2 Amounts Covered. This authorization includes recurring Fees, setup Fees, project Fees, expenses, ad spend reimbursements, vendor costs, late fees, interest, collection costs, attorneys’ fees, accelerated balances, unpaid invoices, and any other amounts owed.

10.3 Continuing Authorization. This authorization remains in effect until all amounts owed to Agency are paid in full, regardless of termination, expiration, pause, dispute, account closure, revoked access, or Client’s attempted cancellation.

10.4 Retries and Alternate Methods. If a payment fails, Agency may retry the charge, split charges, use alternate payment methods on file, issue immediate invoices, or require certified funds, wire transfer, cashier’s check, or other guaranteed payment.

10.5 Payment Method Maintenance. Client shall maintain at least one valid payment method on file at all times and shall promptly update payment information upon request.

10.6 Chargebacks. Any chargeback, payment reversal, stop payment, unauthorized dispute, ACH return, card dispute, or processor dispute by Client constitutes a material breach unless caused solely by Agency’s proven billing error. Client shall reimburse Agency for all chargeback fees, return fees, processor fees, collection costs, attorneys’ fees, and related damages.

11.1 Payment Failure. Payment failure occurs when any invoice, recurring charge, ACH debit, credit card charge, reimbursement, expense, or other amount due is not paid when due.

11.2 Immediate Remedies. Upon payment failure, Agency may, without notice and without liability: (a) retry payment; (b) charge alternate payment methods; (c) suspend Services; (d) withhold Deliverables; (e) revoke access to Agency-owned systems; (f) pause campaigns; (g) stop work; (h) require prepayment; (i) accelerate amounts due; and (j) pursue any other remedy.

11.3 Cure Period. If payment remains unresolved for three (3) business days after due date or failed charge, Client shall be in material breach.

11.4 Acceleration. Upon Client’s material breach, attempted early termination, payment default, chargeback, revoked access, non-cooperation, repudiation, or other default, all remaining Fees due for the Initial Term or then-current renewal term shall immediately accelerate and become due and payable.

11.5 Liquidated Damages. The Parties agree that accelerated Fees are a reasonable estimate of Agency’s damages, including reserved capacity, lost opportunity, onboarding effort, setup work, strategic work, administrative burden, and lost revenue, and are not a penalty.

11.6 No Waiver. Agency’s decision to continue providing Services after late payment, partial payment, or default shall not waive any rights or remedies.

12.1 Late Fees and Interest. Past due amounts accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower.

12.2 Collection Costs. Client shall pay all costs of collection and enforcement, including attorneys’ fees, court costs, arbitration costs, collection agency fees, expert fees, filing fees, investigation costs, skip-tracing costs, processor fees, and internal administrative costs.

12.3 Returned Payments. Client shall reimburse Agency for any bank fees, ACH return fees, card fees, chargeback fees, insufficient funds fees, or processor fees resulting from failed or disputed payments.

12.4 Collections Communication. Agency may contact Client, Client’s owners, guarantors, billing contacts, authorized representatives, and payment contacts regarding unpaid amounts.

13.1 Client Responsibility. Client is solely responsible for all ad spend, media spend, platform charges, vendor costs, software costs, hosting costs, call tracking costs, CRM costs, data costs, domain costs, email costs, stock assets, third-party tools, and other third-party expenses.

13.2 Direct Billing Preferred. Unless otherwise agreed, Client shall pay Advertising Platforms and third-party vendors directly.

13.3 Agency Advances. Agency is not required to advance funds. If Agency advances or incurs any third-party costs on Client’s behalf, Client shall reimburse Agency immediately upon invoice.

13.4 No Responsibility for Platform Billing. Agency is not responsible for billing errors, overcharges, failed charges, declined charges, account balances, payment method issues, refunds, credits, spend caps, invoices, taxes, or disputes involving Advertising Platforms or third-party vendors.

13.5 Ad Spend Changes. Client shall not materially reduce, pause, withhold, or redirect ad spend in a way that impairs Agency’s ability to perform Services without Agency’s prior written approval. Any such action shall not reduce Agency Fees.

14.1 Notice Required. Client must provide at least thirty (30) days’ written notice before pausing, materially reducing, or suspending ad spend or campaign activity.

14.2 Fees During Notice Period. Full Fees remain due during the notice period.

14.3 Pause Retainer. If Agency agrees in writing to pause Services after the notice period, Client shall pay a pause retainer equal to fifty percent (50%) of the monthly recurring Fee unless the SOW states a different amount.

14.4 Pause Conditions. During any approved pause, Agency may limit Services to account preservation, strategic availability, light monitoring, reporting, and reactivation planning. Agency is not obligated to perform full campaign management during a pause.

14.5 Reactivation Fees. Agency may charge reactivation, rebuild, relaunch, or setup Fees if campaigns, accounts, tracking, landing pages, platform approvals, creative, or strategy must be rebuilt or materially updated after a pause.

15.1 Suspension Rights. Agency may suspend Services immediately, without liability, if Client fails to pay, breaches this Agreement, delays performance, fails to provide access, creates legal or compliance risk, misuses Services, disputes charges, revokes access, requests unlawful conduct, or otherwise interferes with Agency’s work.

15.2 Payment During Suspension. Fees continue to accrue during any suspension caused by Client.

15.3 No Liability. Agency is not liable for any loss, delay, account impact, missed opportunity, lead reduction, revenue loss, ranking decline, platform issue, campaign disruption, or business harm resulting from suspension.

15.4 Reinstatement. Agency may require payment in full, deposits, prepayment, updated payment authorization, revised SOW terms, additional Fees, or written assurances before reinstating Services.

16.1 Approval Period. Deliverables, campaigns, copy, creative, strategy, website updates, landing pages, reports, and other work submitted for review are deemed approved unless Client provides specific written rejection within five (5) business days.

16.2 Specific Rejections. Rejections must identify specific issues and requested changes. General dissatisfaction, subjective preference, internal disagreement, or lack of business results does not constitute valid rejection.

16.3 Revisions. Agency will provide revisions only as expressly stated in the applicable SOW. Additional revisions are out of scope and may incur additional Fees.

16.4 Deemed Authorization. Client’s approval, payment, publication, use, failure to object, or request to proceed constitutes authorization for Agency to use, publish, submit, or implement the approved materials.

17.1 No Guaranteed Results. Agency does not guarantee leads, calls, booked appointments, revenue, ROI, profitability, ranking positions, conversion rates, account approvals, ad approvals, platform access, cost per lead, patient volume, clinical outcomes, public perception, or any specific business result.

17.2 Variables Outside Agency Control. Client acknowledges that results depend on many factors outside Agency’s control, including Client’s reputation, location, pricing, provider availability, intake process, sales process, follow-up speed, phone handling, patient experience, reviews, competition, market demand, platform algorithms, ad policies, economic conditions, legal environment, medical claims, compliance restrictions, and Client operations.

17.3 Marketing Risk. Client assumes the risk that marketing campaigns may not produce desired results and that advertising platforms may reject, restrict, suspend, disapprove, limit, or penalize campaigns or accounts.

17.4 No Warranty. Services, Work Product, Deliverables, recommendations, and reports are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted service, or error-free operation.

18.1 Platform Risk. Client acknowledges that Advertising Platforms are controlled by third parties and may change policies, algorithms, approvals, billing, targeting, reporting, access, account status, or functionality at any time.

18.2 No Responsibility for Platform Actions. Agency is not responsible for disapprovals, suspensions, bans, restrictions, account closures, billing errors, outages, policy changes, reduced delivery, learning phases, tracking issues, review delays, verification requirements, healthcare policy restrictions, restricted drug term policies, or other third-party actions.

18.3 Fees Remain Due. Agency Fees remain due regardless of third-party platform issues, delays, suspensions, disapprovals, outages, billing problems, or policy restrictions.

18.4 Appeals and Recovery. Platform appeals, account recovery, verification, compliance submissions, documentation preparation, or rebuilding work are not included unless expressly stated in an SOW and may require additional Fees.

18.5 Third-Party Terms. Client is solely responsible for complying with all applicable third-party terms, policies, billing rules, advertising policies, healthcare policies, privacy policies, and account requirements.

19.1 Client Responsibility. Client is solely responsible for compliance with all laws, regulations, rules, and guidance applicable to Client’s business, including healthcare advertising, medical board rules, professional licensing rules, telehealth laws, patient privacy laws, HIPAA where applicable, FTC advertising principles, FDA-related claims rules where applicable, state unfair competition laws, testimonials and endorsement rules, controlled substance rules, corporate practice of medicine rules, fee-splitting rules, anti-kickback rules, Stark-related concerns where applicable, and platform advertising policies.

19.2 Clinical Claims. Client is solely responsible for ensuring that all claims regarding ketamine, ketamine infusion therapy, ketamine-assisted therapy, mental health treatment, chronic pain treatment, TMS, MeRT, IV therapy, peptides, wellness services, or any other service are truthful, accurate, properly substantiated, not misleading, medically appropriate, and legally compliant.

19.3 Patient Communications. Client is solely responsible for all patient intake, medical screening, informed consent, patient communications, clinical documentation, prescriptions, treatment protocols, adverse event response, emergency procedures, and provider-patient relationships.

19.4 No Agency Practice of Medicine. Agency does not practice medicine, make clinical decisions, recommend treatment to patients, diagnose conditions, prescribe medication, provide medical advice, or determine medical necessity.

19.5 Required Review. Client shall ensure that qualified legal, compliance, and clinical professionals review and approve all regulated, clinical, medical, advertising, testimonial, privacy, or patient-facing materials before use.

20.1 No PHI Unless Agreed. Client shall not provide Agency with protected health information, patient records, patient lists, medical histories, treatment notes, or other sensitive health information unless the Parties have entered into a separate Business Associate Agreement when legally required.

20.2 Client Systems. Client is responsible for configuring and operating its own HIPAA-compliant systems, forms, CRMs, communication tools, call tracking, email, SMS, website forms, scheduling systems, analytics, and patient intake workflows.

20.3 Reasonable Safeguards. Where Agency handles confidential business information or limited marketing data, Agency will use commercially reasonable safeguards appropriate to the nature of the Services.

20.4 No Guarantee of Security. Agency does not guarantee that any website, landing page, form, tracking tool, CRM, call tracking system, email system, ad platform, analytics tool, or third-party vendor is secure, compliant, uninterrupted, or free from unauthorized access.

20.5 Data Loss. Client is responsible for maintaining backups and records of Client data. Agency is not liable for data loss, deletion, corruption, or loss of access except to the extent caused by Agency’s willful misconduct.

21.1 Client Materials. Client retains ownership of Client Materials. Client grants Agency a worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, publish, display, distribute, submit, and create derivative works from Client Materials as necessary or useful to perform Services.

21.2 Final Deliverables. Subject to full payment of all amounts owed, Agency assigns to Client Agency’s ownership interest, if any, in final Deliverables expressly identified in an SOW as Client-owned final deliverables, excluding Agency Property.

21.3 Agency Property. Agency retains all right, title, and interest in and to Agency’s pre-existing materials, know-how, methods, systems, strategies, frameworks, templates, processes, workflows, account structures, campaign structures, keyword research methods, targeting methods, negative keyword structures, scripts, automation, prompts, code, software, dashboards, reports, internal documents, training materials, SOPs, vendor relationships, pricing models, business methods, data models, trade secrets, and other proprietary property (“Agency Property”).

21.4 No Transfer Until Paid. No rights in any Deliverables transfer to Client until Client has paid all amounts owed to Agency in full.

21.5 Limited License During Term. During the term and subject to full compliance with this Agreement, Agency grants Client a limited, revocable, non-exclusive, non-transferable license to use applicable Work Product solely for Client’s own business in connection with the Services.

21.6 Post-Termination Use. Upon termination, expiration, default, or non-payment, Client shall immediately stop using Agency Property, unpaid Deliverables, drafts, strategies, confidential materials, systems, and any Work Product not fully assigned to Client.

21.7 Portfolio Rights. Unless Client requests otherwise in writing and Agency agrees, Agency may reference Client’s name, logo, general description, and non-confidential results in Agency’s portfolio, proposals, sales materials, case studies, website, and marketing materials. Agency will not intentionally disclose Client’s confidential information in such use.

21.8 Account Structures. Advertising account structures, campaign builds, keyword lists, ad structures, tracking configurations, and strategic systems created by Agency may include Agency Property. Client shall not copy, reverse engineer, export, replicate, disclose, or transfer Agency Property to another agency or competitor.

22.1 Confidential Information. Confidential Information includes all non-public business, technical, financial, strategic, marketing, operational, customer, pricing, vendor, account, campaign, method, software, reporting, and proprietary information disclosed by either Party.

22.2 Obligations. Each Party shall use Confidential Information only for purposes of this Agreement and shall protect it using at least reasonable care.

22.3 Exclusions. Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party.

22.4 Required Disclosure. A Party may disclose Confidential Information if required by law, court order, subpoena, arbitration, regulator, or legal process, provided that, where legally permitted, the Party gives reasonable notice.

22.5 Injunctive Relief. Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm, and the non-breaching Party may seek injunctive relief in addition to other remedies.

23.1 Non-Solicitation of Personnel. During the term and for two (2) years thereafter, Client shall not directly or indirectly solicit, recruit, hire, contract with, employ, retain, or attempt to hire or retain any employee, contractor, vendor, consultant, strategist, media buyer, developer, designer, copywriter, partner, or representative of Agency without Agency’s prior written consent.

23.2 Liquidated Damages for Personnel Solicitation. If Client breaches this section, Client shall pay Agency liquidated damages equal to the greater of: (a) one hundred percent (100%) of the individual’s annualized compensation or projected annual contractor payments; or (b) fifty thousand dollars ($50,000), plus attorneys’ fees and enforcement costs.

23.3 Non-Circumvention. Client shall not bypass Agency to directly engage Agency-introduced vendors, contractors, media buyers, developers, strategists, copywriters, consultants, affiliates, referral partners, or proprietary resources for substantially similar services during the term and for two (2) years thereafter.

24.1 Non-Disparagement. Client shall not make, publish, encourage, assist, or cause any false, misleading, defamatory, malicious, or materially damaging statement, review, post, complaint, publication, or communication about Agency, its owners, employees, contractors, affiliates, Services, or business.

24.2 Permitted Communications. Nothing in this Agreement prohibits truthful statements required by law, made in legal proceedings, made to regulators, or protected by applicable law.

24.3 Remedies. Breach of this section may cause irreparable harm. Agency may seek injunctive relief, damages, removal or correction of improper statements, attorneys’ fees, and any other available remedy.

25.1 Client Indemnity. Client shall defend, indemnify, and hold harmless Agency and its owners, officers, employees, contractors, affiliates, vendors, successors, and assigns from and against all claims, demands, actions, investigations, damages, losses, liabilities, penalties, fines, settlements, judgments, costs, and expenses, including attorneys’ fees, arising out of or related to:

(a) Client Materials;

(b) Client’s business, services, products, claims, offers, pricing, operations, providers, licenses, clinical services, or patient relationships;

(c) Client’s breach of this Agreement;

(d) Client’s violation of law, regulation, professional rule, platform policy, privacy obligation, advertising rule, or third-party right;

(e) Client’s medical, clinical, healthcare, wellness, peptide, ketamine, TMS, MeRT, IV therapy, mental health, chronic pain, or related services;

(f) Client’s approvals, instructions, representations, testimonials, reviews, before-and-after claims, clinical claims, or substantiation;

(g) Client’s failure to obtain legal, compliance, or clinical review;

(h) Client’s use or misuse of Services, Deliverables, Work Product, websites, ads, leads, calls, forms, data, or reports;

(i) third-party platform actions resulting from Client’s business, claims, content, services, or account history;

(j) patient claims, regulatory claims, licensing claims, privacy claims, advertising claims, or consumer protection claims involving Client;

(k) Client’s payment disputes, chargebacks, or failure to pay vendors; or

(l) any allegation that Client Materials infringe, misappropriate, defame, violate privacy rights, or violate publicity rights.

25.2 Control of Defense. Agency may participate in the defense with counsel of its choice at Client’s expense. Client shall not settle any claim in a manner that imposes liability, admission, obligation, restriction, or payment on Agency without Agency’s prior written consent.

25.3 No Limitation. Client’s indemnification obligations are not limited by any limitation of liability in this Agreement.

26.1 Liability Cap. To the maximum extent permitted by law, Agency’s total aggregate liability arising out of or relating to this Agreement, the Services, any SOW, Deliverables, Work Product, or the relationship between the Parties shall not exceed the Fees actually paid by Client to Agency for the specific Services giving rise to the claim during the one (1) month immediately preceding the event giving rise to the claim.

26.2 Excluded Damages. Agency shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, enhanced, or lost-profit damages, including lost revenue, lost leads, lost patients, lost business, lost goodwill, lost data, lost rankings, increased advertising costs, reputational harm, platform restrictions, account suspensions, or business interruption, even if advised of the possibility of such damages.

26.3 Essential Basis. Client acknowledges that the Fees reflect the allocation of risk in this Agreement and that Agency would not enter into this Agreement without these limitations.

26.4 Exceptions. Some jurisdictions may not allow certain limitations. In such case, limitations shall apply to the maximum extent permitted by law.

27.1 Termination After Initial Term. After the Initial Term, either Party may terminate month-to-month Services by providing at least thirty (30) days’ written notice, unless the applicable SOW requires a longer notice period.

27.2 Fees During Notice Period. Full Fees remain due during the notice period, whether or not Client uses the Services.

27.3 No Early Termination. Any attempted termination, cancellation, revocation, chargeback, refusal to pay, access revocation, campaign shutdown, or material reduction of Services during the Initial Term constitutes material breach unless approved by Agency in writing.

27.4 Termination for Cause by Agency. Agency may terminate this Agreement or any SOW immediately upon Client’s payment default, chargeback, breach, unlawful request, compliance risk, reputational risk, non-cooperation, abusive conduct, harassment, platform risk, revoked access, insolvency, or any conduct Agency reasonably determines may expose Agency to legal, financial, operational, regulatory, or reputational harm.

27.5 Effect of Termination. Upon termination or expiration: (a) all unpaid Fees become immediately due; (b) accelerated Fees apply where permitted by this Agreement; (c) Agency may stop Services; (d) Agency may withhold unpaid Deliverables; (e) Client shall stop using Agency Property; (f) Client shall pay all expenses and third-party costs; and (g) all surviving provisions remain in effect.

27.6 Constructive Termination. Client delays, non-responsiveness, access revocation, failure to fund ad spend, failure to approve work, or failure to provide required materials for more than thirty (30) days shall constitute constructive termination and material breach, triggering Agency’s payment and acceleration rights.

28.1 Grant of Security Interest. To secure the prompt payment and performance of all obligations owed to Agency, including Fees, expenses, accelerated balances, interest, collection costs, attorneys’ fees, indemnity obligations, and any other amounts due under this Agreement or any SOW, Client grants Agency a continuing security interest, to the extent permitted by applicable law, in Client’s right, title, and interest in the following collateral: accounts, accounts receivable, payment intangibles, general intangibles, contract rights, rights to payment, cash proceeds, deposit accounts to the extent permitted by law, marketing assets, advertising assets, campaign assets, lead-generation assets, website assets, landing page assets, domain-related rights, digital advertising account rights, and proceeds of the foregoing, whether now existing or later acquired.

28.2 Purpose of Security Interest. The security interest granted in this Agreement is intended to secure Client’s payment and performance obligations and to provide Agency with additional remedies in the event of Client’s default. Nothing in this section limits Agency’s right to pursue ordinary collection remedies, contract damages, injunctive relief, arbitration, litigation where permitted, personal guarantee enforcement, or any other remedy available under this Agreement or applicable law.

28.3 UCC Filings. Client authorizes Agency to prepare, execute as Client’s authorized representative where legally permitted, file, amend, continue, and terminate UCC-1 financing statements and related filings identifying the collateral described in this Agreement. Client agrees that Agency may file such financing statements without Client’s additional signature to the extent permitted by applicable law.

28.4 Further Assurances. Client shall promptly execute and deliver any documents, authorizations, control agreements, account information, collateral descriptions, amendments, continuations, or other instruments reasonably requested by Agency to evidence, perfect, maintain, protect, or enforce Agency’s security interest.

28.5 Default Remedies. Upon Client’s default, Agency may exercise all rights and remedies of a secured party under applicable law, including the Uniform Commercial Code as adopted in the applicable jurisdiction, together with all rights and remedies available under this Agreement. Such remedies may include, to the extent permitted by law, notifying account debtors or payment obligors, collecting receivables directly, applying proceeds to amounts owed, taking possession or control of collateral, disabling or withholding access to unpaid Agency Property, and enforcing rights in proceeds of collateral.

28.6 Application of Proceeds. Agency may apply any amounts collected through enforcement of its security interest first to enforcement costs, attorneys’ fees, collection costs, interest, late fees, expenses, unpaid invoices, accelerated balances, and then to any remaining obligations, in any order Agency determines unless otherwise required by law.

28.7 No Duty to Act. Agency is not obligated to file a UCC financing statement, perfect any security interest, collect receivables, pursue collateral, or exercise secured-party remedies. Agency’s failure to do so shall not waive any rights or remedies.

28.8 Subordination or Release. Agency may, in its sole discretion, agree to subordinate, limit, or release its security interest, but only in a written instrument signed by Agency. No oral statement, email discussion, delayed filing, partial payment, or continued performance shall constitute a release or waiver of Agency’s security interest.

28.9 Legal Limitations. This section shall apply only to the maximum extent permitted by applicable law. If any portion of this security interest or enforcement mechanism is held invalid, overbroad, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder shall remain in effect.