Terms of Service

BrandKlout, Inc. provides recurring services month-to-month with no long-term commitment. Our 60-day confidence guarantee covers recurring monthly service and management fees, and one-time fees for returnable deliverables such as a website if Customer returns the deliverable, less the disclosed 2.99% card processing fee and any actual refund-specific fees. Advertising spend, outside vendor charges, and one-time fees for services that cannot be returned are not covered. The provisions below explain the services, cancellation, refund process, and each party’s responsibilities.

1. Agreement and service provider

These Terms of Service govern the business marketing, website, advertising, software, and related services identified in a signed proposal, service order, statement of work, or electronically accepted order that incorporates these Terms (the Order). The service provider is BrandKlout, Inc., a Delaware corporation (BrandKlout), also referred to as we, us, or our. Each Order must identify BrandKlout, Inc. as the contracting service provider. The customer identified in the Order is Customer, referred to as you or your.

The Order, these Terms, agreed service descriptions, and any expressly incorporated Business Associate Addendum (BAA) form the Agreement. An Order issued or approved as an offer by an authorized BrandKlout representative binds BrandKlout when Customer signs or affirmatively accepts it. That single acceptance also accepts the identified Terms and BAA versions made available by link or copy before acceptance. No separate BAA signature or BrandKlout countersignature is required unless expressly agreed. The signer represents authority to bind the Customer legal entity and authorize the stated charges. Merely visiting our website does not enroll you in paid services or form a BAA. Customer represents that it is a business or professional entity purchasing the services for business purposes and not for personal, family, or household use.

A BAA or data processing agreement accepted through the Order or another lawful written or electronic agreement controls for matters within its scope. Any separately accepted BAA remains controlling unless expressly replaced by agreement. A mutually accepted amendment controls over the provisions it expressly changes. The Order controls the purchased scope, prices, project payment schedule, and specifically agreed market protection. These Terms otherwise control. An Order cannot impose a minimum term for recurring services or reduce the 60-day guarantee in Section 4. The recurring service relationship remains month-to-month.

2. Services scope and client cooperation

We will provide the purchased services with reasonable care and professional skill. The Order may identify a named service package and incorporate its description by a versioned link or copy provided before acceptance. The Order and that agreed description define included deliverables, channels, locations, quantities, support, and features. Illustrations, roadmap phases, sample dashboards, and general descriptions of our capabilities do not add purchased deliverables. Any launch date or implementation schedule is an estimate unless expressly designated as a binding deadline in the Order.

You will provide accurate business information, licensed materials, necessary account access, required consents, a designated decision maker, and timely reviews and approvals. You are responsible for your clinical services, patient communications, scheduling, staffing, lead follow-up, treatment acceptance, billing, and collections. Delays or changes caused by missing inputs, unavailable access, third parties, or your requested revisions may reasonably extend delivery dates. We will identify material delays and their effect. These cooperation duties do not add performance hurdles or conditions to the no-questions-asked guarantee.

Work outside the Order, including extra locations, redesigns, custom integrations, migrations, extensive revisions, photography, video production, urgent work, and accessibility audits, requires an approved change order with the added price and timing before we charge for it. Routine support is included only to the extent described in the Order. No rush fee or resource surcharge applies unless disclosed and accepted before the charge.

3. Month to month services and cancellation

Recurring services renew for one monthly service period at a time. There is no minimum commitment, 12-month requirement, or early termination penalty for recurring services. The Order identifies the initial service date, renewal date, and monthly charges. Renewal ordinarily occurs on the same calendar date each month, or the last day of a month without that date.

You may cancel any or all recurring services by sending a clear cancellation request to [email protected] or the cancellation address stated in your Order. Identify your business and the services you want to cancel. Any online cancellation method we provide is also available. A request received before the next renewal prevents that renewal and future recurring charges for the canceled services. No five-business-day advance notice, mandatory phone call, survey, or retention conversation is required. A reasonable identity check may protect your account, but it will not delay the effective time of a clear request from an authorized contact.

Unless you request an earlier stop, cancellation takes effect at the end of the current paid service period. An earlier stop ordinarily does not create a prorated refund outside Section 4, a written promise in the Agreement, or a legal requirement. We will confirm the effective date within two business days. Failure to send a confirmation does not invalidate a timely cancellation. Any recurring charge made for a renewal after a timely cancellation will be refunded.

A request to stop advertising promptly is distinct from a request to end management services. You may do both in the same message. We will initiate a requested advertising pause as promptly as reasonably possible, ordinarily within one business day after receipt, and tell you about any platform delay. Charges incurred before a pause takes effect remain subject to the approved budget and platform billing rules. We will not intentionally continue campaigns beyond the end of the canceled management period without your written instruction.

Cancellation does not erase charges already earned or commitments you separately approved, but it does not automatically accelerate future project installments. Fixed-price project and third-party obligations are addressed in Sections 5 and 6.

4. The 60 day confidence guarantee

If we have not earned your confidence in the first 60 calendar days, ask for your money back, less Applicable Transaction Fees as defined in Section 5. No questions asked. This is a satisfaction-based refund promise for recurring monthly service and management fees, including recurring advertising management fees. It also covers one-time BrandKlout fees for returnable deliverables, such as a website, design, or custom content, if Customer returns the deliverable as described in this Section. Customer bears the Applicable Transaction Fees described in Section 5. The guarantee is not a promise of a particular number of patients, rankings, leads, revenue, or return on advertising spend.

The Guarantee Start Date is the later of the date your initial recurring service period begins and the date we receive your first recurring service payment. It cannot precede the date we begin onboarding or recurring service work. The Guarantee Start Date is day 1. The guarantee runs through 11:59 p.m. Pacific Time on day 60 (the Guarantee Deadline). We will identify both dates in your Order or onboarding confirmation. If our delay moves the actual start of onboarding or service work, we will move the start date accordingly. You may cancel before work begins and receive a refund of unused prepaid recurring fees.

To claim the guarantee, email [email protected] or the guarantee contact in your Order by the Guarantee Deadline. Identify your business and say that you want a refund under the 60-day guarantee. You do not need to explain dissatisfaction, prove a missed performance target, complete a survey, join a call, remove a review, sign a release, or give us another chance. A timely refund request also cancels the recurring services covered by the request, unless you expressly ask to continue them.

We will refund all recurring monthly service and management fees paid under your initial Order before or during the guarantee period, and each covered one-time fee after its deliverable is returned, less any refund already made for the same fees and Applicable Transaction Fees. Customer is responsible for those transaction fees, and the amount returned will be the net refund. No cancellation penalty, administrative markup, or offset against unrelated fees will reduce the guarantee refund. We will provide an itemized calculation showing the covered payments, transaction fees deducted, prior refunds, and net amount returned. We will initiate the refund to the original payment method within 10 business days after receiving a timely request or, for a one-time fee, after Customer completes the return. Financial institutions may take additional time to post it. If the original method cannot receive the refund, we will arrange a reasonable alternative with you. You cannot receive two refunds for the same payment.

The guarantee excludes advertising spend paid or committed to advertising platforms, domain registration, third-party software or licensing, and other separately approved outside vendor charges. One-time BrandKlout fees for a returnable deliverable, such as a website, design, or custom content, are covered only if Customer returns the deliverable as described below. One-time fees for services that cannot be returned, such as setup, implementation, training, migration, and rush fees, are excluded unless the Order states otherwise. Unused prepaid advertising funds or other unspent advances are reconciled separately under Section 6. These exclusions do not override refunds required by law.

For a one-time fee, day 1 of the guarantee is the date that fee is paid in full or, for a fee paid in installments, the date we first deliver the completed deliverable (for a website, the earlier of delivery for review or launch); for a Keep Price, day 1 is the date Customer elects Keep. The Guarantee Deadline is 11:59 p.m. Pacific Time on day 60. For a fee paid in installments, the refund covers the installments paid, and the remaining installments are canceled when the return is complete. To receive a refund of a one-time fee, Customer must, within 10 business days after its refund request: (a) stop using the deliverable and remove it from public access, including disconnecting any domain from a website we built, or allow us to take it offline; (b) delete or return all copies of the designs, copy, code, files, and exports we delivered, except Customer-supplied materials and Customer’s business information; (c) assign back to BrandKlout all rights we assigned in the deliverable; and (d) confirm these steps in writing. Customer may not keep, republish, or have a third party recreate a returned deliverable. If Customer does not complete the return on time, the refund request for that one-time fee lapses and Customer keeps the deliverable without a refund.

The guarantee applies to the fees under Customer’s initial Order. Renewals, added locations, package changes, and later reinstatements do not restart the 60-day period unless we agree in writing. Canceling within the period does not remove your right to submit a timely guarantee request. The guarantee is available once per Customer group, meaning Customer, its owners, and entities under common ownership or control with Customer, regardless of the number of locations, and is not available if any member of that group previously received a guarantee refund. A guarantee refund ends Customer’s license to BrandKlout-created content delivered under the refunded recurring services, as described in Section 10. The guarantee and our refund obligations are not reduced by the warranty disclaimers or liability cap in these Terms.

5. Fees payment authorization and project obligations

The Order must separately identify recurring BrandKlout fees, one-time project fees, advertising budgets, approved third-party charges, and applicable taxes. Recurring fees are payable in advance at each monthly renewal unless the Order states otherwise. You authorize our payment processor to charge your selected payment method for disclosed amounts when due. Authorization for future recurring charges ends when the applicable cancellation becomes effective or you otherwise revoke it. Revoking a payment authorization does not cancel an already earned debt, and we will provide an alternative method for paying such amounts.

For refunds under this Agreement, including a 60-day guarantee refund, Customer bears Applicable Transaction Fees, and we may deduct them from the amount otherwise refundable. Applicable Transaction Fees means (a) for payments made by card, 2.99% of the amount otherwise eligible for refund, representing the original card processing cost, plus (b) any actual third-party fee charged for issuing the refund, such as a bank, ACH, wire, or currency conversion fee. This is a disclosed reimbursement of processing costs, not a cancellation or administrative penalty.

We will not deduct the same fee twice or deduct fees attributable to unrelated payments. We will itemize all deductions. The deduction will not exceed the amount otherwise refundable and does not authorize an additional debit to Customer’s account. The Order will state that refunds are less these fees.

We will bear transaction fees for unauthorized or duplicate charges, our billing errors, and renewals charged after a timely cancellation. We will also bear fees where applicable law requires that result. Refunds of unused advances and other voluntary refunds otherwise follow the same transaction-fee allocation unless a controlling agreement or applicable law provides otherwise.

Except for Section 4, unused advances, charges made after a timely cancellation, an express refund commitment in the Agreement, or applicable law, earned fees and the current paid service period are nonrefundable. We do not charge for unapproved work or undisclosed penalties. If a payment fails, we may pause the affected services after notifying you. We will give a reasonable opportunity to cure unless immediate action is needed to prevent unauthorized spend or a security risk. A billing dispute will not block cancellation or a timely guarantee refund.

A separately purchased website or other fixed-price project is distinct from a monthly management subscription. Its total price, milestones, installment dates, completion standard, and any project cancellation obligation must be disclosed in the Order. Installments for a completed project may remain payable on the original schedule even after monthly management ends. If an unfinished project is canceled, you owe the accepted price for completed milestones or documented work actually performed and approved noncancelable outside costs. We will not bill unperformed future work unless a separate, specifically accepted project agreement lawfully provides otherwise. No three-month or $1,000 recurring-service termination penalty applies.

If an Order includes a no-cost website with monthly services, called a No-Risk Option or similar (a Preview Option), we will build the website at no charge and host it on a domain BrandKlout owns while Customer’s monthly services are active. Customer may forward or point its own domain to that website and keeps control of its own domain. Until Customer pays the Keep Price stated in the Order in full, the website and all designs, copy, code, and other materials in it, other than Customer-supplied materials, remain BrandKlout Materials; Customer has only a limited, revocable license to use the website while its monthly services are active and during the decision period below, and may not copy, move, host elsewhere, adapt, or have a third party recreate it. When Customer’s monthly services end for any reason, Customer has 14 calendar days (the decision period) to elect in writing to Keep the website or Walk Away. We will keep the website online during the decision period unless the services ended because of Customer’s nonpayment or material breach. If Customer elects Keep, the Keep Price (or, under a payment plan, the first installment) and any overdue amounts are due within 5 business days after the election; if they are not paid by then, the election lapses and Walk Away applies. When the Keep Price is paid in full, Section 10 applies to the website as a final deliverable, and we will provide a standard export or move the website to hosting and a domain Customer designates; the BrandKlout-owned domain stays with BrandKlout unless the Order says otherwise. If Customer elects Walk Away or does not elect by the end of the decision period, Customer owes nothing for the website, we may take it offline, Customer will stop forwarding its domain to it, and we will return or delete Customer-supplied materials on request. Within 10 business days after a Walk Away, we will remove Customer’s name, content, and branding from the BrandKlout-owned domain and will not use that domain to imply an affiliation with Customer[, and for 12 months we will not redirect it to a competing practice]. No guarantee applies to a Preview Option website before the Keep Price is paid; once it is paid, Section 4 applies to it as a one-time fee.

If the Order allows a one-time fee, including a Keep Price, to be paid in monthly installments (a payment plan), the Order will state the installment amount, number of installments, first due date, and total. Installments divide a fixed one-time price into monthly payments without interest or added fees, other than late-payment charges under this Section, and are not recurring service fees: canceling recurring services under Section 3 does not end them, and the month-to-month terms in Section 3 do not apply to them. Customer authorizes us to charge each installment to its payment method on file when due and may prepay the remaining balance at any time without penalty. Until the last installment is paid, the website and other deliverables remain BrandKlout Materials, and Customer has only a limited, revocable license to use them as launched; ownership, source files, exports, and transfer to other hosting pass to Customer only under Section 10 after payment in full. If an installment remains unpaid 10 days after we give written notice, we may suspend the website we built, but not Customer’s domain or other Customer-owned accounts, until Customer is current, and we may declare the remaining balance immediately due.

Notify us in writing of a suspected billing error within 30 days after the charge so we can investigate. Pay undisputed amounts when due. Undisputed amounts more than 10 days past due accrue interest at 1% per month or the highest rate permitted by law, whichever is lower. Nothing requires you to forfeit lawful payment-dispute or chargeback rights. Before initiating a chargeback for an authorized charge, you will give us written notice and 15 business days to resolve the dispute. A chargeback of an authorized, undisputed charge is a material breach, and if the dispute is resolved in our favor you will reimburse the resulting chargeback fees. Any legally recoverable collection costs must be reasonable and relate to an actual unpaid obligation. We will not require a waiver of valid claims.

We will provide at least 30 calendar days of written notice before increasing our recurring BrandKlout fees. The change will apply only to a future renewal after the notice period, and you may cancel before it takes effect. We will disclose material third-party price changes before incurring new costs and obtain any additional approval required by your budget. We cannot use a vendor price change to impose an undisclosed BrandKlout fee.

6. Advertising budgets and third party charges

Advertising management fees are separate from media spend. Your Order or written approval establishes the authorized channels, budget, budget period, and any preapproved variance. We may optimize targeting, creative, placements, bidding, and allocation within that approved scope. We may not increase the total approved budget or add a paid channel outside the approved scope without authorization from your designated contact.

Platforms may spend unevenly by day, use their own monthly pacing, or bill in arrears. Daily estimates are not guaranteed daily caps. We will configure available budget controls and monitor campaigns with reasonable care. Platform charges must still remain within the approved budget framework and any specifically approved variance. A third-party disclaimer does not excuse spending we knowingly authorize outside your instructions.

Where practicable, media spend is billed directly to your business by the platform. If we receive an advertising advance, we will account for its use and will not retain unspent funds as a management fee. After cancellation, we will provide a reconciliation within 30 calendar days, refund identifiable unspent funds within 10 business days after reconciliation, and separately disclose any pending platform charges. Amounts pending a platform adjustment will be reconciled promptly after resolution. Documented rebates or credits attributable to your spend will be credited to you unless a different arrangement was clearly disclosed and accepted.

Platforms control auction outcomes, verification, policies, delivery, suspensions, invalid traffic determinations, and platform refunds. We will reasonably assist with relevant support requests but cannot promise acceptance, reinstatement, uninterrupted delivery, or recovery of platform charges. You remain responsible for separately contracted vendor subscriptions until you cancel them or arrange a transfer. We will identify known subscriptions that need attention during offboarding.

7. Performance reporting and outside platforms

We do not guarantee a specific Google, Maps, search-engine, or AI-answer placement, citation, ranking, review volume, click-through rate, cost per lead, lead quality, appointment volume, case acceptance, collections, revenue, or return on investment. Platforms, competitors, market conditions, clinical capacity, budgets, and your follow-up affect results. Forecasts are estimates, and case studies describe particular customer experiences rather than expected results for every customer.

Reports may rely on platform estimates, attribution windows, consent choices, cookies, CRM entries, call tracking, and information you provide. They may contain discrepancies or delayed data. Reported leads, attributed revenue, and AI-query observations are not audited financial statements. We will explain material methodology limits and correct material errors we identify. Performance disclaimers do not cancel specifically agreed deliverables or the confidence guarantee.

You must comply with applicable third-party terms. Platform approvals, listing acceptance, review publication, and removal decisions are outside our control. We may change tools or vendors when reasonably necessary, but will notify you of a material effect on purchased functionality, charges, privacy, or required agreements. Vendor changes do not permit unauthorized disclosure of protected information.

8. Content approval and professional claims

You represent that materials and factual information you supply are accurate, lawfully obtained, and licensed for our intended use. You will substantiate claims about credentials, board certification, awards, reviews, treatment outcomes, prices, insurance participation, financing, sedation, and clinical services. You are responsible for verifying clinical accuracy and restrictions applicable to your profession, location, and offers. We remain responsible for the materials we independently select or create and for our own legal obligations.

We will submit a new website and material clinical, pricing, testimonial, and promotional content for approval before initial publication. Written or documented electronic approval by your authorized contact is sufficient. Silence is not consent to a new clinical claim, patient disclosure, or new spending. Within an approved campaign or content plan, we may make routine optimization changes, correct typographical errors, and update agreed business details. Material changes requiring fresh approval will be identified.

You will obtain and retain applicable copyright licenses, model releases, publicity permissions, and patient authorizations for supplied images, recordings, testimonials, and before-and-after cases. A patient posting a public review does not by itself authorize us to disclose additional patient information or use that person in a separate advertising campaign. We may refuse or remove material we reasonably believe is unlawful, misleading, unlicensed, or unsafe and will notify you when practicable.

9. Reviews listings and directories

Reputation services must reflect authentic experiences. Neither party may create or purchase fake reviews or testimonials, use AI to invent patient experiences, condition an incentive on a favorable review, misrepresent a controlled review site as independent, or suppress truthful negative reviews through threats or unlawful conduct. Our services do not include review gating or review incentives. We may use neutral feedback requests and lawful, platform-compliant review invitations.

Listing services may submit approved public business information to directories and search platforms. Private patient data, appointment information, and unpublished reviews will not be syndicated without a specific lawful basis and appropriate approval. We do not sell patients or promise referrals. Any BrandKlout-operated directory must identify its operator and disclose paid placement or a material relationship when required.

Third parties may retain public listings and reviews after our services end. We cannot guarantee their removal, but will reasonably assist with correction or transfer requests within the purchased scope. We will not remove a Customer-owned listing or withhold an account as retaliation for cancellation. Separately licensed BrandKlout directory listings may end with the subscription as disclosed in the Order.

10. Ownership licenses and account control

You retain ownership of your existing materials, trademarks, business data, domain names, and Customer-owned accounts. You give us a nonexclusive license to use your materials and marks solely to perform the services and authorized related activities. This license ends when those activities end, except for required retention, legal compliance, and uses separately authorized by you.

Upon full payment of the agreed price, including the last installment under any payment plan, we assign to you our transferable rights in final custom website designs, custom copy, and other final deliverables specifically created for and identified as deliverables in your Order. This excludes BrandKlout Materials, third-party materials, drafts, unused concepts, and internal working files. Editable source files, raw footage, custom code, and migration-ready exports are included only if stated in the Order. A guarantee refund ends Customer’s license to BrandKlout-created content delivered under the refunded recurring services, and within 30 days after the refund Customer will remove that content from websites, listings, and channels it controls, except Customer-supplied materials, Customer’s business information, and public listing data. A refunded one-time deliverable must be returned under Section 4. A refund does not create a right to ongoing hosting, software, or BrandKlout tools. A Preview Option website becomes a final deliverable under this Section only when the Keep Price is paid in full.

BrandKlout Materials include our preexisting or reusable templates, methods, workflows, software, automation frameworks, prompts, libraries, and tools, and improvements to them that do not disclose your confidential information. We retain those rights. To the extent BrandKlout Materials are embedded in a fully paid transferable final deliverable, we grant you a nonexclusive, perpetual license to use them as part of that deliverable for your business. Separately hosted BrandKlout software, dashboards, and services are licensed only during the applicable paid subscription. You may not extract or resell our standalone tools. Third-party stock, fonts, plugins, and software remain subject to their own licenses and renewal costs.

Where technically available, domains, business listings, analytics, advertising, and CRM accounts will be registered in your business name with your administrative access, except that a Preview Option website is hosted on a BrandKlout-owned domain as described in Section 5. We ordinarily use delegated access rather than taking ownership or asking you to share passwords. If a tool requires a BrandKlout account or cannot be transferred, we will disclose that limitation before purchase. You may revoke access, but doing so may prevent the related service from being performed. We will not hold your domain or Customer-owned account hostage over a billing dispute.

A website footer credit or use of your name, logo, results, or testimonial in our portfolio requires your separate permission. Patient-identifying material requires appropriate separate authorization. The Agreement alone does not grant public case-study or patient advertising rights.

11. Websites hosting accessibility and security

Website services, hosting, backups, maintenance, storage, and support apply only as purchased. No service-level agreement, emergency response time, unlimited storage, or uninterrupted uptime is promised unless stated in the Order. We will use reasonable administrative and technical safeguards for services under our control. We will describe purchased backup and restore arrangements in the Order. You should retain copies of your source materials and essential business records.

Websites and integrations can be affected by domain expiration, vendor outages, platform restrictions, software updates, client changes, and cyber incidents. We cannot guarantee complete prevention of outages, attacks, data loss, or unauthorized access. We will not disclaim safeguards or statutory responsibilities that apply to us. You must use appropriate access controls, protect your devices and accounts, and report suspected compromise promptly.

We will use WCAG 2.2 Level AA as a design goal for websites we build unless another standard is agreed. This is not a certification or guarantee of ADA compliance or immunity from accessibility claims. The Order will identify any accessibility testing and remediation included. Third-party embeds and later changes can affect accessibility. You remain responsible for the accessibility of your business offerings and content decisions. We will address defects in our contracted work with reasonable care and quote work outside scope before charging for it.

Website services do not make us the seller, clinician, payment lender, or guarantor of your products or services. Your consumer terms, refund policies, financing disclosures, taxes, and payment-processing arrangements remain your responsibility. Do not provide raw payment-card data to us or store it in ordinary forms, messages, or CRM notes.

12. Customer data privacy and HIPAA

You retain ownership and control of Customer Data. We may process it to perform agreed services, maintain security, troubleshoot, and comply with law, subject to applicable privacy requirements and any BAA or data processing agreement. We will not sell Customer Data, use patient data for unrelated marketing, or train general-purpose AI models on confidential Customer Data under this Agreement. Confidential and identifiable patient information is not a portfolio asset.

Before a service involves creating, receiving, maintaining, or transmitting protected health information on behalf of a HIPAA-covered entity, the parties must have a binding BAA, including through Order acceptance under Section 1, and applicable safeguards in place. We must also have required downstream agreements and an authorized configuration for subcontractors that handle such information. Until that arrangement is in place, you must not send patient records or protected health information to ordinary email, advertising platforms, general-purpose AI tools, or other unapproved systems. The absence of an accepted BAA does not eliminate statutory obligations that otherwise apply.

Appointment forms, call recordings, CRM records, transcripts, pixels, analytics events, and integrations must be assessed for the information they collect and disclose. We will not configure an unauthorized disclosure of protected health information to advertising or tracking vendors. A privacy-policy statement or ordinary cookie consent is not a substitute for any required HIPAA authorization, lawful permission, or BAA. Public website visits are not automatically treated as protected health information solely because the page concerns a health topic.

Customer decides which analytics, advertising, pixel, session-replay, chat, and call-tracking technologies run on its websites and channels. We will recommend settings and configure the consent tools Customer selects, but Customer is responsible for deciding whether to deploy a technology after our recommendation, for its privacy notices, and for obtaining any required consent. We recommend opt-in consent for non-essential tracking technologies used with California visitors.

You are responsible for the lawful collection and permitted use of information you provide, patient releases and required authorizations, professional record retention, and the accuracy of your notices. We are responsible for our own processing, safeguards, and legal duties. Each party will promptly inform the other of relevant security or privacy incidents and cooperate on investigation, mitigation, and legally required notifications. An applicable BAA or data processing agreement supplies controlling incident, access, retention, and deletion duties.

We may use truly aggregated, de-identified operational statistics to improve our services only where permitted by law and the applicable data agreement. Removing a name alone is not sufficient de-identification of protected health information. We will not identify a practice in publicly shared performance data without its separate permission or attempt to re-identify protected data. Confidential data will not be repurposed under a broad additional-business-purposes license.

To the extent Customer is a business under the California Consumer Privacy Act, we act as its service provider for personal information we process under the Agreement. We will process that information only for the business purposes stated in the Agreement; will not sell or share it, or retain, use, or disclose it outside our direct business relationship with Customer; will not combine it with other personal information except as the CCPA permits; will comply with applicable CCPA obligations and provide the level of privacy protection the CCPA requires; will notify Customer if we can no longer meet these obligations; and will allow Customer to take reasonable and appropriate steps to stop and remediate unauthorized use.

13. Messaging calling and recordings

Before we send messages or make calls on your behalf, you must establish the lawful basis and provide records of required consent, the approved audience and purpose, sender identity, and applicable suppression lists. Marketing consent must be separate from an ordinary treatment or appointment request when the law requires that distinction. Purchased contacts are not assumed to have valid consent. Neither party may use a known unlawful list or campaign.

Customer-directed campaigns must comply with applicable TCPA, CAN-SPAM, state telemarketing and privacy rules, and other laws that apply to the recipients. We will implement required identification, opt-out mechanisms, and suppression controls within the systems we operate. Both parties will promptly communicate opt-outs and honor revocations made by any reasonable means within the time the law requires, currently no more than 10 business days for calls and texts covered by the TCPA. You are responsible for connected systems outside our control. We may pause a campaign if consent records or compliance controls are missing.

We will not enable AI-generated or prerecorded voice campaigns without your express approval and verification of the required consent and disclosures. We will not clone a person’s voice or likeness without appropriate permission. Call recording or transcription must be disclosed and enabled only after required notices and participant consents are in place. We will configure agreed notices in systems we operate, and you will provide notices for systems and personnel you control. Your acceptance of these Terms is not consent on behalf of every person who may be recorded.

We act under your authorized campaign instructions, but that role does not eliminate our independent legal duties or liability for our own conduct. The same principle applies to communications sent by us to you: transactional messages do not automatically enroll you in marketing texts. Our marketing texts require the applicable opt-in, identify the sender, provide an opt-out, and may be subject to carrier rates. Consent to receive marketing is not a condition of purchasing services.

14. Artificial intelligence and automation

We may use AI-assisted research, writing, design, analysis, and automation in delivering purchased services. Outputs can be inaccurate, incomplete, similar to other outputs, or subject to uncertain intellectual-property protection. We will use reasonable review appropriate to the task, and Section 8 approval requirements still apply. AI content must not invent credentials, testimonials, patient outcomes, or clinical facts.

We do not control how an outside AI system ranks, describes, cites, or recommends your business. AI-search observations are specific to the query, time, location, model, and available sources. We cannot guarantee continued inclusion or a particular recommendation. Your services remain clinical and business decisions made by qualified people. Our tools do not provide medical diagnosis, treatment planning, legal advice, or autonomous clinical decision making.

AI tools and automated integrations may access only data and accounts authorized for the purpose. Protected or confidential information must remain in approved systems under the applicable agreements. We will not bypass these requirements for convenience or describe the use of AI as eliminating the need for review, consent, or security controls.

AI chat, voice, and messaging tools we deploy for Customer will disclose that the user is interacting with an automated system where the law requires it, including under California Business and Professions Code Section 17941, and will not use names, titles, credentials, or design elements implying that the tool holds a healthcare license or that a licensed professional is providing care when one is not. Customer is responsible for any disclaimer the law requires for AI-generated patient communications involving clinical information.

15. Confidentiality and subcontractors

Each party will protect the other’s nonpublic business, technical, financial, and personal information with reasonable care, use it only for authorized purposes, and limit disclosure to people or service providers who need it and are bound by appropriate obligations. Confidentiality does not cover information lawfully known without restriction, independently developed, made public without breach, or lawfully obtained from another source.

A party may make legally required disclosures, giving advance notice when permitted and reasonably limiting the disclosure. We may use qualified employees, contractors, and service providers to perform services, but remain responsible for their contracted work. Subcontracting does not permit unauthorized patient-data access, offshore transfer, or disclosure contrary to a BAA, data agreement, or applicable law. Confidentiality continues for three years after termination, and for trade secrets and protected personal information for as long as protection is required by law or a controlling data agreement.

16. Market protection

If your purchased plan includes a protected competitive market, the Order will identify the territory, practice locations, protected service lines, existing exceptions, and duration. Within that agreed scope, we will not knowingly provide the same protected competitive growth services to a direct competitor while your covered recurring engagement is active. A generic map or travel-time example does not substitute for the agreed boundary.

No paid market protection is implied for a plan that does not include it. Market protection exists only if it is defined in the Order; statements on our website or in sales materials do not create it. Protection does not guarantee freedom from all advertising competition, platform overlap, independent consultants, or patient travel across boundaries. It ends when the covered services end unless an accepted Order expressly provides a longer period. Customer acknowledges that BrandKlout’s principal owns Omnia Modern Dental, a dental practice that uses our services. That practice is not a direct competitor for purposes of this Section, and we will keep Customer’s confidential data and performance information separated from that practice and its personnel.

17. Suspension termination and handoff

We may suspend the affected services for overdue undisputed payment, missing legally required permissions, unlawful instructions, material security risks, or a material breach. We will provide notice and an opportunity to cure when reasonably practicable. Immediate protective action may be taken when delay would create an imminent security risk, unlawful disclosure, or unauthorized spend. Suspension does not add a termination penalty, block cancellation, or cancel the confidence guarantee.

We may end a recurring relationship on at least 30 calendar days of written notice, or terminate for a material breach that is not cured within 10 business days after notice. We may terminate immediately for unlawful activity or an imminent material risk that cannot reasonably be addressed by a narrower suspension. If we end services for our convenience or cannot provide an agreed prepaid service, we will refund the unused prepaid portion and reconcile advances. Neither party must continue an unlawful activity.

During offboarding, we will identify the service end date, known accounts, separate vendor subscriptions, and export or transfer limits. On your request, we will provide reasonable administrative handoff of Customer-owned domains and accounts and a standard export of Customer Data available in our systems, ordinarily within 10 business days after your reasonable instructions and necessary access. Basic handoff and a standard export are included. Custom migration, redevelopment, and special-format work require a separate approved fee. A billing dispute will not justify withholding patient data, a domain, or a Customer-owned account.

You are responsible for replacement hosting and ongoing vendor renewals after the end date. Our hosting and subscription licenses end on that date unless a written transition arrangement is made or Section 5 provides otherwise for a Preview Option website. We will provide an export opportunity and ordinarily retain ordinary marketing data for 30 calendar days after termination before deletion from active systems. Patient information, legally required records, security records, backups, and legal holds follow the controlling BAA, data agreement, or law. Restricted backups may persist through their normal retention cycle. We do not promise indefinite storage or continued restoration access.

18. Warranties and limitations of liability

We warrant that we will perform services with reasonable care and professional skill. If you notify us of a material failure in our contracted work, we will reasonably investigate and correct or reperform the affected work. This process does not delay a timely guarantee refund or waive other rights that cannot lawfully be waived.

EXCEPT FOR OUR EXPRESS COMMITMENTS IN THE AGREEMENT, THE CONFIDENCE GUARANTEE, AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. We do not promise that all services, third-party systems, or outputs will be error-free or uninterrupted.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDKLOUT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDKLOUT’S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING FROM THE AGREEMENT WILL NOT EXCEED THE GREATEST OF (A) THE BRANDKLOUT SERVICE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO IT, OR SINCE SERVICE COMMENCEMENT IF LESS THAN THREE MONTHS, (B) THE ONE-TIME PROJECT FEE PAID FOR THE DELIVERABLE GIVING RISE TO THE CLAIM, OR (C) $2,500 (THAT GREATEST AMOUNT, THE GENERAL CAP). FOR CLAIMS ARISING FROM A SECURITY INCIDENT, A BREACH OF THE BAA OR ANY OTHER BUSINESS ASSOCIATE AGREEMENT BETWEEN THE PARTIES, OR A VIOLATION OF A PRIVACY, DATA-SECURITY, OR COMMUNICATIONS LAW, BRANDKLOUT’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THREE TIMES THE GENERAL CAP OR $25,000 (THE DATA CLAIMS CAP), WHICH APPLIES IN PLACE OF, AND NOT IN ADDITION TO, THE GENERAL CAP. Advertising spend, taxes, and pass-through vendor charges are not BrandKlout service fees. Related claims share one aggregate cap.

These exclusions and the caps do not reduce the confidence guarantee, repayment of unused advances, or refunds expressly owed under the Agreement. They do not apply to a party’s fraud, willful misconduct, or gross negligence, or to the extent applicable law does not permit the limitation. The caps apply to claims between the parties under the BAA or any other business associate agreement between them, unless that agreement expressly overrides this Section 18 by reference, but do not limit any obligation owed to a regulator or an affected individual. No disclaimer transfers our independent statutory obligations to you.

19. Customer indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless BrandKlout and its personnel against third-party claims, damages, regulatory fines and penalties, and reasonable defense costs to the extent arising from: (a) Customer-supplied unlicensed or infringing materials; (b) unauthorized patient disclosures directed by Customer; (c) deficient consents or contact lists supplied by Customer; (d) false clinical or business claims, including prices, financing terms, credentials, or outcomes, supplied or approved by Customer; (e) Customer’s unlawful products or professional services; (f) tracking, pixel, session-replay, chat, call-recording, or messaging technologies or settings that Customer elected to use after we recommended otherwise; (g) patient images, testimonials, or information used without an authorization that Customer was responsible for obtaining; (h) Customer’s choice to send protected health information to a vendor or channel not approved under the BAA; or (i) Customer’s material breach of the Agreement.

This obligation does not cover the portion of a claim caused by BrandKlout’s breach, negligence, willful misconduct, unlawful conduct, or unauthorized modification or use. We will promptly notify you of a claim, reasonably cooperate at your expense, and let you control the defense using qualified counsel reasonably acceptable to us. Late notice reduces the obligation only to the extent of actual prejudice. A settlement imposing an admission, nonmonetary duty, or unreimbursed payment on us requires our written consent, not unreasonably withheld. We may participate with our own counsel at our expense.

20. Disputes governing law and notices

California law governs the Agreement, excluding conflict-of-law rules, except where another mandatory law applies. Any dispute arising from or relating to the Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator seated in Orange County, California, and the Federal Arbitration Act governs this agreement to arbitrate. Claims may be brought only in a party’s individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding. Either party may instead bring an individual claim in small claims court, bring a court action to collect amounts invoiced under an Order, or seek temporary injunctive relief in court to protect intellectual property or confidential information. The parties consent to the state and federal courts serving Orange County, California for those purposes and to enforce an award. No class, collective, or representative arbitration is permitted, and if the class-action waiver is found unenforceable as to a claim, that claim will proceed in court rather than in arbitration. The arbitration and any award are confidential except as needed to enforce the award or as required by law. These Terms impose no restriction on truthful reviews.

Before filing a claim, a party should give written notice describing the dispute and a reasonable opportunity for discussion, ordinarily 30 calendar days. This does not delay a refund deadline, bar a lawful chargeback or regulatory complaint, or prevent urgent protective relief. To the extent permitted by law, a claim arising from or relating to the Agreement must be brought within one year after the claiming party knew or reasonably should have known of it. In any arbitration or action arising from or relating to the Agreement, the prevailing party may recover its reasonable attorney fees and costs.

Operational notices, cancellations, and guarantee requests may be sent to [email protected] or the relevant address in your Order. We may send notices to your designated contact email. Keep that address current. A request is effective when received by the designated system, not when we acknowledge it. A delivery-failure notice means you should use another stated contact method. Formal legal process must be served as required by law.

21. Changes to the agreement and general provisions

The versions of these Terms, any incorporated BAA, and agreed package descriptions identified and made available before Order acceptance govern that Order until updated under this Section. We will retain the exact accepted documents with the Order and acceptance record and provide them on request. BrandKlout may update these Terms and its package descriptions at any time by giving Customer at least 30 calendar days’ written notice by email to Customer’s designated contact, identifying the changes. An update takes effect at the start of the first recurring service period that begins after the notice period ends, or earlier if Customer accepts it. Customer may cancel affected recurring services before the effective date under Section 3 without penalty, and continuing recurring services after the effective date accepts the update. An Order with no recurring services remains under the version Customer accepted unless Customer accepts the update. BrandKlout may make changes required by law, a platform or vendor requirement, or a security need on shorter notice when reasonably necessary. An update applies only going forward and does not (a) apply to a claim or dispute that arose, or that either party knew of, before its effective date, (b) change the price, scope, milestones, or Keep Price of an Order or project already accepted, or market protection already purchased, (c) reduce a refund already owed or shorten a guarantee period already running, (d) change the legal parties, or (e) amend the BAA except as Section 5.2 of the BAA permits. Posting a revised webpage without this notice does not amend an accepted Agreement. Recurring fee increases also follow Section 5.

Neither party is liable for a delay caused by an event beyond its reasonable control if it promptly notifies the other, reasonably mitigates the effect, and resumes performance when feasible. This does not excuse already due payments for work performed, required safeguards, or refunds otherwise owed. If such an event prevents material services for more than 30 calendar days, either party may end the affected services without a recurring-service penalty, with unused prepaid fees and advances reconciled.

The parties are independent contractors. Neither may bind the other outside the express authority in the Agreement. Customer may not assign the Agreement without our written consent, not unreasonably withheld. We may assign it in a merger, reorganization, or sale of the relevant business upon notice, provided the successor assumes the Agreement and applicable data obligations. Any other assignment requires consent.

If a provision is unenforceable, the remaining provisions remain effective to the extent lawful. A waiver must be specific and does not waive a later breach. Electronic signatures and counterparts are permitted. Payment obligations for earned charges, permitted licenses, confidentiality, data protection and retention, liability provisions, indemnification, dispute terms, and accrued refund rights survive termination to the extent relevant. The Agreement is the entire agreement between the parties about the purchased services and supersedes all prior or contemporaneous proposals, quotes, website content, advertising, presentations, and communications, which are not part of the Agreement unless expressly included in the Order. Each party confirms that it has not relied on any statement or promise that is not set out in the Agreement.