1. Introduction and Acceptance of Terms
Welcome to Promoting Media ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website located at promotingmedia.com (the "Website") and all services provided by Promoting Media, including but not limited to Answer Engine Optimization (AEO), healthcare website design, local search engine optimization, and related digital marketing services (collectively, the "Services").
By accessing our Website, engaging our Services, or entering into a service agreement with us, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access the Website or use our Services.
Promoting Media is an online service provider operating remotely and serving clients nationwide throughout the United States. We do not maintain a physical office location for client visits.
2. Definitions
"Agreement" means these Terms and Conditions together with any service proposal, statement of work, or contract executed between the Company and Client.
"Deliverables" means all work product, materials, documents, code, designs, content, and other items created or provided by the Company as part of the Services.
"Services" means the digital marketing, website design, AEO, SEO, and related services provided by Promoting Media as described in any applicable proposal or statement of work.
"Client Content" means all text, images, data, information, and materials provided by Client for use in connection with the Services.
3. Services
3.1 Scope of Services
Promoting Media provides digital marketing services specifically designed for healthcare practices, including Answer Engine Optimization (AEO) for medical practices, healthcare website design and development, local search optimization for medical practices, content strategy and creation, and related consulting services. The specific scope of Services for each engagement shall be defined in a separate proposal or statement of work.
3.2 Service Delivery
All Services are provided remotely. Communication and collaboration occur through email, phone, video conferencing, and our Website portal. We serve clients throughout the United States regardless of geographic location.
3.3 No Guarantees
While we employ industry best practices and proven strategies, we cannot and do not guarantee specific rankings, traffic levels, patient inquiries, or revenue outcomes. Search engine algorithms, AI systems, and market conditions are outside our control. Results depend on numerous factors including Client cooperation, market competition, and third-party platform changes.
4. Client Responsibilities
Client agrees to provide accurate, complete, and timely information, content, and materials necessary for the performance of Services. Client shall designate a primary contact person authorized to make decisions and provide approvals. Client is responsible for obtaining all necessary rights, licenses, and permissions for any Client Content provided to the Company. Client agrees to review and respond to Company communications and deliverables within reasonable timeframes as specified in the applicable statement of work. Client shall maintain the confidentiality of any account credentials provided by the Company.
5. Payment Terms
5.1 Fees
Fees for Services shall be as set forth in the applicable proposal or statement of work. Unless otherwise specified, fees are quoted in U.S. dollars.
5.2 Payment Schedule
Payment terms shall be specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date.
5.3 Late Payments
Invoices not paid within the specified period may be subject to a late fee of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. The Company reserves the right to suspend Services for accounts with outstanding balances exceeding thirty (30) days past due.
5.4 Taxes
All fees are exclusive of applicable taxes. Client is responsible for payment of all sales, use, and other taxes associated with the Services, excluding taxes based on the Company's income.
6. Intellectual Property
6.1 Client Content
Client retains all rights in Client Content provided to the Company. Client grants the Company a non-exclusive, royalty-free license to use Client Content solely for the purpose of performing the Services.
6.2 Company Materials
The Company retains all rights in its pre-existing materials, tools, methodologies, know-how, and proprietary processes used in performing the Services ("Company Materials"). Nothing in this Agreement transfers ownership of Company Materials to Client.
6.3 Deliverables
Upon full payment of all applicable fees, Client shall own the custom Deliverables created specifically for Client, including website designs, custom content, and graphics created for Client's use. This ownership is subject to the Company's retained rights in Company Materials incorporated into the Deliverables and any third-party materials licensed for use.
6.4 Portfolio Rights
Unless otherwise agreed in writing, the Company reserves the right to display and reference completed work in its portfolio, marketing materials, and case studies.
7. Confidentiality
Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party. Confidential information includes but is not limited to business strategies, patient data (to the extent shared), financial information, and trade secrets. This obligation does not apply to information that is publicly available, independently developed, rightfully received from third parties, or required to be disclosed by law.
8. Healthcare Compliance and HIPAA
Client acknowledges that the Company is not a covered entity or business associate under HIPAA unless a separate Business Associate Agreement (BAA) is executed. Client shall not provide the Company with any Protected Health Information (PHI) unless a BAA is in place. Client is solely responsible for ensuring that any content or data provided to the Company complies with applicable healthcare regulations, including HIPAA, state privacy laws, and medical advertising regulations. The Company does not provide legal or compliance advice.
9. Disclaimers
THE SERVICES AND WEBSITE 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. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
The Company does not warrant or guarantee any specific results from the Services, including search engine rankings, AI assistant recommendations, website traffic, leads, or revenue. Search engine and AI algorithms are controlled by third parties and subject to change without notice.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) CLIENT'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF CLIENT'S TRANSMISSIONS OR CONTENT.
THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. Indemnification
Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client Content or Client's use of the Services; (b) Client's violation of these Terms; (c) Client's violation of any applicable law or regulation; or (d) Client's violation of any third-party rights, including intellectual property rights.
12. Term and Termination
12.1 Term
These Terms are effective upon Client's acceptance and remain in effect until terminated. The term of specific Services shall be as set forth in the applicable proposal or statement of work.
12.2 Termination for Convenience
Either party may terminate Services upon thirty (30) days' written notice to the other party, unless otherwise specified in the applicable statement of work.
12.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.
12.4 Effect of Termination
Upon termination, Client shall pay for all Services rendered through the termination date. Sections regarding intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law shall survive termination.
13. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in [Insert County], [Insert State], and each party irrevocably consents to the jurisdiction of such courts.
14. Dispute Resolution
Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue the remedies available under Section 13.
15. General Provisions
15.1 Entire Agreement
These Terms, together with any applicable proposals, statements of work, and other documents incorporated by reference, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions.
15.2 Amendments
The Company reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Website. Client's continued use of the Services after such posting constitutes acceptance of the modified Terms. For active service engagements, material changes will be communicated directly to the Client.
15.3 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 so that these Terms shall otherwise remain in full force and effect.
15.4 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. The Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
15.5 Assignment
Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms without restriction.
15.6 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, government action, or internet service failures.
15.7 Independent Contractors
The relationship between the Company and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16. Contact Information
For questions about these Terms and Conditions, please contact us:
Promoting Media
Website: promotingmedia.com
Email: contact@promotingmedia.com
