Terms of Service

2.1 Description of Services

Lead Massive provides digital marketing services for healthcare and care-vertical businesses, which may include, without limitation: search engine optimization (SEO) sprints (technical, content, and link-building); local SEO and Google/AI-search optimization; paid media campaign management; Local Service Ads (LSA) management; directory and reputation management (including ZocDoc); analytics; reporting; and related services (collectively, the "Services").

2.2 Your Service Plan

The specific Services we will perform for you, the deliverables, the cadence of work, and the fees payable are determined by the service plan you selected at checkout (your "Service Plan"). Your Service Plan is incorporated into and forms part of these Terms by this reference. If there is a conflict between these Terms and your Service Plan, these Terms govern unless your Service Plan expressly states otherwise.

2.3 Method of Performance

We are solely responsible for determining the methods, details, and means of performing the Services. We represent that we are duly licensed (as applicable) and have the qualifications, experience, and ability to properly perform the Services. We will use commercially reasonable efforts to perform the Services in a professional and workmanlike manner.

2.4 Subcontractors and Assistants

We may, at our own expense, employ or engage employees, subcontractors, partners, or agents (collectively, "Assistants") to perform any portion of the Services. Such Assistants are not your employees, and we are responsible for their professional performance under these Terms.

3.1 Initial Term

Unless earlier terminated as provided in these Terms, your engagement begins on the Effective Date and continues for an initial term of six (6) months (the "Initial Term").

3.2 Pricing Tiers During the Initial Term

During the Initial Term, fees are charged in two tiers as set forth in your Service Plan: (a) Months 1–3 (the onboarding and setup phase) are charged at the higher tier; and (b) Months 4–6 (the steady-state phase) are charged at the lower tier.

3.3 Continuation After Initial Term

Following the Initial Term, your engagement automatically continues on a month-to-month basis at the lower-tier rate set forth in your Service Plan, until terminated as provided in Section 3.4 or 3.5. No further notice or affirmative renewal by either party is required for this continuation.

3.4 Termination for Convenience

Either party may terminate this Agreement at any time, including during the Initial Term, by providing the other party with at least thirty (30) calendar days' prior written notice (which may be delivered by email to the address on file). Termination is effective at the end of the billing cycle in which the 30-day notice period concludes. You remain responsible for all fees through the effective date of termination.

3.5 Termination for Cause

Either party may terminate this Agreement immediately for cause if the other party materially breaches its obligations and fails to cure that breach within ten (10) business days after receiving written notice of the breach. Material breach includes, without limitation, your failure to pay any undisputed invoice when due (subject to the cure period in Section 4.3).

3.6 Effect of Termination

Upon termination: (a) we will stop performing the Services and our employees and Assistants will cease work; (b) all fees accrued through the effective date of termination remain payable; (c) all fees previously paid are non-refundable except as required by applicable law or as expressly provided in your Service Plan; (d) any Subscription License under Section 8.7(b) terminates automatically and Sections 8.7(e)–(h) govern the wind-down; and (e) Sections that by their nature should survive termination will survive, including Sections 6, 7, 8, 9, 11, 12, 13, 16, and 17.

4.1 Fees and Service Plan

You agree to pay the fees set forth in your Service Plan in accordance with the pricing tiers described in Section 3.2 and the billing cadence shown at checkout. All fees are stated and payable in U.S. Dollars unless otherwise specified.

4.2 Billing Authorization; Continued Billing

By checking the acceptance box, you authorize us (or our payment processor) to charge your designated payment method on the billing cadence shown at checkout, including any continuation charges following the Initial Term as described in Section 3.3. Charges will recur until you terminate this Agreement under Section 3.4 or 3.5. It is your responsibility to keep your payment information current.

4.3 Late Payment; Suspension; Activation Fee

If we are unable to charge your payment method, or you are otherwise late on two (2) or more payments under the agreed billing terms, we reserve the right to suspend all active projects under your Service Plan immediately and without further notice. To resume any work that was in development at the time of suspension, you may be required to pay an activation fee in an amount equal to one (1) month's higher-tier fee under your Service Plan. Fees for suspended periods remain due and payable.

4.4 Pass-Through Expenses

Unless expressly authorized by us in writing or specified in your Service Plan, we are responsible for our own expenses incurred in performing the Services. Where your Service Plan permits pass-through expenses (for example, third-party link-placement fees, content-writing fees, ad spend, software licenses, or directory listing fees), those expenses will be billed to you in addition to the Service Plan fees, with prior approval and reasonable evidence of the amount.

6.1 We Do Not Handle PHI

Lead Massive is not a "Business Associate" under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), or its implementing regulations. We do not perform Services that require, request, or contemplate access to Protected Health Information ("PHI"), as that term is defined under HIPAA. We will not execute a Business Associate Agreement (BAA) under these Terms.

6.2 Your Obligations

You represent, warrant, and agree that:

(a) you will not transmit, upload, share, or otherwise expose any PHI to us, our personnel, our Assistants, or any system, platform, or integration we use in performing the Services;

(b) you will keep all PHI out of: (i) website forms and form submissions accessible to us; (ii) Google Analytics, Google Tag Manager, or any other analytics platform; (iii) advertising platforms (including Google Ads, Meta, LSA, and ZocDoc); (iv) call-tracking systems, transcriptions, or recordings shared with us; (v) email or messaging communications with us; and (vi) any project-management or file-sharing tool we use;

(c) you will use aggregated, de-identified data only for purposes of analytics, reporting, and campaign optimization;

(d) you will not request that we draft, post, or respond to reviews or other content in a manner that confirms or implies any individual's status as a patient or recipient of healthcare services; and

(e) you are solely responsible for HIPAA compliance with respect to your operations.

6.3 Indemnification for PHI Exposure

You agree to defend, indemnify, and hold harmless Lead Massive and its members, officers, employees, and Assistants from and against any and all claims, damages, fines, penalties, and reasonable attorneys' fees arising out of or related to your transmission or exposure of PHI in violation of this Section 6.

6.4 Our Right to Stop and Escalate

If we discover PHI in any data, system, or communication channel covered by Section 6.2, we may immediately suspend the affected workstreams, delete or quarantine the affected data, and require you to remediate before we resume work. Suspensions under this Section 6.4 do not relieve you of your payment obligations.

8.1 Lead Massive Owns All Proprietary IP

All inventions, discoveries, developments, innovations, methodologies, processes, frameworks, software, AI agents, prompts, scripts, automations, workflows, templates, playbooks, dashboards, reporting structures, training materials, and other materials owned, licensed, created, or used by Lead Massive (whether developed before, during, or after your engagement, and whether or not used in connection with your Services) (collectively, "Lead Massive IP") remain exclusively owned by Lead Massive. No Lead Massive IP is transferred, assigned, or licensed to you except as expressly set forth in Sections 8.3 or 8.7.

8.2 No Work-for-Hire; No Assignment

No portion of the Services is provided as a "work made for hire" under the U.S. Copyright Act or any similar law, and no Lead Massive IP, methodology, tool, or system used to deliver the Services is assigned, transferred, or sold to you under these Terms. The Services are a service relationship, not a sale of intellectual property.

8.3 Customer Deliverables — Limited License Only

Where the Services result in customer-facing materials that are published, installed, or otherwise placed in your possession or on platforms you control — and that are not Subscription Deliverables governed by Section 8.7 — (for example, blog posts published on your website, landing pages on your domain, ad creatives in your advertising accounts, or downloadable reports we deliver to you) (collectively, "Customer Deliverables"), Lead Massive grants you, conditional on and effective upon your full payment of the corresponding fees, a non-exclusive, perpetual, royalty-free, non-transferable, non-sublicensable license to use, display, distribute, and reproduce those Customer Deliverables solely for your internal business operations and for marketing your own products and services. This license does not include, and you will not: (a) sublicense the Customer Deliverables; (b) sell, rent, lease, or transfer the Customer Deliverables to any third party; (c) use Customer Deliverables to provide marketing services to others; or (d) reverse-engineer, decompile, or attempt to derive the methodology, frameworks, prompts, or tools used to produce the Customer Deliverables.

8.4 Customer-Provided Materials

You retain ownership of all materials you provide to us (including content, logos, photographs, brand assets, customer lists, and product information). You grant us a non-exclusive, royalty-free license to use those materials solely for the purpose of performing the Services.

8.5 No Reverse Engineering; No Competing Use of Lead Massive IP

You agree not to (a) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure, prompts, methodology, or algorithms of any Lead Massive IP; (b) copy, replicate, or create derivative works of any Lead Massive IP; or (c) use any Lead Massive IP, or information derived from your engagement with us, to build, train, or operate a competing service. The obligations in this Section 8.5 survive termination of these Terms.

8.6 Use of Anonymized Data for Improvement

You agree that we may use aggregated, anonymized, and de-identified data derived from the Services for the purpose of improving our products, methodologies, and benchmarks. This Section 8.6 does not authorize use of your Confidential Information or PHI in any form.

8.7 Website-as-a-Service and Subscription Deliverables

If your Service Plan includes a Website-as-a-Service offering, a hosted application, or any other deliverable provided on a subscription basis (each, a "Subscription Deliverable"), the following terms apply:

(a) Ownership. The Subscription Deliverable, including the website's design, code, themes, templates, plugins, hosting configuration, and underlying infrastructure (but excluding Customer-Provided Materials and Customer Data), is and remains Lead Massive IP. Ownership does not transfer unless you exercise the buyout option in Section 8.7(d).

(b) Subscription License. While your subscription is active and you are current on all fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the Subscription Deliverable for your internal business purposes. This license terminates automatically upon termination of your subscription.

(c) No Perpetual Rights Without Buyout. You acknowledge that, absent exercise of the buyout option, you have no right to retain, host, copy, migrate, or use the Subscription Deliverable after termination or removal.

(d) Buyout Option. You may, at any time during your subscription and provided you are current on all fees, elect to permanently acquire ownership by paying the buyout amount specified in your Service Plan. Upon our receipt of the full buyout amount, the Subscription Deliverable converts to a Customer Deliverable governed by Section 8.3.

(e) Non-Payment; Suspension; Removal. If you fail to pay any subscription fee when due and the failure is not cured within thirty (30) calendar days after the due date, we may, after providing at least fifteen (15) calendar days' prior written notice, suspend or remove the Subscription Deliverable, including taking the website offline, deleting hosted files, and discontinuing associated services.

(f) Customer-Provided Materials and Customer Data. Notwithstanding any suspension or removal: (i) Customer-Provided Materials remain your property and will be made available upon written request for a reasonable retrieval period; and (ii) Customer Data will, upon written request made before removal, be exported to you in a commonly used format.

(g) Domain Ownership. If you own or register the domain name on which the Subscription Deliverable is hosted, that domain remains your property and is not affected by suspension or removal.

(h) No Refund. Subscription fees previously paid are non-refundable upon suspension or removal under this Section 8.7.

9.1 Mutual Obligation

Each party may have access to the other's non-public business information ("Confidential Information"), including business and product processes, methods, customer lists, accounts, procedures, financial information, and strategy. Each party agrees to: (a) use the other party's Confidential Information only as necessary to perform or receive the Services; (b) not disclose Confidential Information to any third party except to its employees, agents, or Assistants who need to know and are bound by confidentiality obligations; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable standard of care.

9.2 Exclusions

Confidential Information does not include information that: (a) was already known by the receiving party without an obligation of confidentiality; (b) becomes publicly known through no fault of the receiving party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without an obligation of confidentiality.

9.3 Return or Destruction

Upon termination or upon the disclosing party's written request, the receiving party will return or, at the disclosing party's option, destroy all Confidential Information in its possession or control, except as required to be retained by law or by reasonable archival policy.

9.4 Discretion About Engagement

Neither party will disclose the existence or terms of these Terms to any third party (other than its professional advisors, financing sources, and prospective acquirers under reasonable confidentiality obligations) without the other party's prior written consent.

10.1 Independent Contractor Status

Our relationship with you is that of an independent contractor and not that of an employee, agent, partner, or joint-venturer. Neither party has authority to bind the other or create any obligation on the other's behalf except as expressly authorized in writing.

10.2 No Benefits

Neither we nor our Assistants are eligible for any of your employee benefits, and to the extent we or any of our Assistants would otherwise be eligible for any of your employee benefits but for the express terms of these Terms, we (on behalf of ourselves and our Assistants) hereby expressly decline to participate in such benefits.

10.3 Withholding; Tax and Employment Indemnity

We have full responsibility for applicable withholding taxes for all compensation paid to us or our Assistants under these Terms, and for compliance with all applicable labor and employment requirements with respect to our self-employment, sole proprietorship, or other form of business organization, and with respect to our Assistants, including state workers' compensation insurance coverage requirements and any U.S. immigration visa requirements. We agree to indemnify, defend, and hold you harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes or labor or employment requirements.

(a) Aggregate Cap

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO LEAD MASSIVE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

(b) Excluded Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Exceptions

The limitations in this Section 12 do not apply to: (i) your payment obligations under Section 4; (ii) your indemnification obligations under Sections 6.3, 11, and 13.2; (iii) either party's breach of confidentiality under Section 9; (iv) your breach of Section 8 (Intellectual Property), including the no-reverse-engineering and no-competing-use obligations in Section 8.5; or (v) liability that cannot be limited under applicable law.

(d) Basis of the Bargain

You acknowledge that the limitations in this Section 12 are an essential basis of the bargain and that, absent these limitations, the fees and other terms of the Service Plan would be materially different.

13.1 Our Representations

We represent and warrant that neither we nor any of our Assistants is under any pre-existing obligation in conflict or in any way inconsistent with these Terms; that our performance of all the terms of these Terms will not breach any agreement to keep in confidence proprietary information acquired by us in confidence or in trust prior to the Effective Date; that we have the right to disclose and use all ideas, processes, techniques, and other information we disclose to you or use in the course of performance of these Terms, without liability to third parties; and that we will not knowingly infringe upon any copyright, patent, trade secret, or other property right of any former client, employer, or third party in performing the Services.

13.2 Customer Materials Indemnity

You represent and warrant that any content, copy, images, brand assets, lists, claims, and other materials you provide for use in the Services do not infringe any third party's intellectual property, privacy, or publicity rights, and do not violate any applicable law. You agree to defend, indemnify, and hold us harmless from any third-party claim arising out of breach of this Section 13.2.

13.3 Third-Party Bundling Restriction

We will not bundle or incorporate into any Work Product provided to you any third-party products, ideas, processes, or techniques that require a separate license or fee, without your prior written approval.

15.1 Consent to Electronic Communications

You consent to receive communications from us electronically, including emails, in-product notifications, and notices posted on our website or within your account. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

15.2 Notices to Lead Massive

You will give notices to us by email to the address designated on our website (or to such other address as we may specify in writing). Notice is deemed given upon delivery confirmation or, if confirmation is not available, three (3) business days after the email is sent.

15.3 Notices to You

We may give notices to you by email to the address you provided at checkout, by in-product notification, or by certified mail to the postal address on file. Email notice is deemed given when sent, absent indication of non-delivery.

16.1 Governing Law

The validity, interpretation, construction, and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereunder, will be governed, construed, and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.

16.2 Exclusive Venue

Any litigation arising out of or under these Terms will be brought exclusively in the appropriate state or federal court of competent jurisdiction located in Fort Bend County, Texas, and the parties expressly consent to personal jurisdiction and venue in such courts.

16.3 Jury Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS.

16.4 Attorney's Fees

In any legal proceeding brought to interpret or enforce any right or obligation under these Terms, the prevailing party will be entitled to recover its reasonable court costs and attorneys' fees from the non-prevailing party.

17.1 Severability

If any provision of these Terms is held to be unenforceable under applicable law, the parties will renegotiate that provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement, then (i) such provision will be excluded from these Terms, (ii) the balance of the Terms will be interpreted as if such provision were so excluded, and (iii) the balance of the Terms will be enforceable in accordance with its terms.

17.2 Entire Agreement

These Terms, together with your Service Plan, constitute the entire and only agreement between the parties regarding the subject matter hereof. No oral statements, representations, or prior written communications not contained or incorporated herein have any force or effect. These Terms may be modified only as provided in Section 14.

17.3 Successors and Assigns

These Terms, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of the parties' respective successors, assigns, heirs, executors, administrators, and legal representatives. We may assign any of our rights and obligations under these Terms. You may not assign, whether voluntarily or by operation of law, any of your rights or obligations under these Terms except with our prior written consent. Any attempted assignment in violation of this Section is void.

17.4 Construction

These Terms have been drafted by us and are accepted by you (with the opportunity to consult counsel). No ambiguity will be construed in favor of or against any party.

17.5 Amendments and Waivers

Except as provided in Section 14, no modification of or amendment to these Terms, nor any waiver of any rights hereunder, will be effective unless in writing signed by the parties. No delay or failure to require performance of any provision of these Terms constitutes a waiver of that provision as to that or any other instance.

17.6 Counterparts; Electronic Acceptance

These Terms may be accepted in any number of electronic counterparts, each of which is enforceable against the party accepting. Your electronic acceptance has the same force and effect as a manual signature.

17.7 Merger

These Terms will not be terminated by our merger or consolidation into or with any other entity.