Marketing Services Agreement
Thank you for choosing Pharo LLC to advise and implement marketing for your dental practice. We are excited to work with you!
THIS AGREEMENT (the “Agreement”), is entered into on this date 03/04/2024 by and between Pharo LLC (“The Company”) a California limited liability company, with a mailing address of 10648 Lakewood Blvd., Downey, CA 90241, and;
__[Name Below]__, (the “Client”) whose address is: __[Address Below]__ (collectively, the “Parties”).
The Client and The Company agree as follows:
1. The Services.
The services can be divided into two parts, the setup services and the ongoing management services. Both types of services are detailed below:
As part of the setup services, The Company will: Create all necessary and optional marketing assets to begin management. This will be done by:
The Client will choose which optional services are appropriate for them on the intake survey.
As part of the monthly ongoing management services, The Company will: Manage and adjust marketing assets to maximize new patient acquisition. This will be done by:
2. Client Requirements.
Client agrees to the following terms for delivery and review of materials.
Instructions are provided during the onboarding process.
After 30 days of no contact from Client to The Company with the required materials, The Company will assume Client is no longer in need of The Company’s services, and The Company may terminate the Agreement; in this event, all unpaid fees will be due and collectable at the time of Termination.
3. Compensation and Payment.
This Agreement will commence on the effective date first set forth above and will continue for a minimum period of 90 days, regardless of the Client’s delivery of content, and then will continue on a month to month basis unless otherwise terminated by The Company or Client or unless otherwise agreed to by The Company and the Client.
This agreement may not be terminated prior to 90 days after the date shown above by either party. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to The Company at least seven (7) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will The Company give refunds of the amount paid for the Services hereunder.
6. Ownership of Materials.
The Client shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.
7. Proprietary Information and Use of Materials.
8. Additional Services.
All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a rate of $120 per hour. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by The Company.
9. Limitation of Liability.
The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client’s sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.
10. Handling of Disputes.
The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and The Company reserves the right to dispute such cancellation and pursue Client for monies owed to The Company for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay The Company for the work already performed as of the time of the cancellation request, at an hourly rate of $120 per hour for all hours spent on Client’s project. The Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon The Company’s demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if The Company is successful in any credit card cancellation dispute, The Company reserves the right to pursue Client for the costs The Company had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time The Company and its representatives spent handling such dispute, at The Company’s hourly rate of $120.
11. No Guarantee.
The Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.
Client agrees the communication is to be via email only, the email address to use is [email protected]. If the Client wishes to speak on the phone, the Client should send an email to The Company stating that you would like to schedule a phone call and The Company will work with the Client to arrange a time. The Company’s office hours are Monday through Friday, 9am to 5pm. The Company typically responds to email within 24-48 hours excluding weekends and standard public holidays.
13. Entire Agreement.
This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and Effect.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
16. Interpretation and Enforcement.
The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of California. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of California.
By their signatures below, the parties hereby understand and agree to all terms and conditions of this Agreement.
Name: Isaac Oh
Company: Pharo LLC
Signature: Isaac Oh