Terms of Service

Welcome to MedSpark Digital. These Terms of Service ("Terms") govern your access to and use of medsparkdigital.com ("the Website") and the digital marketing services ("Services") offered by MedSpark Digital ("we," "our," or "us").

Please read these Terms carefully before using our Website or Services. By accessing or using our Website or Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or Services.

• "Client," "You," or "Your" refers to the individual or organization that has engaged MedSpark Digital to provide Services.
• "Agreement" refers to the contractual arrangement between MedSpark Digital and the Client, which includes these Terms, the Service Agreement, and any other documents incorporated by reference.
• "Content" refers to all information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials that appear on the Website or are used in the provision of Services.
• "Intellectual Property" refers to all patents, copyrights, trademarks, trade secrets, and other proprietary rights related to the Website, Services, and Content.

MedSpark Digital provides digital marketing services specifically designed for med spas, including but not limited to:

1. Website design and development
2. Search engine optimization (SEO)
3. Pay-per-click (PPC) advertising management
4. Social media marketing
5. Brand development
6. Lead nurturing automation
7. Digital marketing strategy consultation

The specific Services to be provided to you will be outlined in a separate Service Agreement. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail with respect to the Services being provided.

To access certain features of the Website or to receive our Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding the password that you use to access the Website or Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lowercase letters, numbers, and symbols) with your account. You agree not to disclose your password to any third party.

The fees for our Services ("Fees") will be specified in the Service Agreement. Unless otherwise stated in the Service Agreement:

• Fees are quoted in US dollars and do not include applicable taxes, which will be charged separately.
• Payment terms are net 15 days from the date of invoice.
• For ongoing Services, we will invoice you monthly in advance.
• For project-based Services, we may require a deposit before commencing work.
• Late payments may be subject to a late fee of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

You are responsible for all third-party costs associated with the Services, such as media buys, advertising spend, domain registration fees, hosting fees, and third-party software licenses, unless explicitly included in the Fees specified in the Service Agreement.

To enable us to provide the Services effectively, you agree to:

• Provide timely and accurate information, materials, and approvals as reasonably requested by us.
• Designate a primary contact person with authority to make decisions regarding the Services.
• Review and provide feedback on deliverables within the timeframe specified in the Service Agreement.
• Comply with all applicable laws and regulations related to your business and the marketing of your services.
• Provide access to necessary accounts, systems, or platforms required to perform the Services.
• Ensure that you have the necessary rights to all materials provided to us for use in the Services.

Failure to fulfill these responsibilities may result in delays or additional costs, for which we will not be liable.

Term

The term of our Agreement will be specified in the Service Agreement. For ongoing Services, the Agreement will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

Termination for Convenience

Either party may terminate the Agreement for convenience by providing written notice to the other party as specified in the Service Agreement. If the Service Agreement does not specify a notice period, a minimum of 30 days' written notice is required.

Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party:

• Materially breaches the Agreement and fails to cure such breach within 15 days after receiving written notice of the breach;
• Becomes insolvent, files for bankruptcy, or has a receiver appointed for substantially all of its assets;
• Ceases to do business or is unable to pay its debts as they become due.

Effect of Termination

Upon termination of the Agreement:

• You will pay us for all Services performed up to the effective date of termination.
• If termination is initiated by you without cause or by us for cause, you will also pay any early termination fees specified in the Service Agreement.
• We will return or delete your confidential information and materials as requested by you.
• We will provide reasonable assistance with the transition of Services to you or another service provider at our standard hourly rates.

Your Content

You retain all ownership rights in the materials, information, and intellectual property you provide to us for use in the Services ("Client Content"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services to you.

You represent and warrant that you own or have the necessary rights to the Client Content and that the use of the Client Content in the Services will not infringe the rights of any third party.

Our Content

We retain all ownership rights in our proprietary methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how ("MedSpark Digital Content") that we may use or develop in connection with the Services. Nothing in these Terms transfers ownership of any MedSpark Digital Content to you.

Deliverables

Unless otherwise specified in the Service Agreement, upon full payment of all Fees, we grant you a non-exclusive, perpetual, worldwide license to use the deliverables created specifically for you as part of the Services for your internal business purposes. This license does not include the MedSpark Digital Content or any third-party materials incorporated into the deliverables, which may be subject to separate license terms.

Third-Party Materials

The Services may incorporate software, code, content, or other materials owned by third parties. Your use of such third-party materials may be subject to separate terms and conditions. We will notify you of any such terms and conditions that may apply.

Each party may have access to certain confidential information of the other party in connection with the Services. Each party agrees to keep confidential and not disclose or use any confidential information of the other party except as necessary to perform its obligations or exercise its rights under the Agreement.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party's possession before receipt from the disclosing party; (c) is rightfully obtained by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's confidential information.

If the receiving party is required by law to disclose confidential information, it will give the disclosing party prompt notice of such requirement (to the extent legally permitted) and will cooperate with the disclosing party if it wishes to contest the disclosure.

Our Warranties

We warrant that:

1. We will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.
2. The Services will conform to the specifications set forth in the Service Agreement.
3. We have the right to enter into this Agreement and to grant the rights granted herein.

Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO TRAFFIC INCREASES, LEAD GENERATION, OR REVENUE GROWTH. DIGITAL MARKETING RESULTS DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER LEGAL OR EQUITABLE THEORY.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS; (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (C) YOUR PAYMENT OBLIGATIONS; OR (D) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

Your Indemnification

You will indemnify, defend, and hold harmless MedSpark Digital and its officers, directors, employees, and agents from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or the Service Agreement; (b) your use of the Services in violation of applicable law; (c) any Client Content; or (d) your violation of any third-party rights.

Our Indemnification

We will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) our breach of these Terms or the Service Agreement; (b) our violation of applicable law in performing the Services; or (c) allegations that the Services, excluding Client Content and third-party materials, infringe the intellectual property rights of a third party.

Indemnification Procedure

The party seeking indemnification will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that adversely affects the indemnified party without the indemnified party's written consent, which will not be unreasonably withheld.

We reserve the right to modify these Terms at any time by posting the changes on the Website or by otherwise notifying you. Your continued use of the Website or Services after any such changes constitutes your acceptance of the modified Terms.

These Terms shall be governed by and construed in accordance with the laws of Florida, without giving effect to any principles of conflicts of law.

Any dispute arising out of or relating to these Terms or the Services will be resolved as follows:

1. The parties will first attempt to resolve the dispute through good faith negotiations.
2. If the dispute is not resolved through negotiation within 30 days, the parties will attempt to resolve the dispute through mediation conducted in Brandon, Florida by a mediator agreed upon by both parties.
3. If the dispute is not resolved through mediation within 60 days, the dispute will be resolved by binding arbitration conducted in Brandon, Florida in accordance with the rules of the American Arbitration Association.

The prevailing party in any dispute will be entitled to recover its reasonable attorneys' fees and costs.

Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, or war.

Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Entire Agreement

These Terms, together with the Service Agreement and any other documents incorporated by reference, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.

No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

Relationship of the Parties

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and us.

Notices

All notices required or permitted under these Terms shall be in writing and will be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by certified mail, return receipt requested, to the addresses specified in the Service Agreement or such other address as either party may specify in writing.