Terms and Conditions

These Terms and Conditions constitute an agreement (the “Agreement”) between Practice Builders LLC, a North Carolina limited liability company with its principal place of business at 2222 Sedwick Road, Durham, NC 27713 (“Company” or “PBO”), and the entity agreeing to these Terms (“Client”). These Terms govern your use of www.practicebuilders.com (“Website”). By accessing or using the Website, you agree to comply with these Terms. If you do not agree with these Terms, please refrain from using the Website. PBO and Client may be referred to individually as a “Party” or collectively as the “Parties”. The Parties agree as follows:

1. Scope of Services and Order Forms. The Company agrees to provide digital marketing services (“Services”) to the Client as defined and specified in one or more order forms (“Order Form”), which shall be executed by both parties in accordance with this Agreement. Each Order Form will be governed by the terms of this Agreement. The term Agreement as used herein encompasses both this overarching Agreement and any subsequent Order Forms executed under this Agreement, regardless of the Effective Date of such Order Forms. In the event of any conflict or inconsistency between the terms and conditions outlined in this Agreement and the terms and conditions specified in any Order Form, the terms and conditions of the relevant Order Form shall take precedence and govern the parties’ obligations.

2. Bundled Services. During the term of this Agreement, the Client has the option to select one or more services offered by the Company, including bundled services facilitated by various third parties through the Company. These services can be elected by completing a formal Order Form. In such cases, the terms of this Agreement, along with the relevant terms of the Order Form, apply to the provision of such services.

3. Payment Type and Schedule. The Client agrees to pay the Company the agreed-upon fees and cost (“Fee”) for the Services as outlined in each respective Order Form. Client agrees to the following Fee type as per the below schedule:

4. Payment Terms. Payment shall be made in accordance with the following terms set forth in this Agreement:
   • Unless otherwise noted on the Order Form, Client shall pay to PBO the agreed upon One-Time Fee or Initial Deposit, listed in the Order Form, to initiate Services. Payment of the Initial Deposit is due upon acceptance of the Order, and PBO will not commence work until the Initial Deposit is received.
   • Unless otherwise expressly stated in an Order Form, all Fee exclude shipping and taxes.
   • Recurring services will be billed on a monthly basis and are due within 15 days of the invoice date, and such due date will be specified on each invoice (“Due Date”).

5. Late Payment. In the event that any payment due under this Agreement is not received by the Company within 3 days following the Due Date:
   • The Company reserves the right to charge interest at a rate of 1.5% per month on the outstanding amount or the highest amount permitted by law, whichever is greater until the payment is received in full;
   • Company may, at its discretion, temporarily cease all work and Services on the project until the outstanding payments are received;
   • Terminate the Agreement in accordance with the terms of paragraph 10, below.
   • If the Client’s account remains unpaid for a period exceeding ninety (90) days from the Due Date, the Client shall reimburse the Company for all reasonable costs incurred in collecting such overdue amounts, including but not limited to attorneys’ fees, court costs, and any other expenses associated with the collection process.

6. Pricing and Changes. The pricing terms specified in the Order Form are based on the information provided by the Client concerning the outlined concept. This includes assumptions made by the Company, taking into account its experience and perceived expectations. Any changes to the outlined concept or assumed expectations may potentially affect the agreed-upon payment terms. If such changes have an impact on costs, the Company shall provide detailed information about the changes and their financial implications to the Client. Additional items or charges requested by the Client after the Company’s acceptance of an Order Form will not be included without explicit approval from the Client. Any such changes will require a separate change order that is signed by both parties. Any future Services, materials, or products requested by the Client beyond those initially outlined in the Order Form (“Future Work”) will only be initiated upon the approval of the Client. Future Work shall be specified in a new Order Form, and charges for such Work will be billed separately. Order Forms for any Future Work shall adhere to the payment terms outlined in this Agreement, including the provisions specified in the “Payment Type and Schedule” section.

7. Payment Authorization. The Client hereby authorizes the Company to charge the Client’s credit card or other modes of payment as agreed between the Parties, specified on the Order Form or invoice issued by the Company. This authorization includes any Fee, cost, charges, and any applicable taxes associated with the Services provided under this Agreement and the applicable Order Form. Payments will be processed according to the payment schedule detailed in the Order Form or invoice. This authorization shall remain in effect throughout the term of this Agreement and any subsequent Order Forms, until either party terminates this Agreement in accordance with the terms outlined herein.

8. Term. The initial term for each Services acquired under this Agreement is 12 months (“Initial Term”). The Initial Term commences on the date specified for each Services stated on the Order Form. Following the Initial Term, all Services shall automatically renew for additional one (1) year terms, unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the current term. Both the initial period and any renewal terms are referred to collectively herein as the “Term.”

9. Additional Term. Each future order for additional Services shall establish a new Term specific to that Services. The Monthly Service Fee may be adjusted for each additional term; however, the amount of any such increase shall not exceed 5% annually. The Monthly Service Fee may also increase if the Client adds additional services beyond those initially specified. The Company shall invoice the Client for the Monthly Service Fee at least twenty-five (25) days prior to each Due Date specified in the payment schedule. Alternatively, the Company reserves the right to charge the Client’s credit card for the Monthly Fee on the 1st day of each month.

10. Termination. This Agreement may be terminated as per below conditions:
    • In the event that the Client fails to make any payment as outlined in the “Payment Type and Schedule” clause (paragraph 3), the Company may terminate this Agreement in accordance with the terms specified therein. The Company shall have a unilateral right to terminate this Order within fifteen (15) days of notifying Client of PBO’s election to terminate.
    • If either party breaches any material term or condition of this Agreement and fails to remedy such breach within 30 days of receiving written notice specifying the breach, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.

11. Effect of Termination.
    • Upon termination of the Agreement, the Company shall cease all provision of services, and any outstanding amounts shall become immediately due and payable. The Company shall retain the right to allocate all payments collected up to that date towards Services performed as of the termination date.
    • The Client acknowledges that specific types of work created by the Company, including but not limited to social media content, are produced in pre-determined blocks of time. Therefore, the completion of such work may extend beyond the standard sixty (60) day notice period as stated in paragraph 8 of this Agreement. In such cases, the Client understands and agrees that if termination occurs, they shall be liable for all outstanding work. The Client shall bear the responsibility for all expended time and materials associated with the completion of the specified work, even if it is intended for use after the termination date.

12. Annual Adjustment. During the Initial Term of this Agreement, the Company retains the right to adjust or increase the Monthly Service Fee once per calendar year, subject to a 30-day notice provided to the Client. Each increase shall be calculated based on the change in the U.S. Department of Labor, Consumer Price Index for All Urban Consumers (“CPI”) for the most recent 12-month period prior to the 30-day notice period. The adjustment aims to reflect changes in the cost of living and inflation.

13. Audit. Company or its agents have the right to electronically monitor and audit (annually with notice to Client) Client’s website, social media, and search optimization for purposes of service provision and optimization.

14. Limitation of Responsibility. The Company shall not bear responsibility for any loss, corruption of data, delayed communication, or any other type of loss, damage, or performance limitation arising from or related to deficiencies in the hardware, telecommunications systems, or internet services utilized by the Client.

15. Data Ownership, Responsibilities and Representations. The Company does not own any of the data provided by the Client through the use of the Services. This data is collectively referred to as “Client Data.” The Client assumes complete responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, privacy, and the right to use all Client Data. This emphasizes that the Client is responsible for the content and nature of the data they provide. The Client agrees that the storage or caching of Client Data does not infringe on any intellectual property rights of the Client or violate any applicable laws. The Client also agrees not to store data on the host server that belongs to third parties without obtaining the necessary authorizations and rights. The Client represents that they have the rights to all Client Data and the right to upload this data to the host server. This is especially relevant when utilising the Services provided by the Company.

16. Client Responsibilities.
    • Client shall furnish all necessary information, content, images, videos, and other materials required for the execution of the agreed-upon Services. These materials should be provided in a timely manner as outlined in this Agreement.
    • Client shall provide Company with necessary access credentials for social media accounts including administrative access, website, and any other digital platforms required for the execution of the digital marketing Services.
    • Client shall provide timely feedback, reviews, and approvals on the work submitted by Company. Delays in feedback and approvals beyond a reasonable timeframe may affect the timeline or work schedule and quality of Services.

17. Content. Company is responsible for creating engaging and relevant content for digital marketing purposes, including but not limited to blog posts and social media updates. The following terms apply to content creation:
    • Company will develop a content strategy that aligns with Client’s brand, target audience, and marketing goals. This strategy will outline the types of content to be created, posting schedules, and proposed themes.
    • Content created by Company, including blog posts, social media updates, and related assets, will remain the intellectual property of Company unless otherwise agreed upon in writing. Client will have a license to use this content for marketing purposes as outlined in the Order Form.
    • Company will submit drafts of blog posts and social media updates to Client for review and approval prior to publishing. Client will provide feedback and approvals within a reasonable timeframe to ensure the content schedule is maintained.
    • Client has the right to request reasonable revisions and edits to content drafts to ensure accuracy, tone, and alignment with branding. Company will make these revisions promptly to meet publishing deadlines.
    • Client agrees to provide accurate and relevant information, data, and insights that may be required for the creation of content. Company will rely on accurate information provided by Client to ensure the quality of the content.
    • Company will ensure that all content is original and does not infringe upon the copyrights or intellectual property of third parties.
    • Company will manage the distribution of approved content across designated digital channels, including blogs and social media platforms. Client’s feedback and preferences will be taken into consideration for content distribution.

18. Performance and Optimization. Company will continuously monitor and analyze the performance of digital marketing campaigns. Based on data insights, Company will proactively make adjustments to strategies, tactics, and creative elements to improve results and align with the goals outlined in the Order Form and Scope of Services. Company will ensure that all optimization-based changes align with the overall marketing strategy, objectives, and brand guidelines defined in the Order Form and Scope of Services. Any significant changes will be communicated to Client for review and approval. Company will promptly communicate the rationale, proposed changes, and expected impact to Client. Client agrees to respond promptly to requests for approvals or feedback related to these changes. Company will provide Client with login credentials and access to relevant marketing dashboards, tools, and platforms used to monitor and manage digital marketing campaigns. This access will enable Client to review campaign performance data, metrics, and insights.

19. Outcome Disclaimer. Client acknowledges and agrees that while Company will make best efforts to execute the agreed-upon Services, no specific marketing outcomes or outreach results are guaranteed. The success of marketing campaigns is subject to various external factors, market conditions, and changes in consumer behavior. Company will employ industry best practices and professional expertise to achieve the objectives outlined in the Order Form or the Scope of Services. However, Client acknowledges that results may vary, and that Company does not warrant or represent any specific increase in website traffic, conversion rates, revenue, or other measurable metrics. Client further understands that the effectiveness of marketing efforts may be impacted by factors beyond Company’s control, including changes in algorithms of search engines or social media platforms, shifts in market trends, and competitive landscape changes.

20. Intellectual Property Rights. All title to and the rights, including ownership rights, in any and all inventions, discoveries, patents (registrations, renewals, and pending applications), copyrights, trademarks and trade names, trade secrets, hardware, commercial symbols, work product, other technology, any derivatives, and the goodwill associated with the foregoing, and information embodying proprietary information or data existing and owned by Company as of the date of the order or made or conceived by employees, independent contractors, consultants, representatives or agents of Company in connection with the Services (“Company IP”) is and shall remain the sole and exclusive property of Company and / or its affiliated third parties. Client will not reverse-engineer, decompile, disassemble, translate, create derivative works from, or otherwise attempt to obtain access to the source code of, any aspect of the Service. Without limiting the generality of the foregoing, the parties agree that Company owns and / or will own the systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto. To the extent any Services developed by Company pursuant to this Order incorporate any Company IP, Company hereby grants to Client a one-year non-exclusive, non-transferable license to operate or use Company IP as reasonably necessary to use or operate the products or Services developed pursuant to each Order Form; provided that all obligations of Client to Company hereunder are satisfied in full. This ownership of Company IP excludes fully programmed, launched custom websites. Custom websites, upon completion are fully owned by Client; provided that all obligations of Client to Company hereunder are satisfied in full.

21. Non-Disclosure of Confidential Information. Confidential Information” shall mean any and all cost or pricing information, data, documents, materials, strategies, plans, trade secrets, proprietary tools and software, and any other non-public information relating to a party’s business, technology, finances or operations provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the digital marketing Services provided under this Agreement. Each Party hereby acknowledges and agrees that all Confidential Information disclosed by either Disclosing Party to the Receiving Party under this Agreement is confidential and is the valuable property of such Party. The Receiving Party shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, each Party may disclose certain Confidential Information, on a need-to-know basis to authorized employees or management, agents, attorneys, accountants, consultants, subcontractors and other third party professionals (“Representatives”). The obligations set forth in this clause shall not apply to any information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records, (iii) is independently developed by the Receiving Party without reference to the Confidential Information, (iv) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party’s reasonable efforts to limit such disclosure. The parties acknowledge that a breach of this Non-Disclosure of Confidential Information clause may result in irreparable harm to the Disclosing Party. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity. Upon the termination or expiration of this Agreement, the Receiving Party shall promptly return or, upon written consent of the Disclosing Party, destroy all Confidential Information received from the Disclosing Party, along with any copies thereof. The obligations set forth in this Non-Disclosure of Confidential Information clause shall survive the termination or expiration of this Agreement for the duration specified herein.

22. Warranties and Limitations. The Company hereby warrants that the Services provided shall reasonably conform to the specifications as detailed in the scope of services, in all material respects. The Company does not provide refunds for Services that conform to the specifications in all material respects. In the event of any breach of the warranty specified in this provision, the Company shall undertake to either repair or replace any defective Services at no cost to the Client. The Company will make reasonable efforts to rectify the non-conformance promptly. Alternatively, the Company may choose to refund the purchase price paid for the specific Services that do not conform to the specifications, subject to the conditions and limitations outlined herein. (a) The Client shall promptly notify the Company in writing of any non-conformance or breach of warranty. (b) The Client shall provide detailed information regarding the alleged non-conformance, including evidence supporting the claim. (c) The Client’s notification should be submitted within 30 days from the discovery of the non-conformance, and failure to provide timely notice may result in the forfeiture of the remedy options outlined herein. (d) The Company shall be given a reasonable opportunity to inspect, assess, and rectify the alleged non-conformance before any remedies are implemented. (e) The remedies specified herein are the sole and exclusive remedies available to the Client for breach of the warranty of service conformance. This warranty does not cover any non-conformance resulting from changes made to the Services by the Client or a third party without the Company’s prior written approval, use of the Services in a manner contrary to the scope of services or specifications provided by the Company, force majeure events, acts of nature, or other circumstances beyond the Company’s control, modifications, alterations, or repairs performed by anyone other than authorized representatives of the Company.

23. Indemnification. The Client shall indemnify, defend, and hold harmless Company and its affiliates, directors, officers, employees, agents, licensors, successors, and assigns against any and all third-party claims and losses resulting from or related to the Client’s violation of this Agreement, including any misuse or unauthorized use beyond the scope of the license granted herein. This includes, but is not limited to: (a) Instances where the Client’s gross negligence or willful misconduct results in the failure to fulfill its obligations under this Agreement. b) Situations where the Client materially breaches any of its representations, warranties, covenants, or agreements as stipulated in this Agreement. Additionally, the Client acknowledges that seeking indemnification for a claim arising from an alleged breach of this Agreement does not impede Company from exercising any other legal or equitable rights and remedies it may possess due to such alleged breach.

24. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR LOST PROFITS UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR LIABILITIES RESULTING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL MATTERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PRODUCT OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE SUM OF ALL AMOUNTS PAID OR PAYABLE TO PBO BY CLIENT DURING THE 12-MONTH PERIOD PRECEDING THE CAUSE WHICH GAVE RISE TO SUCH DAMAGES. PBO WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD PARTY LABOR DISPUTES, WAR, DECLARATIONS OF GOVERNMENTS, TRANSPORTATION DELAYS, FAILURE OF VLD, AND TELECOMMUNICATIONS FAILURE. PBO WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF MISUSE OR OTHER USE IN VIOLATION OF THIS AGREEMENT. THIS SECTION SHALL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

25. Any notice sent pursuant to this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order Form or to such address as either party may in the future designate.

26. Distinct Entities Disclaimer. The Client and Company are separate entities. Nothing within this Order shall be interpreted as establishing an agency, partnership, joint venture, employer-employee, or similar relationship.

27. Choice of Law and Jurisdiction. This Agreement shall be governed by, and constructed in accordance with, the law of the United States and the State of North Carolina. The parties agree that any suit or proceeding under, in connection with, or arising out of this Agreement shall be instituted only in a court (whether federal or state) located in the State of North Carolina.

28. Waiver of Trial by Jury. THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

29. Attorney’s Fees and Costs. In the event of any legal action or proceeding aimed at enforcing the terms, conditions, or commitments set forth in this Agreement, or seeking damages due to any breach thereof, the party found to be in breach shall be responsible for reimbursing the other party for all reasonable attorney’s fees and any other justifiable costs and expenses incurred by the non-breaching party. This applies in cases where the non-breaching party emerges as the prevailing party in such legal action, including any subsequent reviews, appeals, or proceedings, even in the context of bankruptcy cases or proceedings. The term ‘prevailing party’ shall denote the party in whose favor a final judgment is rendered following any appeals made, pertaining to the claims presented in the initial complaint. The phrase ‘reasonable attorney’s fees’ refers to the attorney’s fees that have been reasonably incurred in obtaining a judgment in favor of the prevailing party.

30. Force Majeure. Company will not be liable for any failure to perform its obligations under this agreement because of circumstances beyond its reasonable control, which circumstances may include, but are not limited to, natural disaster, terrorism, third-party labor disputes, war, declarations of governments, transportations delays, and telecommunications failure.

31. Binding Agreement. Company and Client have obtained all necessary authority, rights, consents, and approvals required to enter into this Agreement and carry out the transactions.

32. Survival. In the event any provision of this Agreement is struck down and held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement shall survive and will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the term of this Agreement shall survive the termination of this Agreement.

33. Waiver. Any waiver by either party must be in writing and delivered to the other party, as delineated in the Notice provisions above herein. The waiver by either party of a breach or a default under any provision of this Agreement shall not be construed as a waiver of the whole Agreement, and / or of any subsequent breach of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

34. Entire Agreement. This Agreement, in conjunction with the Order Form, constitutes the complete agreement and understanding between the parties concerning the subject matter herein. It replaces and prevails over all prior discussions, both written and oral agreements, and understandings between the parties pertaining to the same subject matter. Company is exclusively bound by the conditions, definitions, warranties, and representations expressly outlined in this Agreement. Any alteration, addition, modification, or supplementation of this Agreement is only effective if documented in writing and signed by an authorized representative from each party. Supplementary click-through or end-user terms and conditions hold no authority, and the stipulations of this Agreement expressly take precedence over any such supplementary terms. The existence of this Agreement shall not be interpreted as establishing a partnership or joint venture, nor does it imply any party’s role as an agent, partner, employee, or representative of the other party.

35. Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties and will be enforceable against the Parties actually executing such counterparts; all of which together will constitute one instrument.

IN WITNESS WHEREOF, parties have caused this Agreement to be executed by their duly

authorized representatives as of the Effective Date.