Last Updated: August 9, 2026

This Master Services Agreement (“Agreement”) governs the relationship by which Medstar Media, Inc. (“Company,” “we,” or “us”) provides Services to the client identified on the applicable invoice, proposal, or order confirmation (“Client” or “you”). Company and Client may each be referred to as a “Party” and collectively as the “Parties.” By accepting the Services, including by rendering any payment toward the cost of the Services or instructing Company to begin performing the Services, both Parties agree to be bound by this Agreement. Company may update this Agreement as described in Section 18. This Agreement supersedes and replaces all prior Terms of Use, terms of service, website development agreements, and service agreements between the Parties.

How This Agreement Applies to You

This Agreement describes the full range of Services Company offers. Not all of it applies to every Client. Sections 1 through 6 and Sections 13 through 19 are general and apply to every Client. Sections 7 through 12 are service-specific and apply only if Client has purchased the Service that section describes, as identified on Client’s invoice, proposal, or email confirmation. Section 7 applies to Clients purchasing paid advertising or digital marketing management. Section 8 applies to Clients purchasing SEO Services. Section 9 applies to Clients purchasing a website design and build project. Section 10 applies to Clients on a website hosting or maintenance plan. Section 11 applies to Clients using Company’s CRM systems, including Go High Level. Section 12 applies to Clients using Company’s AI-powered Services. Any provision governing a Service Client has not purchased does not apply to Client. Where a service-specific section conflicts with a general section, the service-specific section controls for that Service.

1. 1. Services and Scope

1.1. Definition. The “Services” are the marketing, advertising, website, SEO, content, video, CRM, and related services set forth on any invoice, proposal, or written confirmation accepted between the Parties. Client may accept an offer from Company by rendering payment toward the cost of the Services or by instructing Company to begin performing them.

1.2. Scope of Engagement. Only the Services identified on Client’s invoice, proposal, or email confirmation are included. Services are activated only through written confirmation. Work requested outside the defined scope is a change order, which Company will quote separately and perform only after Client’s written or emailed approval.

1.3. Estimates and Results. Company provides estimates in good faith based on the information available at the time. Estimates are not guarantees, and actual timelines, costs, and results may vary. Company does not guarantee any specific result, including leads, revenue, rankings, traffic, conversion rates, cost per lead, or return on ad spend. Results depend on many factors within Client’s control, including Client’s responsiveness, staffing, pricing, lead handling, speed to lead, sales process, availability, reputation, and customer experience. Company’s performance is one part of the outcome, and Company does not control these Client-side factors.

1.4. Exclusions. Unless expressly included in writing, the Services do not include advertising placement costs or media spend; guarantees of ranking, placement, visibility, or traffic; advertising management as part of SEO Services or SEO as part of advertising Services; website hosting, maintenance, care plans, or security monitoring; legal, regulatory, HIPAA, FDA, FTC, TCPA, privacy, or accessibility compliance advice; or third-party software, plugin, or subscription costs.

2. 2. Company Commitments

2.1. Standard of Performance. Company will perform the Services with the professional care and skill customary in the digital marketing industry, and will assign personnel with experience appropriate to the work.

2.2. Point of Contact and Availability. Company will maintain a primary point of contact for Client throughout the engagement, will make itself reasonably available, and will respond to Client communications in the ordinary course of business.

2.3. Reporting and Review. Company will provide performance reporting appropriate to the Services purchased and will make members of its team available for periodic performance discussions. The format, metrics, and cadence of reporting are determined by Company in consultation with Client and may be adjusted from time to time.

2.4. Platform Advocacy. Where Client’s accounts, campaigns, or assets are restricted, rejected, or suspended, Company will inform Client and pursue available appeal and resolution channels as described in Section 7.3.

2.5. Transparency and Data Access. Company will not mark up advertising spend without disclosing the markup to Client in writing. Company will provide Client access to its own advertising accounts, analytics, and CRM data throughout the engagement, and will release Client’s data on request as described in Sections 6.5, 6.6, and 11.

2.6. Nature of These Commitments. This Section describes how Company approaches its work. These are statements of Company’s ordinary practice and commercially reasonable efforts, not fixed deliverables, service levels, guaranteed timelines, or conditions of payment. An isolated or immaterial deviation from this Section is not a material breach and does not entitle Client to any refund, credit, fee adjustment, or right of termination. Sections 1.3 and 14 continue to apply.

3. 3. Service Initiation, Launch, and Client Cooperation

3.1. Initiation and Cooperation. Company will use commercially reasonable efforts to begin implementation following Client’s acceptance and onboarding. Company requires timely cooperation from Client, and Client agrees to promptly provide access, approvals, materials, content, credentials, and assistance as reasonably requested.

3.2. Launch. For advertising and digital marketing management Services, “Launch” occurs on the first date any campaign, ad group, ad set, or advertisement is live and eligible to serve on any single advertising platform included in the engagement. Launch on one platform is sufficient to constitute Launch for the entire engagement. A delay, rejection, review, restriction, or suspension affecting one platform does not postpone Launch where another platform is live. For SEO Services, Launch occurs on the first date Company begins SEO work. For website and other project-based Services, Launch occurs on the first date Company begins design, development, or production work. That date is the “Launch Date.”

3.3. Commencement of Billing and Minimum Term. For recurring Services, billing and the applicable minimum commitment under Section 5.1 both begin on the earlier of the Launch Date or sixty (60) days after onboarding begins, where Launch has not occurred by that date for any reason other than Company’s sole inaction. Client may not indefinitely delay Launch while postponing recurring fees. This ensures Client is billed for reserved capacity, staffing, and work underway even where Launch is delayed by factors outside Company’s control.

3.4. Delays. Delays caused by Client or third parties do not qualify for refunds, credits, or adjustments, and do not extend, toll, pause, or reduce any minimum commitment. Delays caused by Client, including late content, delayed feedback, or delayed payment, extend project timelines accordingly, and Company is not liable for any resulting delay.

3.5. Authority to Proceed and Acceptance. Company may rely on instructions, approvals, and communications from Client or its representatives as authorized and binding, and may proceed with ordinary-course implementation, optimization, content publication, advertising updates, website updates, CRM updates, and SEO activities without separate written approval for each action. Client is responsible for reviewing deliverables made available to it, and a deliverable may be deemed accepted if Client does not object within a reasonable period. Client’s failure to review or approve does not create liability for Company or entitle Client to any refund, credit, or fee adjustment.

3.6. Restrictions. Client shall not sell, resell, rent, or lease the Services; interfere with or disrupt the integrity or performance of the Services; attempt to gain unauthorized access to the Services or their related systems; or do anything else prohibited by this Agreement.

4. 4. Fees and Payment

4.1. Invoicing and Payment Authorization. All invoices are due and payable immediately upon receipt, and Company is not obligated to begin Services until the associated amount has been paid. Client authorizes Company to automatically charge Client’s payment method on file for recurring Service fees at the agreed amount, and for any out-of-scope or additional work Client has approved in writing under Section 1.2, together with applicable taxes and fees. Client shall keep at least one current and accurate payment method on file.

4.2. Deposits and Project Payments. For project-based Services, the deposit, total cost, and any milestone schedule are set forth on the applicable invoice or proposal. Work commences only after the required deposit is received. Full and final payment is due prior to launch and prior to transfer of any ownership, files, credentials, or access.

4.3. Additional Charges and Price Changes. A credit card processing fee of 2.9% applies to any charge over $2,500 paid by credit card, which Client may avoid by paying via ACH or bank transfer. Client is responsible for all sales, use, property, value-added, withholding, and other taxes, except taxes based solely on Company’s net income. Recurring Services are subject to price change at Company’s discretion on no less than sixty (60) days’ notice.

4.4. Late Payment and Suspension. Payments more than thirty (30) days late accrue interest at 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is less, accruing pro rata for any partial month. Company may pause or suspend Services for non-payment, with or without prior notice, and is not responsible for any performance impact resulting from suspension. Payment obligations continue during any suspension.

4.5. No Refunds. All amounts are deemed earned by Company upon receipt, in consideration of Company reserving capacity, staffing, and scheduling for Client. There is no refund for any amount already paid. Once Services have begun, campaigns have launched, or project work has commenced, all fees are non-refundable.

4.6. Chargebacks. Client agrees not to initiate any chargeback, payment dispute, or reversal for any valid charge. Because all amounts are earned upon receipt and Services are non-refundable once begun, any dispute regarding a charge shall be raised directly with Company under Section 17. A platform suspension, restriction, rejection, pause, or performance fluctuation described in Section 7 is not a basis for a chargeback. If Client initiates a chargeback for a valid charge, Client is responsible for the disputed amount, any chargeback or processing fees incurred by Company, and all costs of collection, including reasonable attorneys’ fees.

4.7. Collection Costs. If Client fails to pay any amount when due, Client is responsible for all reasonable costs of collection, including collection agency fees, attorneys’ fees, arbitration fees, court costs, and related expenses.

4.8. Service Credits. Where Client owes amounts to Company, including fees continuing during a campaign pause or platform suspension and amounts due upon early termination, Company may, in its sole discretion, offer Client the option to apply those amounts as a credit toward other Services, including SEO, website design and development, CRM and automation build-out, content and video production, and creative development. Credits are offered at Company’s sole discretion, and nothing entitles Client to demand one. A credit does not reduce, waive, defer, or excuse any payment obligation, and does not reduce, extend, toll, or satisfy any minimum commitment. Credits have no cash value, are non-refundable and non-transferable, may not be applied to advertising spend or other third-party costs, are scoped in writing at Company’s standard rates subject to availability, and expire twelve (12) months after issuance unless otherwise agreed in writing.

5. 5. Term and Termination

5.1. Term and Minimum Commitments. This Agreement and each invoice remain in effect until terminated under this Section. Advertising and digital marketing management Services require a minimum purchase commitment of four (4) months. SEO Services require a minimum purchase commitment of six (6) months. Client remains responsible for all fees due during the minimum term regardless of whether Client elects to utilize the Services. Each minimum term begins as provided in Section 3.3. Following the minimum term, recurring Services continue month-to-month until terminated. Hosting, maintenance, CRM, and AI-powered Services continue month-to-month unless a minimum term is stated on the applicable invoice or proposal. Project-based Services do not carry a recurring minimum term and are governed by the payment and delivery terms on the applicable invoice unless paired with a separate hosting, care, maintenance, or management plan defined in writing.

5.2. Termination for Convenience. Either Party may terminate the applicable recurring Services for any reason upon a minimum of thirty (30) days’ written notice, effective no earlier than the end of any applicable minimum term. Notice may be given during the final thirty (30) days of a minimum term to take effect at the end of that term, so that the notice period and the minimum term do not run consecutively. Termination requests must be submitted through Company’s official form at https://medstarmedia.com/cancel, and no other form of notice is effective. At the time notice is given and through the effective date of termination, Client’s account must be in good standing, with all invoices paid in full and current. Services continue during the notice period and all associated fees remain due.

5.3. Termination for Cause. Either Party may terminate this Agreement or any affected Service in writing if the other Party materially breaches and fails to cure within ten (10) business days of written notice describing the breach. Non-payment is a material breach. Company may additionally terminate or suspend any Service immediately upon written notice where Client directs conduct Company reasonably believes to be unlawful, non-compliant, or in violation of platform policy, or engages in abusive, harassing, or threatening conduct toward Company personnel. Termination by Company under this Section does not entitle Client to any refund or waive amounts owed.

5.4. Early Termination. Client’s minimum commitment under Section 5.1 is a minimum purchase commitment for a defined quantity of Services. If Client terminates, abandons, or otherwise causes Company to cease Services before the end of that commitment, or if Company terminates for Client’s material breach or non-payment, the fees for the unpurchased balance of the minimum commitment remain due and become immediately payable. Client’s decision not to utilize Services during the minimum commitment does not reduce the amount purchased. For project-based Services, Client remains responsible for payment for all work completed and all hours used through the date of termination, and no ownership transfer occurs until that payment is received in full.

5.5. Effect of Termination. Upon termination, neither Party is liable to the other for amounts not yet accrued or earned. Any license granted to Client in Company’s proprietary assets ends upon termination, subject to Section 6.2, and Company may remove, disable, deactivate, or take down those assets. Client’s ownership rights expressly granted under Sections 6.3 through 6.6, 9.4, and 11 survive termination, subject to payment in full.

6. 6. Intellectual Property and Work Product

6.1. Company Frameworks and Methodologies. All marketing frameworks, systems, processes, and templates created or used by Company remain its exclusive intellectual property. This includes campaign architecture, account structure and naming conventions, tracking and conversion methodologies, audience and targeting strategies, bidding and optimization frameworks, automation and workflow logic, reporting formats, developer tools, and any framework used to develop or deliver any item under this Agreement, even when deployed within accounts, platforms, or websites owned by Client. Nothing transfers ownership of Company’s intellectual property merely because it was deployed within a Client-owned property, and upon termination Company is not required to hand over its methodologies, internal processes, campaign frameworks, account structures, tracking systems, or templates.

6.2. Advertising Creative, Landing Pages, and Funnels. All advertising creative and conversion assets developed by Company as part of advertising or marketing management Services remain its exclusive intellectual property, except as provided in Sections 6.3 and 6.4. This includes static and animated creative, graphics, layouts, headlines, hooks, angles, ad copy, scripts, offers, landing pages, funnels, forms, quizzes, page structure, and the campaign builds in which they run, whether hosted on Company infrastructure or deployed within a property owned by Client. Client receives a limited, non-exclusive, non-transferable, revocable license to use these assets while the applicable Services are active. When the Services end, the license ends, though as a courtesy Company will leave active landing pages and funnels in place for thirty (30) days before removing or disabling them. Thereafter Client shall not run, copy, recreate, reverse engineer, or repurpose these assets, or provide them to another agency or provider. Client may request a perpetual license to specified assets for a one-time fee at Company’s then-current rates under a separate written agreement. This Section does not apply to a website Client separately scopes and pays Company to build under Section 9, which transfers to Client under Section 9.4.

6.3. Client Brand, People, and Likeness. Client owns, and Company claims no ownership interest in, Client’s brand, trademarks, logos, and trade dress; photographs, video footage, and audio depicting Client’s owners, providers, employees, staff, patients, or physical locations; and the name, image, voice, and likeness of any person associated with Client. Where Company incorporates such material into advertising creative, Client’s ownership of the underlying footage, imagery, and likeness is unaffected, and Company’s ownership under Section 6.2 extends only to the surrounding creative work. Client is solely responsible for obtaining and maintaining all consents, releases, and authorizations necessary for Company to use such material, including patient authorizations required under HIPAA and applicable state law.

6.4. Produced Video and Photography. Where Company produces video or photography featuring Client’s owners, providers, employees, staff, patients, or physical locations, Client owns the final delivered assets upon payment in full, and that ownership survives termination. Company retains ownership of raw footage, unused takes, project and session files, editing templates, presets, motion graphics packages, and production frameworks, which are not deliverables. Stock, licensed, or third-party footage, music, graphics, and fonts pass to Client under their respective licenses and are not owned by Company. Company may provide raw footage or project files at its then-current hourly rate upon request.

6.5. Client Accounts, Data, and Materials. Client retains ownership of its advertising and analytics accounts, including Google Ads, Meta Business Manager, Google Analytics, Google Tag Manager, and Google Business Profile, along with its advertising data, conversion data, and similar assets, and grants Company access to manage them during the engagement. Client also retains ownership of original photos, videos, branding, written materials, and other materials it provides. Client has sole responsibility for ensuring it holds all rights necessary to use such materials, that any proposed trademark is available for use in commerce, and that such materials do not infringe the rights of any third party.

6.6. Accounts, Numbers, and Domains. Advertising, analytics, and business accounts used in the engagement belong to Client, including where Company creates or configures them on Client’s behalf, and Client retains access to those accounts during and after the engagement. Where Company provisions tracking or business phone numbers for Client, Company will reasonably assist Client in transferring or porting those numbers to Client or Client’s designated provider. Where Company registers a domain on Client’s behalf, that domain belongs to Client, and Company will reasonably assist in transferring it to Client or Client’s chosen registrar. Transfer assistance under this Section is subject to payment in full and to Company’s then-current rates for administrative and transfer assistance. This Section does not apply to CRM sub-accounts, which are governed by Section 11.4.

6.7. Portfolio Use and Feedback. Company may reference Client as a client and use Client’s name, logo, publicly available information, produced creative, website work, and non-confidential campaign results in its proposals, presentations, case studies, website, social media, and marketing materials, unless Client requests otherwise in writing. This license is worldwide, royalty-free, and survives termination. Client also grants Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, recommendation, correction, or other feedback provided by Client or its personnel, excluding Client’s confidential information.

7. 7. Advertising and Digital Marketing Management Services

Applies only if Client has purchased paid advertising or digital marketing management Services.

7.1. Advertising Spend. Client is responsible for all advertising spend unless otherwise agreed in writing. Advertising spend is separate from and in addition to Company’s management fees.

7.2. Platform Reliance and Scrutiny. Company’s Services rely on the participation of third-party platforms, including Google and Meta. These platforms frequently restrict, reject, pause, suspend, disable, or otherwise impact accounts, campaigns, ads, domains, and business assets, particularly within healthcare, aesthetics, wellness, and medical categories. Client acknowledges that these actions are normal, foreseeable, and recurring in these categories, are decided by the platforms at their sole discretion, and do not, standing alone, constitute a failure, breach, or deficiency on the part of Company. Company is not responsible for ad rejections, account suspensions, disabled accounts, outages, policy changes, enforcement decisions, or performance fluctuations caused by any platform. Any concern regarding a platform action shall be raised with Company directly under Sections 16.2 and 17.

7.3. Efforts and Resolution. Company will use reasonable efforts to address platform issues through standard communication and appeal channels but cannot guarantee any appeal outcome, reinstatement, timeline, or platform decision. Where specialized expertise, platform relationships, compliance review, or other advanced assistance may be beneficial, Company may introduce Client to an independent third-party specialist. Any such engagement is solely between Client and the third party, Client is responsible for all associated fees and agreements, and Company is not responsible for the services, advice, actions, or outcomes of any third-party specialist.

7.4. Alternative Advertising Access. Where Client’s advertising access is restricted or suspended, alternative advertising access may in some cases be available through independent third-party providers. Any such arrangement is entered into solely between Client and that provider, involves additional third-party fees typically calculated as a percentage of advertising spend, and will be quoted in writing before any work begins. Client is responsible for determining, with its own legal and compliance advisors, whether such an arrangement is appropriate for its business and consistent with applicable platform policies. Company makes no representation regarding the availability, approval, longevity, cost, or performance of any alternative advertising access and is not responsible for any platform action taken in connection with it.

7.5. Continued Fees and Pause Requests. Service fees remain due in full during any platform suspension, restriction, rejection, appeal, investigation, or interruption, and during any Client-requested pause. There is no reduction, credit, or abatement of fees for suspended, disabled, paused, or non-performing accounts or campaigns, including where only some campaigns or accounts are affected. Pause requests do not extend, toll, or reduce any minimum commitment. The Services include ongoing strategy, support, optimization, infrastructure, and team resources beyond active ad spend. Where campaigns are paused or suspended, Company may offer a service credit under Section 4.8 so that continuing fees may be applied toward other Services.

8. 8. Search Engine Optimization Services

Applies only if Client has purchased SEO Services.

8.1. Nature of the Service. SEO Services are an ongoing program of technical, on-page, content, citation, link, and Google Business Profile work. Results compound over time and are not immediate. The six-month minimum commitment reflects the time required for this work to produce measurable movement. SEO Services do not include advertising management or placement, media spend, or website design or development beyond the changes required for SEO.

8.2. No Ranking Guarantee. Search engine rankings, Google Business Profile and map rankings, AI and generative search visibility, organic traffic, and similar metrics are controlled by third-party platforms and their algorithms, which change frequently and without notice. These metrics may fluctuate or decline at any time for reasons outside Company’s control, and Company does not guarantee any ranking, placement, visibility, or traffic level.

8.3. Access and Publication. Client authorizes Company to publish SEO content, metadata, schema, citations, and related changes to Client’s website and profiles in the ordinary course under Section 3.5. SEO Services depend on Company’s continued access to Client’s website, hosting, content management system, analytics, and Google Business Profile. Loss or restriction of that access, whether caused by Client, a provider, or a platform, may prevent Company from performing and does not reduce or abate fees.

9. 9. Website Development Services

Applies only if Client has purchased a website design and build project.

9.1. Scope and Platform. Company will design and build Client’s website on the WordPress content management platform (the “Website”). WordPress is an open, widely licensed platform, and Client is not restricted to Company for future hosting, maintenance, or development following delivery and transfer of ownership. The pages, features, functionality, and deliverables included are defined exclusively on the applicable invoice or proposal and are scoped against the Allotted Hours in Section 9.2.

9.2. Allotted Hours and Delivery. The project is scoped against a defined number of design and development hours stated on the applicable invoice (the “Allotted Hours”). If the project reaches the Allotted Hours before the Website is complete, Company will notify Client, and Client may purchase additional hours at Company’s then-current rate to continue. If Client declines, Company will deliver the Website in its then-current state, and that delivery constitutes full and final performance of Company’s obligations for the project. Client acknowledges the Website may not include every page, feature, or piece of content originally discussed if delivered on this basis. Project timelines depend on Client’s timely delivery of content, feedback, and approvals as described in Section 3.4.

9.3. Revisions and Approval. The number of included revision rounds is specified on the applicable invoice. Client’s written or emailed approval constitutes final sign-off, and changes requested after final approval are new work billed at Company’s then-current rates.

9.4. Ownership and Transfer. The Website is Client’s. Upon payment in full, Company assigns to Client all right, title, and interest in the Website, including its structure, page layouts, custom design, code, written content, and images created specifically for Client. Client is free to host, maintain, edit, and develop the Website wherever and with whomever it chooses. Prior to full and final payment, all work product remains Company’s sole property and Client is granted no license to use, publish, or deploy it. Stock, licensed, and third-party assets pass to Client under their respective licenses. Company retains ownership of the underlying systems, templates, and frameworks under Section 6.1, and of any landing pages or funnels under Section 6.2. Upon request and subject to payment in full, Company will reasonably cooperate in transferring website assets to Client or Client’s designated provider, with additional transfer assistance available at Company’s then-current hourly rate.

9.5. Third-Party Plugins and Tools. To build a better website, Company may install third-party plugins, software, and tools running on paid licenses or subscriptions held by Company, commonly including page builder, forms, booking, security, caching, image optimization, SEO, and analytics tools. Because those licenses belong to Company and their vendors, they do not transfer with the Website if Client moves to another host, provider, or agency. The core of the Website, including its structure, design, layout, content, images, and code, belongs to Client and moves with Client. These plugins are widely available commercial tools, not proprietary components, and any can be replaced by Client subscribing directly or connecting a comparable alternative. Company will identify the plugins in use on request so Client or its new provider can license them directly.

9.6. Security and Post-Launch Responsibility. Company will follow reasonable security practices in building and delivering the Website, including current plugin and core software versions at launch, secure administrative access, and recommended hosting practices. No website, platform, or hosting environment can be guaranteed fully secure, and Company makes no warranty that the Website will be free from unauthorized access, malware, or attack. Following launch, responsibility for ongoing security, including software updates, patches, credential management, and hosting-level protections, transfers to Client unless Client has a separate, active hosting, care, or maintenance plan with Company under Section 10. Company is not liable for any loss, damage, data breach, downtime, or business interruption resulting from a security incident occurring after delivery, except to the extent caused by Company’s gross negligence or willful misconduct. Client acknowledges that a WordPress website requires ongoing technical maintenance, including prompt application of core, theme, and plugin updates, credential management, and monitoring, and that an unmaintained website becomes materially more vulnerable to compromise over time. Where Client does not maintain an active plan with Company, Client is responsible for arranging qualified technical maintenance, whether internally or through another provider, and Company strongly recommends that Client do so before or upon transfer.

10. 10. Website Hosting and Maintenance

Applies only if Client has purchased a hosting, care, or maintenance plan.

10.1. Scope of the Plan. A hosting, care, or maintenance plan is a separate recurring Service, purchased and defined on the applicable invoice or proposal. Depending on the plan purchased, it may include website hosting, core software, theme, and plugin updates, routine backups, uptime and security monitoring, and a defined allowance of minor content edits. Only the items identified on Client’s invoice or proposal are included. A plan does not include redesign, new page builds, new functionality, custom development, SEO Services, or advertising management, each of which is quoted separately.

10.2. Content Edits. Where a plan includes a content edit allowance, edits are performed at Company’s discretion as to scheduling and within the allowance stated on the applicable invoice. Requests beyond that allowance, or requests that involve design, layout, or functionality changes rather than content updates, are change orders under Section 1.2 and are billed at Company’s then-current rates. Unused allowances do not roll over.

10.3. Plugins and Third-Party Licenses. While a plan is active, third-party plugins, software, and tools installed by Company may run on paid licenses or subscriptions held by Company. Those licenses do not transfer to Client when a plan ends, as described in Section 9.5. Company will identify the plugins in use on request so Client or its new provider can license them directly.

10.4. Backups and Restoration. Where a plan includes backups, Company will take commercially reasonable efforts to maintain them and to restore Client’s website in the event of a failure. Backups are a recovery tool, not a guarantee, and Company does not warrant that any backup will be complete, current, or successfully restorable. Client is encouraged to maintain its own independent backups of any material it cannot afford to lose.

10.5. Security and Platform Risk. WordPress is the most widely used content management platform in the world, and that popularity makes WordPress websites a constant target for automated attacks, vulnerability scanning, credential stuffing, plugin and theme exploits, and other malicious activity. This is an inherent characteristic of the platform and of the public internet, not a defect in Client’s website or a failure of Company. Compromises occur on well-built and well-maintained websites, and no combination of hosting, monitoring, plugins, configuration, or security services can prevent them entirely. Where a plan includes security monitoring, Company will use commercially reasonable efforts to keep core software, themes, and plugins current, maintain reasonable access controls, and respond to issues it identifies. Security services reduce risk. They do not eliminate it, and Company does not warrant that Client’s website will not be hacked, defaced, infected, taken offline, or otherwise compromised. Where a compromise occurs, Company will use commercially reasonable efforts to restore the website from available backups under Section 10.4. Cleanup, remediation, and rebuild work beyond that restoration is billed at Company’s then-current rates. Sections 14.3 and 15 apply.

10.6. Uptime and Availability. Company does not guarantee uninterrupted availability of any website. Hosting, network, and platform availability depend on third-party infrastructure providers, and Section 14 applies. There is no refund, credit, or abatement of plan fees for downtime, maintenance windows, or interruptions.

10.7. Term and Transition. Plans are recurring and continue month-to-month unless a longer term is stated on the applicable invoice. When a plan ends, Company’s hosting, monitoring, updating, and support obligations end, and responsibility for the website transfers to Client as described in Section 9.6. Company will reasonably cooperate in migrating the website to Client or Client’s designated provider, subject to payment in full and to Company’s then-current rates for migration assistance.

11. 11. CRM and Data

Applies only if Client uses Company’s CRM systems, including Go High Level.

11.1. Client Data. Client owns its data, and that does not change at any point in the engagement. Client’s data includes contact records and custom field values, conversation history across SMS, email, call logs, and chat, appointment and calendar records, opportunity and pipeline records including stage, value, and history, form and survey submissions, notes, and tags. Company will release Client’s data upon request, at any time during the engagement and upon termination.

11.2. Transfer and Offboarding. Company will make offboarding straightforward. Upon request, Company will export Client’s data in a standard, portable format and provide it to Client or any provider Client designates, coordinate directly with that provider, answer reasonable questions about data structure and field mapping, and work in good faith to make the transition smooth. A standard export is provided at no additional charge. Extended migration, custom formatting, or rebuild assistance beyond a standard export is available at Company’s then-current hourly rate.

11.3. Company Configurations. Company retains ownership of the systems it builds inside the CRM, including automations, workflows, triggers, campaigns, snapshots, funnel and form builds, pipeline automation logic, custom values, AI prompts and agents, reporting dashboards, and templates. These are proprietary under Section 6.1, are licensed to Client only while the applicable Services are active, and do not transfer to Client or to a subsequent provider. Everything Client’s business generates moves with Client. What stays with Company is the automation logic built to act on that data, and Client’s new provider can import Client’s data and build its own automations around it.

11.4. Account Access and Third-Party Systems. Where the CRM operates under a sub-account within Company’s agency account, Client’s access to that sub-account ends upon termination. Company will complete Client’s data release before deactivating the sub-account, and Client should request its export on or before the termination effective date. Company is not responsible for data loss or any issue resulting from third-party systems, platform changes, or external factors outside its control, including changes made by the CRM provider.

12. 12. AI-Powered Services

Applies only if Client has purchased AI-powered Services, including an AI concierge or AI-assisted communication.

12.1. Scope. AI-powered Services may include an AI concierge, chat, SMS, or voice agents, automated response and follow-up, lead qualification, appointment scheduling assistance, and similar automated communication tools configured by Company (“AI Features”). Only the AI Features identified on Client’s invoice or proposal are included.

12.2. Nature of AI Output. AI Features generate responses automatically and probabilistically. They may produce output that is inaccurate, incomplete, outdated, unexpected, or inconsistent with Client’s intent, including output that appears confident but is incorrect. AI Features are not deterministic, and identical inputs may produce different outputs. Company does not warrant the accuracy, completeness, suitability, or reliability of any AI output, and Section 14 applies in full.

12.3. No Medical Advice. AI Features are informational and administrative tools. They do not provide medical advice, diagnosis, treatment recommendations, clinical guidance, or a determination of candidacy or suitability for any procedure, and they do not establish a provider-patient relationship. Client is solely responsible for ensuring that AI Features are not configured, prompted, or deployed in a manner that provides or appears to provide medical advice, and for ensuring that clinical questions are routed to qualified personnel.

12.4. Client Configuration, Approval, and Oversight. Client is responsible for reviewing and approving the configuration of AI Features, including prompts, instructions, knowledge base content, pricing and promotional information, service descriptions, business hours, tone, and escalation rules, and for keeping that information current. Company implements AI Features at Client’s direction and on Client’s behalf. Client is responsible for monitoring AI conversations, maintaining a human escalation path, and reviewing and correcting output. Company does not monitor individual conversations for accuracy, appropriateness, or clinical content unless expressly engaged in writing to do so.

12.5. Third-Party AI Providers. AI Features rely on models, platforms, and infrastructure operated by third parties. Their availability, capabilities, pricing, output, and policies are controlled by those providers and may change, degrade, or be discontinued without notice. Client’s use is subject to those providers’ terms. Section 7.2 applies to AI Features as it does to advertising platforms, and Company is not responsible for any third-party provider’s actions, outages, changes, or decisions.

12.6. Compliance. Client is solely responsible for compliance with all laws applicable to automated communication, including disclosure that a communication is automated or AI-generated where required, consent and opt-out obligations under Section 13.3, call and conversation recording laws, and any advertising, professional, or licensing rules governing patient-facing communication. Company does not determine whether any AI Feature or its output complies with any such requirement and makes no representation that it does.

13. 13. Compliance and Content Responsibility

13.1. Client Responsibility. Client is solely responsible for compliance with all applicable laws, regulations, licensing requirements, and professional obligations, including FDA, FTC, HIPAA, healthcare and medical advertising rules, TCPA, data privacy laws, ADA accessibility standards, and local requirements, and for reviewing and ensuring that all materials and Services comply with them.

13.2. No Compliance Advice. Company does not provide legal, regulatory, healthcare compliance, FDA, FTC, TCPA, privacy law, accessibility, or similar compliance advice, and does not guarantee regulatory, legal, or accessibility compliance. Client should consult its own qualified advisors. Client acknowledges that certain compliance requirements may conflict with marketing performance, and Company is not responsible for such conflicts.

13.3. Messaging, Calling, and Contact Data. Client is solely responsible for the lawfulness of all contact data used in connection with the Services, including any list Client provides, uploads, imports, purchases, or generates, and for obtaining and documenting all consents required for SMS, email, voice, and other outreach, including prior express written consent where required. Client is solely responsible for honoring opt-out and revocation requests and for maintaining its own do-not-contact records. Where Company configures, schedules, or sends messages, it does so at Client’s direction and on Client’s behalf, using content and contact data supplied or approved by Client. Company does not review contact data for consent status, does not determine whether any message, list, or campaign complies with the Telephone Consumer Protection Act or any similar federal or state law, and makes no representation that it does.

13.4. Accessibility. Company may, at Client’s request or as part of the Services, install, configure, or recommend accessibility tools, widgets, plugins, remediation software, or design practices. Client acknowledges that no tool, widget, or practice can guarantee compliance with the Americans with Disabilities Act, the Web Content Accessibility Guidelines, or any similar standard, that accessibility standards are interpreted inconsistently and change over time, and that claims and demand letters are routinely made against websites regardless of the measures implemented. Company does not warrant that any website, landing page, or other deliverable is or will remain accessible or compliant, and Company’s provision, installation, or recommendation of any accessibility measure does not make Company responsible for Client’s compliance or for any claim, demand, or proceeding arising from it.

14. 14. Disclaimers and Warranties

14.1. No Guarantee of Results or Availability. Neither Company nor its employees, representatives, or agents warrants that the Services will be uninterrupted, error-free, or accurate, or that they will produce any wanted result, including site ranking, traffic generation, or any business, marketing, or revenue outcome. The Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or factors outside Company’s control. Company will use reasonable efforts to provide advance notice of a scheduled interruption when possible, but there is no refund or credit for unavailability.

14.2. Company Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY MAKES NO, AND CLIENT DOES NOT RELY ON ANY, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE DELIVERABLES OR SERVICES, OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR USE BY ANY CUSTOMER. COMPANY FURNISHES THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER OF SUCH INFORMATION OR SERVICES.

14.3. Data and Site Security. Company takes commercially reasonable efforts to create safe and secure work product, and will monitor it in accordance with any extended security services Client purchases. Company bears no liability for any damage or interruption caused by computer viruses, spyware, Trojan horses, worms, other malware, or any phishing, spoofing, or other attack affecting Client’s website, data, computer, or equipment, unless such damage originated from Company due to its gross negligence, fraud, or willful misconduct. For website projects, Section 9.6 also applies.

15. 15. Limitation of Liability and Indemnification

15.1. Limitation of Liability. To the maximum extent permitted by law, Company is not liable for lost profits, lost data, loss of business, or any indirect, incidental, special, exemplary, consequential, or punitive damages, even if advised of the possibility. Company’s total liability under this Agreement or otherwise, whether in contract, tort, or otherwise, is limited to the fees paid or due by Client to Company, or otherwise earned by Company, in the six (6) months immediately prior to the filing of a claim. For project-based Services, liability shall not exceed the total fees paid for that project. These limitations do not apply to liability arising from Company’s gross negligence, fraud, or willful misconduct.

15.2. Indemnification. Client shall indemnify, defend, and hold harmless Company from any claims, demands, demand letters, regulatory inquiries, investigations, proceedings, damages, liabilities, costs, losses, or expenses, including reasonable attorneys’ fees, arising out of Client’s content, products, or services; Client’s materials, instructions, or use of the deliverables; any claim alleging infringement arising out of Client’s use of, or failure to obtain rights to use, materials provided by Client; any claim arising from a missing, invalid, or revoked consent, release, or authorization relating to any person depicted in materials Client provided or approved; any claim arising from SMS, email, voice, or other outreach conducted in connection with the Services, including under the Telephone Consumer Protection Act or any similar federal or state law; or any claim alleging that Client’s website, landing pages, or digital properties are inaccessible or non-compliant with the Americans with Disabilities Act, the Web Content Accessibility Guidelines, or any similar standard. Company may, at its option and at Client’s expense, participate in the defense of any such matter with counsel of its own choosing. Except as expressly provided, neither Party is required to indemnify the other.

16. 16. Confidentiality, Non-Disparagement, and Non-Solicitation

16.1. Confidentiality. Each Party will maintain the confidentiality of the other Party’s non-public information and act in good faith in its dealings under this Agreement.

16.2. Private Escalation and Non-Disparagement. The Parties agree to raise any concern, complaint, or dispute privately and directly with each other, and to allow the other Party a reasonable opportunity of not less than fifteen (15) days to respond, before resorting to any public review, rating, social media post, online commentary, industry forum post, or similar public statement. Neither Party, nor its owners, officers, directors, employees, contractors, agents, or representatives, shall make, publish, or communicate any public statement concerning the other Party, whether written, oral, or online, that is false, misleading, presented without material context, or made with the intent to damage the other Party’s reputation or business. This does not prohibit truthful statements required by law, made in response to legal process or a regulatory inquiry, made to legal, accounting, or tax advisors, or made in connection with a legal proceeding, and does not prohibit an honest, good-faith review after complying with the escalation step above.

16.3. Platform Outcomes. Client acknowledges the platform realities described in Section 7.2. Client agrees that any platform action, and any resulting performance impact, delay, or interruption, shall be raised with Company directly under Sections 16.2 and 17, and shall not, standing alone, be publicly characterized as a failure, error, breach, negligence, or misconduct by Company.

16.4. Non-Solicitation and Injunctive Relief. During the term and for twelve (12) months after termination, neither Party shall directly or indirectly solicit, recruit, hire, contract with, or otherwise engage any employee or contractor of the other Party, or induce any such person to leave, without prior written consent. General job postings not specifically targeted at the other Party’s personnel do not violate this provision. The Parties acknowledge that a violation of this Section, or of Company’s intellectual property rights under Section 6, may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party may seek injunctive relief in addition to any other remedy.

17. 17. Dispute Resolution

17.1. Direct Resolution First. Before initiating arbitration or any other formal proceeding, the Party raising a dispute shall provide written notice describing it, and the Parties shall attempt in good faith to resolve it through direct communication for fifteen (15) days from that notice. The Parties may, by mutual written agreement, submit any dispute to mediation before proceeding to arbitration.

17.2. Binding Arbitration and Carve-Outs. Any dispute not resolved under Section 17.1 shall be resolved through binding arbitration administered in Salt Lake County, Utah, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction located in Utah to restrain a breach or threatened breach, and Company may pursue collection of past-due amounts in any court of competent jurisdiction or through a collection agency, in each case without first pursuing the steps in Section 17.1 or arbitration. Each Party bears its own attorneys’ fees, costs, and expenses in connection with any dispute, arbitration, or proceeding, unless otherwise required by law or expressly provided in this Agreement, including Sections 4.6 and 4.7.

18. 18. General Provisions

18.1. Governing Law and Venue. This Agreement is governed by the laws of the State of Utah, without giving effect to its choice-of-law provisions. The Parties consent to jurisdiction and venue in the state and federal courts located in Utah for any proceeding permitted under Section 17.2 or to enforce an arbitration award.

18.2. Entire Agreement and Order of Precedence. This Agreement, including any invoices, proposals, or documents specifically incorporated by reference, sets forth the entire agreement between the Parties and supersedes all previous representations, understandings, or agreements, whether written or oral, including any prior Terms of Use or website development agreement. Any non-disclosure or confidentiality agreement separately executed by the Parties remains in full force and effect, and this Agreement controls only to the extent of a direct conflict. COMPANY MAKES NO, AND DISCLAIMS ALL, REPRESENTATIONS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT, AND CLIENT HAS NOT RELIED UPON ANY SUCH REPRESENTATIONS AND EXPRESSLY DISCLAIMS SUCH RELIANCE. In the event of a conflict, the following order of precedence applies: the applicable invoice or proposal; the service-specific sections, Sections 7 through 12; then the remaining sections.

18.3. Survival, Severability, and Waiver. All provisions that by their nature are intended to survive termination shall survive, including Sections 4, 5.4, 6, 9.4, 9.6, 11.1, 11.2, and 13 through 18. If any provision is held invalid, the remaining provisions continue in full force and the invalid provision is modified to the maximum extent legally permitted. No waiver of any breach is a modification of any provision or a bar to enforcement of a subsequent breach, and no waiver is valid unless in writing and signed by both Parties.

18.4. Assignment. Client may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

18.5. Electronic Acceptance and Notices. This Agreement may be accepted electronically and through conduct, including by payment or by allowing work to begin, and such acceptance is binding. Electronic records of acceptance, invoices, and communications have the same force and effect as a signed writing, and no physical signature is required. Notices shall be in writing and delivered by email to the addresses the Parties use to conduct business, or, for termination of recurring Services, through Company’s official form at https://medstarmedia.com/cancel. Notice is deemed given on the date sent, absent evidence of delivery failure.

18.6. Force Majeure. Neither Party is liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, civil unrest, labor disputes, internet or utility outages, platform-wide failures, changes in law, or actions of third-party platforms. Payment obligations for Services already rendered are not excused.

18.7. Modification. Company may update this Agreement from time to time and will provide notice of material changes by email or by posting the updated Agreement with a revised “Last Updated” date. Changes take effect on the date stated in the notice, or thirty (30) days after notice is given if no date is stated. Client’s continued use of the Services after that date constitutes acceptance. If Client does not agree to a material change that is adverse to Client, Client may terminate the affected Services on written notice within thirty (30) days of the notice, without incurring the amounts otherwise due under Section 5.4.

19. 19. Acceptance

19.1. How Acceptance Occurs. No physical or electronic signature is required for this Agreement to take effect. Client accepts this Agreement and agrees to be bound by it in full by any of the following acts: approving a proposal, invoice, or scope of work; making payment of a deposit or any other amount; instructing or permitting Company to begin work; providing access, credentials, assets, or materials for the Services; or continuing to use or receive the Services. Any such act, whether taken by Client or by any owner, officer, employee, contractor, or representative acting on Client’s behalf, constitutes Client’s acceptance and is binding on Client.

19.2. Acknowledgment and Evidence. This Agreement is made available to Client on Company’s website and with Company’s proposals and invoices before the Services begin. Client acknowledges that it has had a full and reasonable opportunity to read this Agreement and to consult its own legal counsel, and that its acceptance is not conditioned on Company obtaining a signature, countersignature, initials, or separate written acknowledgment. Client’s failure to read this Agreement, the absence of a signature, or the involvement of a representative rather than an owner does not affect its enforceability. Company’s business records, including records of payment, invoices, proposals, email correspondence, access grants, platform activity, and work performed, are admissible evidence of Client’s acceptance and of the Services purchased.

Medstar Media, Inc. | Aesthetic & Medical Marketing

10808 S. River Front Parkway, Suite 3020, South Jordan, UT 84095 | (801) 890-3847 | support@medstarmedia.com