Master Services Agreement

Last revised: June 2, 2025

This Master Services Agreement, including the Proposal (as defined herein), any Statement of Work (as defined herein) and the Exhibits (collectively, the “Agreement”) is effective as of the effective date of an applicable signed proposal form (“Proposal” and such date the “Effective Date”) and is by and between SMC National, Inc., a California corporation (the “SMC”),  and the client set forth on the Proposal (the “Client”). In the event of any inconsistency or conflict between the terms and conditions of the Agreement set forth below (the “Terms and Conditions”) and the terms of any Proposal, the terms of the Proposal will control. SMC and Client may be referred to herein individually as a “Party” and, collectively, as the “Parties”.

1. SMC Services and Responsibilities.

1.1 Services. SMC shall provide to Client the following services (collectively, the “Services”), as applicable, (a) the marketing services as set forth herein and in Exhibit A attached hereto (the “Marketing Services”), and/or (b) SMC Launchpad services which includes website design and build as set forth in more detail in Exhibit B attached hereto (the “Launchpad Services”).  Services may additionally be set out more specifically in one or more statements of work which may be issued by Client and accepted by SMC (each, a “Statement of Work” or “SOW“). In the event of any inconsistency between Exhibit A, Exhibit B and the Terms and Conditions and an applicable SOW, the terms of this Agreement shall control. Client acknowledges that the manner, means, details and methods used by SMC to achieve the results desired by Client lie within the sole discretion and control of SMC; however, SMC shall use commercially reasonable efforts to provide the Services: (i) in accordance with the terms and subject to the conditions set forth in the Exhibits a respective Statement of Work and this Agreement; (ii) using personnel of required skill, experience, and qualifications; (iii) in a workmanlike and professional manner; and (iv) in accordance with generally recognized industry standards in the marketing field.

1.2 SMC Personnel.

(a) SMC shall hire, supervise, direct, and discharge all employees and Permitted Subcontractors (as defined in 1.2(b)) necessary to perform the Services, each of whom shall be suitably skilled, experienced, and qualified (the “SMC Personnel“).

(b) SMC may enter into agreements with or otherwise engage any person who is not a SMC employee, including any independent consultants, contractors, subcontractors, third party providers or affiliates of SMC (each, a “Permitted Subcontractor”), to provide any of the Services to Client. The engagement of a Permitted Subcontractor shall not relieve SMC of its obligations under the Agreement, and SMC shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement.

(c) SMC shall require each Permitted Subcontractor to enter into a binding written agreement that contains provisions substantially equivalent to the confidential information and intellectual property provisions of this Agreement.

1.3 No Exclusivity. SMC retains the right to perform the same or similar type of services for third parties during the Term (as defined in Section 8.1).

1.4 Compliance with Laws. SMC shall at all times comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of its business and to this Agreement and its performance hereunder.

1.5 Unilateral Service Modifications. SMC may, at its own discretion, modify, enhance, or discontinue Services with thirty (30) days’ written notice. Continued usage of Services by the Client after such notice constitutes acceptance of the modified terms.

2. Intellectual Property.

2.1 The Parties’ Intellectual Property Rights.

(a) Client Materials. Subject to and in accordance with the terms and conditions of this Agreement, Client grants SMC a limited, non-transferable, nonsublicensable (except to Permitted Subcontractors), non- exclusive license during the Term to use, solely in connection with its performance of the Services: (i) Client’s name, service marks, logo or other identifying information and any and all licensed or copyrighted materials owned by Client (“Intellectual Property”) required to provide the Services; and (ii) Client’s website addresses, websites, social media links, and URLs required to create any deliverables required under this Agreement (the “Deliverables”). Client shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, utilities, methodologies, know-how, materials, trade secrets, client lists, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Client solely using Client’s Intellectual Property (“Client Materials”). In the event Client subscribes to the Launchpad Services, “Client Materials” shall additionally include the Client’s Designed Website (as defined in Exhibit B, subject to Client’s full payment of all Launchpad Fees (as defined in Exhibit B) during the Launchpad Initial Term (as defined in Section 8).

(b) SMC Materials. Notwithstanding any other provision of this Agreement, SMC shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by SMC or its licensors, and regardless of whether incorporated in any Work Product (as defined herein), (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that do not incorporate Client Materials; or (iv) if generally applicable, nonsite specific and unrelated to the “look and feel” of any Deliverables, including the “look and feel” of a Client’s Designed Website, developed for Client in connection with the Services (collectively, “SMC Materials”). As used herein, “Work Product” means any and all ideas, designs, drawings, notes, computer programs, algorithms, documents, information, materials, improvements and inventions made, conceived, developed, created or first reduced to practice in the performance of the Services under this Agreement.

(c) Trademarks. SMC may create or develop trademarks for Client, in the form of taglines, slogans, logos, designs, or product and brand names (collectively, the “Marks”). Client shall ultimately be responsible for confirming availability and registering such Marks, even though, pursuant to the SOW, SMC may assist in coordinating the effort associated with clearing and registering the Marks.

(d)  Representation. Client represents and warrants that Client owns or has all necessary rights to use and license Client’s Intellectual Property to SMC in connection with this Agreement.

2.2 Third Party Licenses. When applicable, SMC may be required to utilize third-party licenses for any third-party products that are necessary for SMC to design and develop Client marketing websites and/or design and develop the Client’s Designed Website. Such third-party products may include but are not limited to: serverside applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work which SMC deems necessary to use in furtherance of the Services. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third-party materials beyond the terms and conditions contained in the pertinent license. SMC will keep Client informed of any such limitations.

2.3 Proprietary Work Product.

(a) Subject to fulfillment of Client’s payment obligations hereunder, all Work Product and Deliverables developed or prepared by SMC, its employees or Permitted Subcontractors for Client in connection with the Services which contain Client Materials that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Proprietary Work Product” provided that (i) the Deliverables are produced in final form (i.e., ready to be disseminated to the public) by SMC for Client, and (ii) Client has paid to SMC all Service Fees (as defined in section 3) as set forth herein associated with creating and, where applicable, producing the Proprietary Work Product. All title and interest to Proprietary Work Product shall vest in Client as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Proprietary Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Proprietary Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by SMC to Client. In order to assure that its employees and Permitted Subcontractors do not possess proprietary rights in the Proprietary Work Product that are inconsistent with Client’s possession of such rights, SMC will, as necessary, obtain the assignment and conveyance to Client, or to SMC for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Proprietary Work Product.

(b) The Parties agree that all right, title and interest in and to any and all Work Product which is not Proprietary Work Product (i.e., does not contain any Client confidential information or Client Materials) (collectively, the “Generic Work Product”), including any and all modifications, enhancements, improvements, error corrections and bug fixes thereto, will be jointly owned by both Parties, and each Party hereby grants to the other a non-exclusive, non-transferable, world-wide, perpetual, irrevocable, fully paid-up, royalty-free license (with the right to sub-license) to make, have made, use, modify, lease, sell or otherwise commercially exploit any and all Generic Work Products, including any and all improvements, enhancements, modifications, error corrections and bug fixes thereto. Client acknowledges that SMC may use or exploit Generic Work Product to provide services to third parties or incorporate Generic Work Product in deliverables provided to third parties that are similar to the services and deliverables provided to Client pursuant to this Agreement.  Client acknowledges and agrees that SMC shall be entitled to exploit Generic Work Product without any obligation to notify Client, and Client will receive no royalty or other remuneration for the production or distribution of any services or products developed by the SMC for such third parties.

(c) Notwithstanding anything to the contrary, this Agreement does not restrict or deprive SMC of any of its rights or proprietary interests in any SMC Materials.  Client acknowledges and agrees that the SMC Materials are the sole and exclusive property of SMC.  In the event that the SMC Materials are incorporated in or delivered in connection with or as part of the Proprietary Work Product, SMC agrees to grant Client an irrevocable, unrestricted, non-exclusive, paid-up, perpetual, worldwide license to use, duplicate modify, sublicense, distribute, display and otherwise engage such SMC Materials to enable the full use and/or benefit of the Proprietary Work Product.  Notwithstanding the foregoing, in the event that the SMC Materials are unintentionally delivered in connection with the performance of the Services, upon notice by SMC, Client agrees that such SMC Materials (i) will not be part of the Proprietary Work Product, and (ii) will not be subject to the immediately preceding sentence.  Furthermore, SMC agrees to grant and hereby grants to the Client a non-exclusive, perpetual, irrevocable, royalty-free and worldwide right to use and reproduce any information or technology, which is: (A) used by SMC in connection with SMC’s performance under this Agreement, and (B) licensed to SMC with a right to sublicense.

3. Fees and Expenses; Payment Obligations.

3.1 Fees and Expenses. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay SMC the fees agreed to in the Proposal and, if applicable, each SOW (the “Service Fees”). Such Service Fees may include, as applicable, fees and costs for the Marketing Services and/or the Launchpad Services.

3.2 Payment. Payment for the Services Fees will be automatically charged to the Client’s payment method on file as detailed in, as applicable, the Proposal, Exhibit A and/or Exhibit B, on a monthly basis. SMC only accepts payment by credit card or through Automated Clearing House (ACH). No alternative form of payment will be accepted. If the payment method originally provided becomes invalid, a new and valid form of payment must be provided to SMC as soon as possible. If a valid form of payment is not provided at least forty-eight (48) hours prior to the next billing cycle, Client’s participation may be suspended until such time as a valid form of payment is provided. All credit card transactions described herein will be subject to an additional 3.5% processing fee. By signing the Proposal and accepting the terms of this Agreement, Client give SMC permission to collect monthly Service Fees and One-time Fees, as applicable, and as set forth in the Exhibits, incurred during the Term from the provided payment method without any additional authorization.

3.3 Taxes. All Service Fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority.

3.4 Payment Disputes. Client shall notify SMC in writing of any good faith dispute regarding payment for Services (along with a reasonably detailed description of the dispute) within fourteen (14) days from the charge of Client’s payment method as set forth in, as applicable, Exhibit A and Exhibit B. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with Section 9.7 below.

4. Representations, Warranties, and Certain Covenants.

4.1 Client Representations, Warranties, and Covenants. Client represents, warrants, and covenants to  SMC that Client’s Intellectual Property, Protected Health Information (as defined herein) and Client Materials provided to SMC for use as permitted in this Agreement do not infringe or violate and will not infringe or violate the publicity and privacy rights or any other intellectual property or proprietary rights of any third-party. “Protected Health Information” as used herein shall mean all individually identifiable health information, including demographic data, medical histories, test results, insurance information, and other information used to identify a patient or provide healthcare services or healthcare coverage.

4.2 Client Responsibilities. Client agrees to provide necessary information as outlined in the Proposal to SMC within thirty (30) days of Effective Date. If necessary information is not provided, Client agrees to pay the minimum monthly fee as set forth in as applicable, Exhibit A and Exhibit B, until information is provided and provision of the Services can begin.

4.3 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

5. Indemnification.

5.1 SMC Indemnification Obligations. SMC shall defend, indemnify, and hold harmless Client, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Client Indemnified Party“), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (collectively, the “Losses“) arising out of or resulting from any third-party claim alleging:

(a) breach by SMC or any SMC Personnel of any material representation, warranty, covenant, or other obligations set forth in this Agreement and, as applicable, Exhibit A and Exhibit B; or

(b) gross negligence of SMC or any SMC Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement and, as applicable, Exhibit A and Exhibit B.

5.2 Client Indemnification Obligations. Client shall defend, indemnify, and hold harmless SMC, and its officers, directors, employees, agents, affiliates, subcontractors, successors, and permitted assigns (collectively, “SMC Indemnified Party“), from and against any and all Losses arising out of or in connection with:

(a) damage to any Client patient for any medical condition or treatment outcome;

(b) breach by Client of any representation, warranty, covenant, or other obligations set forth in this Agreement;

(c) negligence or more culpable act or omission of Client (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;

(d) any Client Materials or Client’s Intellectual Property rights that SMC uses to perform the Services with the terms of this Agreement infringes or violates the publicity or privacy rights, Protected Health Information, HIPAA rights, or any other intellectual property rights of a third-party;

(e) any breach by Client of applicable federal, state, or local laws, regulations, or ordinances in relation to the  Services provided under this Agreement; or

(f) any materials, content, or data provided by Client that cause infringement, misappropriation, or violation of any third-party rights.

5.3 Indemnification Procedures. A Party seeking indemnification under this Section 5 (the “Indemnified Party“) shall give the Party from whom indemnification is sought (the “Indemnifying Party“): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

5.4 EXCLUSIVE REMEDY. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THIS SECTION 5 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 5.

6. Limitation of Liability.

6.1 Disclaimer of Guarantee. SMC makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein and in a Proposal, if applicable. In addition, SMC makes no representation that the Services will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors. SMC shall have no liability whatsoever for any claim relating to any Client’s inability to access the Services properly or completely or for any claim related to any errors or omissions in the services. The Services are provided as an “as is” and an “as available” basis. SMC makes no guarantees or warranties with respect to the Services, sale or trade situations whether express or implied. SMC makes no guarantee or warranty that the Services will meet user requirements, be error free, secure, uninterrupted, or timely. While SMC may offer an opinion about possible results regarding the Services described in this Agreement, SMC cannot guarantee any particular result including, but not limited to, patient engagement, retention, new patient enrollment, rankings, lead volume or return on investment. By signing the Proposal and accepting the terms of this Agreement, Client acknowledges that, except as set forth in this Agreement and/or in a Proposal, SMC has made no promises about any outcome relating to the Services and that any opinion offered by SMC in the future will not constitute a guarantee.

6.2 NO DUTY OF CARE TO CLIENT PATIENTS. SMC’S PERFORMANCE OF SERVICES UNDER THIS AGREEMENT SHALL NOT IN ANY WAY BE CONSTRUED AS ASSUMING ANY RESPONSIBILITY FOR ANY DIRECT OR INDIRECT DAMAGE CAUSED TO ANY CURRENT OR FORMER CLIENT PATIENTS AS A DIRECT OR INDIRECT RESULT OF THAT PATIENT’S UTILIZATION OF SMC’S SERVICES. SMC DOES NOT PROVIDE ADVICE, CARE, OR SUPPORT TO INDIVIDUALS IN ANY THERAPEUTIC OR MEDICAL CONTEXT.

6.3 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 5 (INDEMNIFICATION) OR A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Confidentiality.

7.1 Confidential Client Information. From time to time during the Term, either Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“) information about its business affairs and services, confidential information, and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). The Receiving Party shall, during the Term of this Agreement and for a period of three years following termination of this Agreement, (a) not disclose the Disclosing Party’s Confidential Information to any person outside its organization, (b) not exploit such Confidential Information for its own benefit or the benefit of another, (c) not cause or permit reverse engineering of any Confidential Information or decompilation or disassembly of any software programs which are part of the Confidential Information, (d) disclose Confidential Information received by it under this Agreement only to persons within its organization who have a need to know such Confidential Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Confidential Information, and (e) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. The Receiving Party shall be responsible for any breach of this Section caused by any of its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and members of advisory boards). Notwithstanding anything to the contrary, either Party may disclose the existence of this Agreement and a copy of this Agreement to potential and existing investors, including such investors’ respective legal and financial advisors, in connection with a due diligence inquiry received by such Party with respect to a financing transaction, acquisition or any other business transaction involving such Party.

7.2 Disclosure of Company Log-in and Account information. Client acknowledges and agrees that, during the course of and in connection with the Services provided in accordance with this Agreement, SMC shall provide User ID, password, account access, log in, and account information (“Account Information”) only to the permitted persons designated by Client to SMC in writing (“Permitted Users”).

SMC will permit access to Account Information, upon a reasonable written request, only to those named Permitted Users, who may not share said information with others. SMC will report any password changes required by site security and make sure all Permitted Users have up to date access. Neither SMC nor SMC’s personnel shall release Account Information to any unauthorized individual, not named as Permitted Users.

Client acknowledges and agrees that Permitted Users shall be held responsible for any and all damages caused as a result of unauthorized use of the access password(s) by Permitted Users and or any authorized or unauthorized individual within Client’s company. SMC shall not accept nor bear any responsibility, and Client agrees to hold SMC and its directors, officers, employees, agents, or assigns harmless for any and all damages, hinderance to operations or security breaches caused by Permitted Users sharing any and all Account Information in violation of this Agreement or their employee agreement. Client shall immediately notify SMC of Permitted Users no longer employed or affiliated or acting on behalf of Client (the “Terminated Permitted Users”), whereupon SMC shall inactivate and change any and all applicable passwords. Should Client fail to notify SMC of a change in the list of Permitted Users or notify SMC of Terminated Permitted Users within twenty-four (24) hours of the required change, Client shall hold SMC and its directors, officers, employees, agents, or assigns harmless for any and all damages, hinderance to operations or security breaches caused by the release of any Account Information to such Permitted Users or Terminated Permitted Users. Account Information shall not be provided to new Permitted Users not listed in this Agreement without the written agreement of authorized Client representative.

8. Term; Termination.

8.1 Term. 

(a)  Marketing Services. For Client’s using Marketing Services, the term of this Agreement commences on the Effective Date and continues on a monthly basis, automatically renewing, indefinitely unless it is earlier terminated in accordance with the terms of this Agreement.

(b)  Launchpad Services. For Client’s using Launchpad Services, the term of this Agreement commences on the Effective Date and continues for a term of twelve (12) months (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew on a month-to-month basis (each a “Renewal Term”) at the fee set forth in Exhibit B, indefinitely unless it is earlier terminated in accordance with the terms of this Agreement.

(c)   As used herein, “Term” shall mean, with respect to Marketing Services, the term set forth in Section 8.1(a) and, with respect to Launchpad Services, the term set forth in Section 8.1(b) including the Initial Term and any Renewal Term. If Client subscribes to both Marketing Services and Launchpad Services, the applicable “Term” set forth in Section 8.1(a) and 8.1(b) above will apply to such Marketing Services and Launchpad Services subscribed to by the Client. 

8.2 Termination.

(a) SMC may terminate this Agreement, (i) with at least thirty (30) days’ written notice to Client or (ii) effective immediately upon written notice if (A) Client fails to make one (1) or more timely payments, or (B) if Client breaches any of the material terms or conditions of this Agreement or breaches any of Client’s representations in this Agreement (collectively, subsections (A) and (B) of this Section 8.2(a), the “Client’s Breach”).  In the event that Client has subscribed to Launchpad Services and SMC terminates this Agreement during the Initial Term due to Client’s Breach, Client will pay, in full, fees for the Launchpad Services for the reminder of the Initial Term.

(b) Client may terminate this Agreement upon written notice given to SMC at least thirty (30) days prior to, (i) with respect to Marketing Services, the next billing cycle (see Exhibit A), and/or (i) with respect to Launchpad Services, the end of the Initial Term or any applicable Renewal Term.

9. Miscellaneous.

9.1 Entire Agreement. This Agreement, including Exhibit A  and Exhibit B attached hereto, the Proposal and, if applicable, each SOW, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein.

9.2 Notices. All notices required or permitted under this Agreement shall be in writing (including by email) and shall be deemed effective (a) upon personal delivery; (b) upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown on the signature page hereto, or at such other address or addresses as either party shall designate to the other in accordance with this section; or (c) if sent by email to the address shown on the signature page hereto, upon sender’s receipt of an acknowledgement from the recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that, if such email is not sent during the recipient’s regular business hours on a regular business day, then such email notice shall be deemed to have been sent at the opening of business on the recipient’s next business day.

9.3 Amendment and Modification. SMC may amend this Agreement from time to time (an “Amendment”), in which case the new Agreement will supersede prior versions. SMC will notify Client not less than ten (10) days prior to the effective date of any such Amendment and Client’s continued use of the Services following the effective date of any such Amendment may be relied upon by SMC as consent to any such Amendment; provided, however, that in the event an Amendment occurs within the Initial Term and such Amendment adversely and materially affects the Launchpad Services, including, for illustrative purposes only, removal of certain Core Launchpad Services set forth on Exhibit B, Client shall have the right to terminate the Launchpad Services with thirty (30) days written notice to SMC and will not be deemed a Client’s Breach as set forth in Section 8.2(a).

9.4 Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement without prior written consent to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party’s assets. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

9.5 Choice of Law. This Agreement and all related documents including the Proposal, SOWs, if applicable, and all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

9.6 Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions in any forum other than the Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Placer County, and any appellate court from any thereof.

9.7 Dispute Resolution. The Parties agree to attempt initially to solve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by mediation. If the Parties cannot agree on a mediator, then the dispute shall be submitted by the Parties to mediation and conducted in conformity with and subject to the applicable mediation rules and procedures of ADR Services, Inc. (or any successor thereto). A request for mediation conducted by ADR Services, Inc., shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The Parties shall be responsible for their own costs (including reasonable attorneys’ fees) of any dispute resolution as contemplated herein; provided, however, that any Party that refuses to first negotiate in good faith or participate in mediation prior to a judicial action, the refusing Party shall waive any right to reimbursement for costs and attorneys’ fees through any judicial proceeding if the non-refusing Party prevails in such a proceeding. The prevailing Party in any judicial proceeding shall be entitled to reasonable attorneys’ fees and costs.

9.8 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, the Proposal or any SOWs, when and to the extent such Party’s (the “Impacted Party“) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; or (e) embargoes or blockades in effect on or after the date of this Agreement.

9.9 Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. SMC is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third Party.

9.10 Privacy and Security Practices. SMC operates the Services and handles Client information, pursuant to the privacy policy available at https://smcnational.com/privacy-policy/.

Exhibit A

Marketing Services Statement of Work; Marketing Fees

1. Statement of Work

1.1 General Services. SMC is in the business of providing marketing services in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services related to the dental industry. SMC provides marketing services through unique and proprietary methods which include website management and tracking, employee training and coaching, social media management and engagement, Online and SEO management, advertisement management, and content development (such as marketing video testimonials and photography). The goal is to create a loop of advocacy and feedback which benefits our clients and their patients.

SMC’s features and processes are always improving, and such improvements will be rolled out to SMC’s clients as they are completed and tested for efficacy.

2. Marketing Fees

2.1 Marketing Fees. Fees for Marketing Services (the “Marketing Fees”) are paid monthly. This amount shall depend on the Marketing Services the Client selects (the “Selected Services”) and may change should Client wish to alter or add to the Marketing Services requested. SMC shall utilize the Marketing Fee in a customized manner to achieve the set target and goals indicated by Client to SMC. The funds shall be allocated to the best use at the discretion of the SMC to achieve said goals through their expertise and standard practices. Marketing Fees will be automatically collected on a recurring monthly basis through a credit card on file. The Marketing Fee for Client shall be set out in the Selected Services set forth in the Proposal.

2.2 Marketing Budget. Client may choose to allocate a budget, a payment in addition to the Marketing Fee, for additional marketing (the “Additional Fee”). The Additional Fee will be used according to SMC’s proprietary formula and expertise to increase Client online visibility and potentially attract more customers. SMC shall use the Additional Fee as SMC deems fit, in SMC’s sole discretion. Client agrees that any and all changes to the following month’s Additional Fee shall be provided to SMC in writing no later than the 15th of the current month.

2.3 One-Time Fees. Certain fees for Services, such as photography of staff, shall be charged at a “One-Time Fee” rate and be billed with the monthly Marketing Fees.

2.4 Minimum Management Fee. Client agrees to the minimum monthly management fee set forth in the Proposal.

Exhibit B

Launchpad Services Statement of Work; Launchpad Fees

1. Statement of Work

1.1 Launchpad Services. Core Launchpad Services include the following:

(a) Website design and build, including all content and CRM Data (the “Client’s Designed Website”). Specifications for such Client’s Designed Website will be mutually agreed upon between SMC and the Client in the Proposal or a separate SOW;

(b) Call tracking;

(c) Growth coaching, including quarterly strategic meetings with SMC;

(d) SEO management and reporting;

(e) Listings cleanup and management; and

(f)  Trackable CRM setup and access.

2. Launchpad Fees

2.1 Launchpad Fees. Fees are paid monthly for the Launchpad Services at a set rate set forth in the Proposal. Client is responsible for, and agrees to pay, the Launchpad Services on a monthly basis for the entire Initial Term.  Payment for Launchpad Services following the Initial Term and during any Renewal Term shall be at the same monthly rate as during the Initial Term unless otherwise agreed upon in writing by the Client and SMC at least thirty (30) days prior to the end of the Initial Term.

2.2  Optional Add-On Services. From time to time, SMC may offer optional add-ons and features developed by SMC. Fees for such optional add-on services, if and when offered, will be subject to a separate SOW entered into by and between SMC  and Client.