PACKAGES & SERVICES
1. Customized Website Design, Development, and Hosting (“Custom Website DDH”). This packageincludes a website which will be built using one of MediaNV’s pre-built themes (“Theme(s)”). MediaNV will supply Client with the Themes after execution of the Service Agreement (“the Agreement”). Client may customizeone of the Themes with respect to, including but not limited to, the colors and images displayed on the website. Client’s custom preferencesmust be communicated to MediaNV before development begins. MediaNV must also host the website for Client for the duration of the Agreement term.
2. Advanced SEO Advertising Package. This package includes Search Engine Optimization services (hereinafter referred to as “SEO Services”) provided by MediaNV to Client. The following are the SEO Services that MediaNV must provide Client upon purchase of this Package:
- Competitor research, keyword research and selection based on volume and relevance.
- Create and maintain off-page, including “back links,” from other authoritative sources in order to increase rank and generate traffic.
- Optimization of “on-page” through meta data, page titles, tags, and overall content refresh.
- Follow best practice structure for SEO recommended technical formatting, navigation, code, schema, and structure.
- Optimize create and maintain major business listings such as Google, Apple business, Yelp, and Bing.
- Create up to 20 pages of content for the website to improve SEO for service-based searches.
- Create articles that will be posted both on and off of the website to improve traffic and authority.
- Minor website revisions and tracked results via Asana reporting project.
- Employment of best practices to improve name, address &phone (“NAP”) consistency.
3. Accelerated Advertising Package. Upon Client’s purchase of the Accelerated Advertising Package, MediaNV must provide the Client all of the services included in the Advanced SEO Advertising Package, in addition to that MediaNV will establish the organization’s presence on the social media platforms as per MediaNV’s professional discretion by posting up tofive (5) timesper week.MediaNV will pre-schedule and only use its own library of content to create the posts. MediaNV must post Client’s requested custom posts on social media platforms if Client gives at least fourteen (14) days notice and marketing material to MediaNV. Client may only request one (1) custom post per week.
4. Patient Promise Program (PPP). MediaNV offers two distinct PPP Packages, “PPP5” and “PPP10.” Details regarding the differences between these packages are outlined in Section 8 of the “Terms & Conditions.” Upon Client’s purchase of a PPP Package, MediaNV mustprovide Client with all of the services included in the Advanced SEO Advertising Package and the Accelerated Advertising Package, in addition to the following services:
- MediaNV will create and manage the Client’s pay-per-click marketing campaign on Google AdWords and Facebook Marketplace.
- Media NV will create ads to be used on the aforementioned platforms, at its own discretion.
- Call Tracking.
5. Call Tracking. Call Tracking will include setting up the Client’s account on MediaNV’s preferred call tracking application, CallRail. In purchasing Call Tracking, Client gives MediaNV consent to listen to incoming phone calls via the tracking numbers used on CallRail. Call Tracking through CallRail is charged at a rate of $45 USD/month and includes ten (10) local numbers and five-hundred (500) local minutes.
TERMS & CONDITIONS
These terms and conditions (“Terms & Conditions”) govern and apply to your (“Client”) Services Agreement (“the Agreement”) with MediaNV.
1. Definitions.
1.1 “Credentials”means Client’s personally identifiable information, including any contact information, usernames, passwords, email addresses, payment information and/or any other information which MediaNV may require in order to fulfill the terms of the Agreement.
1.2 “Package” means any of the service packages as defined above in the portion of this webpage entitled “Packages and Services,” the services they include, and the software necessary to benefit from them, which are purchased by Client via the Agreement.
2. Representation. Client warrants and represents at all times during the Agreement term that:
(a) Client has the necessary rights and authority to enter into the Agreement and to grant MediaNV the licenses necessary to contract with MediaNV, and the execution of the Agreement by Client, and the performance of its obligations and duties hereunder, does not and will not affect a breach of any other agreement to which Client is a party, or by which it is otherwise bound.
3. MediaNV’s Obligation to Provide Client with Package(s). MediaNV must provide access to the Package(s) purchased by Clientvia the Agreement, which are defined above in the portion of this webpage entitled “Packages and Services.”
4. Limitations on Client’s Use of Package(s). Client may only use thePackage(s)for internal business purposes, and in the manner permitted and intended by the Agreement and these Terms & Conditions.
4.1 Prohibitions on Transfer and Exploitation of the Packages. Client maynot license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit, make availableto any third party, or otherwise usethe Package(s), except as permitted by the Agreement and these Terms & Conditions.
5. Payment. Client shall, in exchange for MediaNV’s providing Client with purchased Package(s), pay MediaNV the amountsfor the Package(s) as expressed in the Agreement.
5.1 Method and Time for Payment. Client shall provide MediaNV with credit/debit card information within seven (7) businessdays of the Effective Date of the Agreement. MediaNV shall automatically charge Client’s credit/debit card for the Package(s) provided by MediaNVfollowing the launch of said services.Regarding Package(s) to be paid on a monthlybasis, MediaNV shall charge Client’s credit/debit card monthly for the duration ofthe Agreement term following the initial monthly charge.
5.2 MediaNV’s Right to Charge Client for the Full Term of the Agreement. If, for any reason, Client does not pay/begin paying for the agreed-to Package(s) within four (4) months of the Effective Date of the Agreement, MediaNV may automatically charge and/or continue charging Client’s credit/debit card for the full amount and term of the Agreement.
5.3 Refund Policy. All sales pursuant to the Agreement are final. There are no refunds for contracted services for any reason. If Client decides to discontinue the services for any reason, MediaNV may maintain credit card authorization on file, and Client remains liable for all sums due under the full term of the Agreement.
5.4 Penalties. MediaNV may charge a 7% penalty for payments received after five (5) days of expected billing date.
6. Client’s Provision of Credentials to MediaNV.Upon request by MediaNV, Client must provide MediaNV with Credentials. MediaNV must handle such information with the utmost caution, care, and security.
6.1 Client’s Responsibilities Concerning Credentials. Client must immediately notify MediaNV of any unauthorized use, hacking, or theft of Client’s Credentials. Client is solely responsible for any use of Client’s Credentials, whether or not the Client authorized that activity.
7. Call Tracking. In purchasing Call Tracking, Client gives MediaNV consent to listen to incoming phone calls via the tracking numbers used on CallRail.
7.1 HIPAA Compliance. If Client has to adhere to HIPAA policies and regulations, then it is the responsibility of Client, and not of MediaNV, to call back customers for patient-related information rather than taking down full name, insurance information, and health information over incoming calls from the website.
8. Patient Promise Program (PPP). This clause only applies to the “PPP5 Package” and the “PPP10 Package.”
8.1 PPP5 and the Money-Back Guarantee. Following Client’s purchase of a PPP5 program, if Client does not book five (5) new patients from Google via paid and organic trafficper month (“Patients Booked Quota”), then MediaNV must refund all marketing fees paid to MediaNV for PPP5 that month (excluding payments made per month for ad expenditure on Google AdWords (“Ad Spend”)) (“Money-Back Guarantee”). The five (5) patients will be recorded via the website contact form and/or phone calls. If a patient who booked an appointment, via phone or the website, does not show up to the appointment, the patient will still count towards the Patients Booked Quota. If Client misses five (5) or more calls during business hours, the Money-Back Guarantee herein is voided, and Client is still responsible for payment of the PPP5 (plus Ad Spend), unless Client can reliably verify to MediaNV that the calls were not made by patients seeking to book appointments.
8.2 PPP10 and the Money-Back Guarantee. Following Client’s purchase of a PPP10 program, if Client does not book ten (10) new patients from Google via Paid and Organic clicks in a single month (“Patients Booked Quota”), then MediaNV must refund all marketing fees paid to MediaNV for PPP10 that month, excluding Ad Spend (“Money-Back Guarantee”). The ten (10) patients will be recorded via the website contact form and/or phone calls. If a patient who booked an appointment, via phone or the website, does not show up to the appointment, the patient will still count towards the Patients Booked Quota. If Client misses five (5) or more calls during business hours, the Money-Back Guarantee herein is voided, and Client is still responsible for payment of the PPP10 (plus Ad Spend), unless Client can reliably verify to MediaNV that the calls were not made by patients seeking to book appointments.
8.3 Ad Spend. Following Client’s purchase of either PPP5 or PPP10, Client will be responsible for Ad Spend payments. If the Client refuses to pay for Ad Spend, then the Money-Back Guarantee for either PPP5 or PPP10 (depending on the Agreement) is voided and MediaNV is not obligated to refund marketing fees paid to MediaNV for any month of the Agreement term.
8.4 Disputes. If the Parties disagree over the satisfaction of the Patients Booked Quota, Client will have until the end of the monthwhich proceeds the month out of which the dispute rises to file a claim via Asana or email. For example, if Client is disputing the number of patients booked in March 2021, then Client will have until the end of April 2021 to file a dispute.
8.5 Phone Calls. If a patient calls to book an appointment, then it is the responsibility of Client to ask the patient on the call if they are a new or an existing patient and to classify the patient accordingly. If Client or Client’s agent(s) do not ask the patient whether they are a new or existing patient, then MediaNV may, at its discretion, count that patient towards the Patients Booked Quota for the PPP Package that Client purchased. For a caller to count as an existing patient, the caller must clearly state on the phone that they are an existing patient. The exception to this rule is listed in Section 8.5.1.
8.5.1 Google Paid Number. The Google Paid Number is a tracking number used only for those users who click on a Google Ads phone number. If a user calls the Google Paid Number and books an appointment, then the patient will count towards the Patients Booked Quota for the PPP Package that Client purchased. Such a patient will count as a new patient with respect to the Patients Booked Quota for the PPP Package Client purchased.
8.6 Technical Glitches. If a patient books an appointment via the website appointment form or phone call,but Client experiences a technical glitchor some other communication malfunction in receiving or discovering this information,that patient would still count towards the Patients Booked Quota.
8.7 Online Chat. If Client chooses to use an online chat functionality on the website or a third-party online booking program/software to book patients, the Money-BackGuarantee would be voided,and Client would still be responsible for payment of services to MediaNV.
8.8 Office Closure. If Client fails to meet the Patients Booked Quota and the practice was closed for more than fourteen (14) calendar days in that month (excluding weekends), the Money-Back Guarantee is voided, and Client is still responsible for payment of services to MediaNV.
8.9 Appointment Availability. If a patient calls with intent to book an appointment and Client/Client’s agent, does not on that call offer the patient an appointment time that is within three (3) business days following the patient’s initially desired appointment time, then that patient counts towards the Patients Booked Quota.
9. Client Acknowledgements. Client acknowledges and/or agrees to the following with respect to the Agreement:
(a) Client gives MediaNV permission to post to, add to, change, and/or edit any and all of Client’s social media pages at MediaNV ‘s discretion and in the interest of Client’s business.
(c) Client promises to provide in a timely manner documents, information (in particular, details of any previous or existing pay-per-click campaigns), passwords codes and materials as MediaNV may reasonably require in order to provide Client the services agreed to in the Agreement.
(d) Client promises to provide MediaNV with such administrator rights to any third-party resources as are necessary for MediaNV to provide Client the services agreed to in the Agreement.
(e) Client understands that the Facebook, Bing, Google, and all marketing campaigns are the intellectual property of MediaNV. Therefore,access to the Google Analytics, Google Ads, Facebook Marketplace, and Microsoft Ad accounts will be limited to MediaNV personnel only. At Client’s request, MediaNV will send monthly invoices.
(f) Client understands that if they do not get positive reviews from customers on Google reviews, Client’s marketing can suffer. Client promises to try in good-faith to securesuch reviews from customers.
(g) Client acknowledges that MediaNV has provided Client with a reasonable opportunity to obtain independent legal advice with respect to the Agreement and these Terms & Conditions.
(h) MediaNV is not obligated to communicate with third parties on Client’s behalf. MediaNV will only discuss the details of the Agreement, and how these Terms & Conditions apply to the Agreement, with Client or Client’s designated agent.
(i) Client cannot and promises not to hold MediaNV liable or responsible for any damage and/or liability that may arise out of MediaNV’s performance of the Agreement.
(j) In the event that a natural disaster, or some other act of God outside of MediaNV’s control, prevents MediaNV from performing the Agreement and these Terms & Conditions, Client promises to pay MediaNV, and will still be responsible for paying MediaNV, the fees as defined in the Agreement for as long as such event prevents MediaNV’s performance.
(k) Client promises to obtain and/or maintain the rights to any information, content, graphics, or marketing collateral provided by Client to MediaNV for the duration of the Agreement.
(l) MediaNV is not responsible for email management, setup, or migration.
(m) MediaNV maintains the right to use the created site in MediaNV’s portfolio for marketing use. MediaNV maintains the right to display footer site credit on Client’swebsite (where it applies).
10. Non-Disclosure & Intellectual Property. The following items constitute the intellectual property of MediaNV (“IP”):
(a) fees associated in any way with the Agreement and/or these Terms & Conditions
(b) services provided to Client via the Agreement and/or these Terms & Conditions
(c) documents related to the Agreement and/or these Terms & Conditions,
(d) recommendations by MediaNV to Client related to the Agreement and/or these Terms & Conditions,
(e) reports associated in any way with the Agreement and/or these Terms & Conditions
(f) MediaNV’s proprietary software, marketing software and strategies, business processes, company structure, systems, clients, potential customers, contacts, and use of software and technology.
(g) The identity of any MediaNV employee, whether employed domestically or internationally
(h) any other materials, software, information, or the like which MediaNV deems “proprietary” in nature.
10.1 Restriction on Client’s Use of IP. The above-mentioned IP is confidential. Client and/or Client’s agent(s) may not, during the term of the Agreement nor within ten (10) years of completion or termination of the Agreement, share, publish,or divulge in any way such IP and/or details about such IP to any entity which/who is not a party to the Agreement and these Terms & Conditions.Client, Client’s agent(s), and/or any users added byClient, may not decompile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to Client by MediaNV.
10.2 Unauthorized Employee Engagement. Client may not approach, during the Agreement term or within 10 years of completion or termination of the Agreement, any MediaNV employees, employed domestically or internationally, for any activities or opportunities unrelated to the essence of the Agreement. The terms of this section survive the completion, expiration, and/or termination of the Agreement.
11. Website Hosting. Website hosting with MediaNV allows sufficient server space to electronically store your website. MediaNV will maintain ownership of all content and graphics of the websiteuntil the termination or completion of the Agreement, at which point ownership of such content and graphics becomes the property of Client. MediaNV will not be responsible for third-party hostingor exporting of the website.
12. Effective Dateand Duration of the Agreement Term. The Agreement becomes effective and binding on the parties on the date that both Parties sign the Agreement (“Effective Date”). The Agreement will be effective for either one (1) year or six (6) months after the Effective Date (“Initial Term”), per the Agreement.
12.1 Renewal of a One (1) Year Term. In the case of a year-long Initial Term, the Agreement will automatically renew for the duration of the Initial Term unless Client expresses a desire to the contrary, via email (to “[email protected]”), at least two (2) months before the end of the Initial Term of the Agreement. This section likewise applies to renewed Agreements and terms. These Terms & Conditions likewise apply to all renewed Agreements.
12.2 Renewal of a Six (6) Month Term. In the case of a six-month (6) long Initial Term, the Agreement will automatically renew for a year-long term unless Client expresses a desire to the contrary, via email (to “[email protected]”), at least one (1) month before the end of the Initial Term of the Agreement. Section 12.1 applies following the renewal of the Initial Term of the Agreement.
13. Termination. The Agreement and/or a renewed Agreement may be terminated at any time by either Party upon the non-terminating Party’s receipt of an email expressing a desire to terminate from the other. Termination does not affect waiver of or penalty to either Party. In the case that Client is the terminating Party, termination is only effective if, following Client’s notice to MediaNV, Client pays, in full, all sums due and owed to MediaNVper the Agreement, renewed or otherwise(even those due or owed over time per the Agreement, renewed or otherwise). In such case, Client must pay such sums to MediaNV on the intended termination date. Client must immediately discontinue the use of the services purchased via the Agreement upon termination ofthe Agreement, renewed or otherwise. Section 10 of these Terms & Conditions survives termination of theAgreement, renewed or otherwise.
14. Indemnification. Both Parties agree to hold the one another free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from the good-faith acts of either Party; (b) as a direct or indirect consequence of termination of the Agreement in accordance with these Terms & Conditions; or (c) arising from acts of third parties in relation to services/Packages sold to Client under the Agreement.
15. Changes to Terms and Conditions. MediaNV reserves the right, in its sole discretionto modify these Terms & Conditionsat any time. Should MediaNV modify these Terms& Conditions, such modifications will be reflected on MediaNV’s website (specifically, on the webpage which displays these Terms & Conditions. By continuing to access or use the services purchased in the Agreement after MediaNV has reflectedany such modification to these Terms & Conditions on the webpage which displays them, Client agrees to be bound by the modified Terms & Conditions.
16. Governing Laws. TheAgreement shall be governed by the laws of the Province of Alberta, Canada.
17. Attorney Fees. In the event that any suit or action is commenced under or in relation to the Agreement and/or these Terms & Conditions, including, without limitation,for the enforcement of any provision(s) in the Agreement and/or these Terms & Conditions, the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to the Agreement and/or these Terms & Conditions, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
18. Severability. The Parties hereto agree that in the event that any part of the Agreement or these Terms & Conditions is held to be unenforceable or invalid, then said part shall be struck and all remaining provision shall remain in full force and effect.
19. Entire Agreement. TheAgreement constitutes the entire agreement between the Parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the purchasing of services/Packages by Client from MediaNV and the provision of the same to Client by MediaNV.