Terms of Service

1. Agreement to Terms

By accessing or using the website and services of Dental Lead Machine ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our website or services.

These Terms apply to all visitors, users, and clients who access or use our website and services. Additional terms may apply to specific services and will be provided in your service agreement.

2. Services Description

Dental Lead Machine provides marketing and growth services for dental practices, including but not limited to:

• Brand development and positioning
• Website design and development
• Digital advertising management (Google Ads, Meta Ads, etc.)
• CRM setup and optimization
• Lead tracking and attribution systems
• Marketing strategy and consulting
• Content creation and management

Specific services, deliverables, timelines, and terms will be outlined in a separate service agreement or statement of work ("SOW") for each client engagement. In the event of any conflict between these Terms and your service agreement, the service agreement shall prevail.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate, complete, and timely information necessary for service delivery
• Grant necessary access to accounts, platforms, and systems as required
• Respond to communications and approval requests within agreed-upon timeframes
• Review and approve deliverables within 5 business days unless otherwise specified
• Pay all fees according to the agreed payment terms
• Ensure all content you provide does not infringe on third-party rights
• Comply with all applicable laws and regulations, including healthcare advertising regulations
• Maintain accurate and up-to-date business information

Failure to fulfill these responsibilities may result in delays, additional charges, or suspension of services.

4. Payment Terms

Payment terms will be specified in your service agreement. General terms include:

• One-time setup fees are due upon contract signing
• Recurring monthly fees are billed at the beginning of each service period
• Ad spend budgets are separate from service fees and paid directly to advertising platforms
• Invoices are due within 15 days of receipt unless otherwise specified
• Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law
• Failure to pay may result in suspension or termination of services
• You are responsible for all taxes applicable to your purchase of services

We reserve the right to adjust pricing with 30 days written notice. Price changes will not affect the current billing period.

5. Performance & Results Disclaimer

Marketing results depend on many factors beyond our control. You acknowledge and agree that:

• No Guaranteed Results: While we use proven strategies and best practices, we cannot guarantee specific outcomes such as lead volume, conversion rates, or revenue
• Variable Factors: Results are influenced by market conditions, competition, seasonality, your services, pricing, staff performance, and other external factors
• Platform Dependencies: Advertising platforms may change algorithms, policies, or features at any time, which may affect campaign performance
• Realistic Expectations: Any projections, estimates, or case studies shared are for illustrative purposes and do not guarantee similar results for your practice

Our performance guarantees, if any, are subject to specific conditions outlined in your service agreement and require full compliance with our recommendations.

6. Intellectual Property

6.1 Company Property

All proprietary systems, methodologies, tools, frameworks, templates, and processes developed by Dental Lead Machine remain our exclusive intellectual property. This includes, but is not limited to, our tracking systems, reporting dashboards, strategic frameworks, and any software or technology we use to deliver services.

6.2 Client Deliverables

Upon full payment, you receive ownership of custom deliverables created specifically for you, including website designs, brand assets, logos, and original marketing content. However:

• We retain the right to use anonymized case studies and aggregated results for marketing purposes
• Third-party elements (stock photos, fonts, plugins) remain subject to their original licenses
• Templates and frameworks adapted for your use remain our intellectual property

6.3 Client Content

You retain ownership of all content, materials, and data you provide to us. You grant us a non-exclusive license to use, modify, and display such content as necessary to perform our services.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information shared during the engagement, including but not limited to:

• Business strategies, plans, and financial information
• Patient data and protected health information (PHI)
• Marketing performance data and analytics
• Pricing and contract terms
• Trade secrets and proprietary methodologies

Confidentiality obligations survive termination of the service relationship for a period of three (3) years, except for trade secrets which remain confidential indefinitely.

8. Data Protection & Privacy

We are committed to protecting the privacy and security of all data:

• Our collection and use of personal data is governed by our Privacy Policy
• We implement appropriate technical and organizational security measures
• We do not sell or share client data with third parties except as necessary to provide services
• If your services involve handling patient data, additional data processing terms may apply

You are responsible for obtaining any necessary consents from your patients or customers for marketing activities and data collection.

9. Third-Party Services

Our services may utilize or integrate with third-party platforms and services, including but not limited to:

• Advertising platforms (Google Ads, Meta/Facebook, etc.)
• Analytics tools (Google Analytics, etc.)
• CRM systems
• Website hosting and content delivery networks
• Communication and scheduling tools

You acknowledge that:

• Third-party services are subject to their own terms and privacy policies
• We are not responsible for third-party service outages, changes, or discontinuation
• You may need to maintain your own accounts with certain third-party providers
• Third-party fees (such as ad spend) are your responsibility and are separate from our fees

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Dental Lead Machine, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Content, materials, or information you provide that infringes third-party rights
• Your products, services, or business practices
• Your violation of any applicable laws or regulations
• Your breach of these Terms or your service agreement
• Claims by your patients, customers, or other third parties

10.2 Company Indemnification

We agree to indemnify and hold you harmless from claims arising from our gross negligence or willful misconduct, or from our infringement of third-party intellectual property rights in materials we create (excluding materials based on content you provided).

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• Liability Cap: Our total aggregate liability for any claims arising from our services shall not exceed the total fees paid by you in the twelve (12) months preceding the claim
• Excluded Damages: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption
• Third-Party Actions: We are not liable for actions, changes, or failures of third-party platforms, including advertising platform policy changes, algorithm updates, or account suspensions
• Force Majeure: Neither party shall be liable for delays or failures caused by events beyond reasonable control (see Section 16)

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

12. Disclaimer of Warranties

Our website and services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that services will be uninterrupted, error-free, or completely secure
• Warranties regarding the accuracy or reliability of results obtained from our services
• Warranties that defects will be corrected or that our systems are free of viruses

13. Termination

13.1 Termination by Either Party

Either party may terminate services according to the terms specified in the service agreement. Generally:

• Initial contract terms must be fulfilled before cancellation
• Month-to-month services require 30 days written notice to cancel
• Termination notice must be provided via email to the designated contact

13.2 Termination for Cause

We may terminate immediately if you:

• Fail to pay fees within 15 days of the due date
• Materially breach these Terms or your service agreement
• Engage in fraudulent, illegal, or unethical business practices
• Provide false or misleading information

13.3 Effect of Termination

Upon termination: (a) you must pay all outstanding fees for services rendered; (b) access to our systems and platforms will be revoked; (c) we will provide reasonable assistance in transitioning services; (d) confidentiality obligations survive termination.

14. Exclusivity

As part of our commitment to client success, we offer market exclusivity:

• We work with only ONE dental practice per defined geographic market to avoid conflicts of interest
• Market boundaries will be defined in your service agreement
• In exchange for our exclusivity commitment, you agree to use our services exclusively for the marketing activities covered under your agreement during the term
• Exclusivity provisions are subject to the terms of your specific service agreement

15. Non-Solicitation

During the term of our engagement and for twelve (12) months thereafter, you agree not to directly or indirectly solicit, hire, or engage any of our employees, contractors, or team members who have performed services for you. This restriction may be waived with our prior written consent.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their reasonable control, including but not limited to:

• Natural disasters, acts of God, or severe weather events
• Pandemics, epidemics, or public health emergencies
• War, terrorism, civil unrest, or government actions
• Cyberattacks, internet outages, or infrastructure failures
• Third-party platform outages or policy changes
• Labor disputes or supply chain disruptions

The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected services without penalty.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating any formal dispute resolution, both parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for at least 30 days.

17.2 Mediation

If informal resolution fails, the parties agree to attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator before pursuing arbitration or litigation.

17.3 Arbitration

Any dispute that cannot be resolved through mediation shall be settled by binding arbitration in Travis County, Texas, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding. Each party shall bear its own costs, with arbitration fees shared equally.

17.4 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights or confidential information without first engaging in dispute resolution procedures.

18. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to any part of the website or our systems
• Interfere with or disrupt the website, servers, or networks
• Collect or harvest any information from the website without permission
• Use automated systems, bots, or scrapers to extract data from the website
• Transmit viruses, malware, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Subject to the dispute resolution provisions above, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Travis County, Texas, and you consent to the jurisdiction of such courts.

20. General Provisions

20.1 Entire Agreement

These Terms, together with your service agreement and any incorporated documents, constitute the entire agreement between you and Dental Lead Machine regarding the subject matter hereof and supersede all prior agreements and understandings.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20.3 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

20.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations to an affiliate or successor entity.

20.5 Notices

All notices under these Terms shall be in writing and sent via email to the addresses specified in your service agreement. Notices are deemed received upon confirmed delivery.

21. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page with a new "Last updated" date. For active clients, we will also provide notice via email. Your continued use of our website or services after changes constitutes acceptance of the modified Terms.

22. Contact Information

If you have questions about these Terms of Service, please contact us at: