PERFORMANCE PROGRAM WEBSITE, MARKETING AND CONVERSION COACHING AGREEMENT
WHEREAS, Dental Revenue provides AI powered website design, development, maintenance, search engine optimization, conversion coaching, and related marketing services designed to enhance the online presence of dental practices and generate new patient revenue (the “Performance Program”); and
WHEREAS, Client desires to purchase the Performance Program services and obtain a license to use certain software in accordance with the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Client Website” means the website developed by Dental Revenue pursuant to this Agreement.
1.2 “Content” means all materials displayed on the Client Website, including text, graphics, photographs, images, audio, and video.
1.3 “Fees” means all setup fees, monthly service fees, software license fees, and any other charges payable by Client under this Agreement.
1.4 “Performance Design Styles” means website templates, layouts, and AI design styles created and owned by Dental Revenue.
1.5 “Software” means Dental Revenue’s proprietary software, AI Agents, Agents data and any third-party software used or provided in connection with the Performance Program.
1.6 “Tracked Number” means a telephone number provided by Dental Revenue for tracking, recording, and analyzing new patient calls under the Performance Program.
2. ENGAGEMENT
Client hereby engages Dental Revenue to provide the Performance Program services as described in this Agreement.
3. SOFTWARE LICENSE
During the term of this Agreement, Dental Revenue grants Client a non-exclusive, non-transferable, worldwide license to use the Software solely in connection with the Performance Program.
Client shall not copy, modify, reverse engineer, sublicense, sell, or otherwise alter the Software. Dental Revenue reserves the right to update, modify, or discontinue the Software at its discretion.
4. DOMAIN AND HOSTING
Client shall retain ownership of its domain name.
During the term of this Agreement, Dental Revenue shall maintain administrative control or access to the domain as necessary to perform services.
After the Initial Term (defined below), Client shall pay an annual renewal fee of $425 for hosting, domain renewal, and associated email services (“Renewal Fee”). The Renewal Fee is due at the beginning of each successive 12-month renewal period.
Hosting services are provided through third-party vendors (e.g., WP Engine, GoDaddy, or similar providers). Dental Revenue makes no guarantees beyond those provided by the third-party vendors and shall not be liable for service interruptions, data loss, or damages arising from third-party services.
5. HIPAA COMPLIANCE AND BUSINESS ASSOCIATE TERMS
5.1 No Intended PHI Collection
The Performance Program is not designed to collect Protected Health Information (“PHI”) as defined under HIPAA. The system does not intentionally capture social security numbers, medical records, or similar sensitive patient data.
The program records and stores new patient calls and contact form submissions only. Calls to the current patient number are not recorded. If a current patient inadvertently provides PHI through a new patient channel, Dental Revenue staff are instructed to delete such information without review.
5.2 Subcontractor Compliance
To the extent Dental Revenue or its subcontractors create, receive, maintain, or transmit PHI, they shall use PHI only as permitted by applicable agreements and law; implement administrative, technical, and physical safeguards; report breaches or security incidents within five (5) days of discovery; cooperate with mitigation, investigation, and required notifications; and require subcontractors to comply with equivalent protections.
5.3 Termination and PHI Return
Upon termination, all PHI shall be returned or destroyed unless infeasible, in which case protections will continue.
5.4 Indemnification (HIPAA)
Subcontractor shall indemnify Business Associate for damages arising from violations of HIPAA obligations.
6. OWNERSHIP AND USAGE RIGHTS
Client will select a Performance Design Style, which will be personalized with client branding and content.
Dental Revenue retains ownership of all underlying Performance AI Design Styles, templates, layouts, animations, design elements, and stock images or third-party materials obtained by Dental Revenue.
Client retains ownership of its domain and its original Content. Dental Revenue may display completed work in its portfolio and marketing materials. Client agrees to include a design credit and link to Dental Revenue in the website footer during the term of this Agreement.
7. CLIENT RESPONSIBILITIES
7.1 Content Responsibility
Client is solely responsible for all Content. Dental Revenue may review and reject Content at its discretion.
Client represents that Content does not violate laws, does not infringe third-party rights, is not defamatory, obscene, deceptive, or misleading, and does not promote illegal or unethical conduct.
7.2 Call Recording Compliance
Client acknowledges that calls to a Tracked Number include a recording notice prompt.
Client is solely responsible for complying with federal, state, and local call recording laws, including providing notice and obtaining required consent from employees or other call recipients.
Client represents that it has consulted legal counsel regarding call recording compliance and will provide revised prompt language if required by law.
8. PAYMENT TERMS
Client agrees to pay the Fees specified in the Agreement.
Client shall maintain a valid credit card on file. Monthly Fees will be billed in advance beginning upon website launch.
If payment is not received within ten (10) days of the due date, services and licenses may be suspended. If website launch is delayed due to Client action for more than ten (10) days, Dental Revenue may begin billing monthly Fees.
9. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of non-public information received from the other and to use such information only for purposes of performing this Agreement.
10. TERM AND TERMINATION
The initial term is twelve (12) months (“Initial Term”).
The Agreement automatically renews for successive 12-month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
11. REPRESENTATIONS AND WARRANTIES
Client represents that it owns or has rights to all Content and that such Content complies with all applicable laws. Dental Revenue warrants that services will be performed in a professional and workmanlike manner.
Except as expressly stated, services and Software are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind. Dental Revenue does not guarantee specific marketing results, leads, or revenue increases.
12. INDEMNIFICATION
Client shall indemnify and hold harmless Dental Revenue and its affiliates from third-party claims arising from Client Content, breach of Client representations, or violation of call recording or privacy laws.
13. LIMITATION OF LIABILITY
Each party’s total cumulative liability under this Agreement shall not exceed the greater of: (1) the total amounts paid or payable in the twelve (12) months preceding the claim; or (2) $5,000.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages. This limitation does not apply to breaches of confidentiality or indemnification obligations.
14. GENERAL PROVISIONS
This Agreement is governed by the laws of the State of Maryland. The parties consent to jurisdiction and venue in Maryland. If any provision is found unenforceable, the remainder shall remain in effect. Dental Revenue may assign this Agreement without consent. Client may not assign without written consent.
This Agreement, including its Exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions. Any amendment must be in writing and signed by both parties.