Master Services Agreement

1. Definitions

“Agency” means Efferent Media, Inc. d/b/a Vitality Medical Marketing Group (“VitalityMMG”).

“Client” means the individual or entity signing an applicable Order Form.

“Order Form” means a written document signed by Client that describes Services, fees, scope, term, and any special terms.

“Services” means the services described in the applicable Order Form(s), including any related consulting, advertising management, or platform work.

“RootLogic” means Agency’s proprietary CRM and marketing automation platform (including call tracking and messaging features where enabled).

“PHI” means “Protected Health Information” as defined under HIPAA, when applicable.

Related Agreements

This Master Services Agreement (“MSA”) may be supplemented by one or more additional agreements, including but not limited to:

• An Order Form
• A Business Associate Agreement (if applicable)
• Platform-specific or service-specific terms

In the event of a conflict, the applicable Order Form controls pricing and scope of services, and this MSA controls legal terms unless otherwise stated in writing.

2. Relationship of the Parties

Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, or employment relationship between the parties.

3. Scope of Services

Agency will provide the Services described in the applicable Order Form(s). Services may include strategy, execution, optimization, reporting, consulting, and technical implementation. Client remains responsible for all business decisions and the implementation of any recommendations that require Client approval.

Where Services involve Protected Health Information (“PHI”), the Business Associate Agreement (“BAA”) published at https://vitalitymmg.com/baa is incorporated by reference and is binding upon Client’s execution of any Order Form that references this MSA. No separate signature on the BAA is required unless expressly stated in writing.

4. Order Forms; Priority of Documents

This Agreement is the “master” legal document. Each Order Form defines commercial terms (scope, fees, timeline, deliverables, and any client-specific terms).

Priority: If there is a conflict between this Agreement and an Order Form, the Order Form controls for the conflicting topic only; otherwise, this Agreement controls.

Binding Effect: This Agreement becomes effective only when Client signs an Order Form that references this MSA.

5. Term; Renewal; Price Adjustments

Default Term: Unless an Order Form states otherwise, the initial term is twelve (12) months.

Auto-Renewal: Unless an Order Form states otherwise, the agreement auto-renews for an additional term equal to the initial term (typically 12 months).

Renewal Increase: Upon renewal, Agency may apply a seven percent (7%) increase to monthly management fees unless a different rate is negotiated in writing prior to renewal.

Platform fees, third-party costs, and ad spend are not “management fees” and may change based on usage, vendors, carriers, and platform pricing.

6. Fees; Payment; Suspension

Due Upon Receipt: Invoices are due upon receipt unless the Order Form states otherwise.

Late Charges: Past-due amounts may accrue a late charge of 3.5% per month (or the maximum permitted by law, if lower).

Suspension for Non-Payment: If payment is not received within twenty (20) days of invoice issuance, Agency may provide a ten (10) day notice to cure and suspend Services if the amount remains unpaid after the cure period.

Client is responsible for all taxes, carrier fees, and third-party charges unless explicitly included in an Order Form.

7. Third-Party Platforms; Ad Spend; Compliance

7.1 Advertising Spend

Client is solely responsible for all third-party advertising costs (e.g., Google, Meta, Microsoft/Bing, etc.). These costs are billed directly by the platform and are not included in Agency’s management fees unless explicitly stated.

7.2 Platform Rules and Compliance

Client acknowledges that advertising and marketing platforms may reject ads, restrict targeting, suspend accounts, or change policies at any time. Agency will use commercially reasonable efforts to comply with platform policies, but Agency does not control platform decisions or outcomes.

7.3 Regulatory and Practice Compliance

Client is responsible for compliance with applicable laws and regulations (including medical advertising rules, privacy requirements, and patient communications). Agency does not provide legal advice.

8. Account Access & Responsibilities

Agency will perform work within Client’s respective accounts where applicable (for example: Google Ads, Meta Business Manager, Client WordPress/CMS, analytics tools, etc.). Client agrees to provide timely access, approvals, assets, and cooperation needed to perform Services.

Delays caused by Client’s failure to provide access, approvals, content, or cooperation may impact timelines and performance, and do not constitute a breach by Agency.

9. Ownership & Intellectual Property

9.1 Client-Owned Advertising Assets (Upon Termination)

Because Agency work is performed within Client’s accounts where applicable, Client will own the following items created and maintained inside those Client-owned accounts, including upon termination (provided all balances are paid in full):

• Ad campaigns, ad sets, targeting settings, bids, and configurations
• Ad creatives and ad copy used in Client-owned ad accounts
• Historical performance data within Client-owned accounts

9.2 Agency-Owned Systems and Know-How

Agency retains ownership of its proprietary methods, frameworks, templates, checklists, automation logic, and internal processes used to provide Services, whether or not reflected in Client deliverables.

10. RootLogic; Call Tracking Numbers

Where RootLogic is used, Client may be billed separately for RootLogic subscription fees and usage-based charges (including, without limitation, SMS/voice/carrier fees), as described in the Order Form or within RootLogic billing.

10.1 Call Tracking Numbers

Important: Any call tracking numbers associated with RootLogic will be terminated at the end of the Agreement (or at the end of the applicable Order Form term if Services are not renewed). Client acknowledges that these numbers are not guaranteed to be portable and may not be transferred.

11. Landing Pages (Agency-Owned)

Landing pages are not owned by Client. Client acknowledges and agrees that Agency’s landing pages (including templates, layouts, conversion frameworks, and related infrastructure) are the exclusive intellectual property of Agency.

Agency landing pages are part of an evolving network and are continuously updated due to ongoing optimization and changes in advertising platform requirements (including Google policy and compliance updates). As a result:

• Client does not own or control Agency landing pages.
• Upon separation or termination, Client will not retain access to or control over Agency landing pages.
• Agency may disable or reassign landing pages at its discretion after termination.

This section does not restrict Client’s ownership of Client’s primary website or domain(s) unless explicitly stated in an Order Form.

12. Business Associate Agreement (HIPAA)

To the extent Agency creates, receives, maintains, transmits, stores, or accesses Protected Health Information (“PHI”) on behalf of Client in connection with the Services, the Business Associate Agreement (“BAA”) published at https://vitalitymmg.com/baa is incorporated by reference into this Agreement and is binding upon Client’s execution of any Order Form that references this MSA. No separate BAA signature is required unless expressly stated in writing.

Client acknowledges that Agency is not required to provide Services involving PHI unless the BAA is in effect under this Section 12.

In the event of a conflict between this Agreement and the BAA with respect to PHI, the BAA shall control.

13. Indemnification

13.1 Mutual Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement.

13.2 Client-Specific Indemnification

Client shall indemnify and hold harmless Agency from any third-party claims, penalties, fines, damages, or liabilities arising out of or related to:

• Content, materials, claims, images, testimonials, or information provided, approved, or requested by Client, including claims related to accuracy, advertising rules, or regulatory compliance;
• Client’s failure to comply with HIPAA or other privacy laws, except to the extent caused by Agency’s material breach of the BAA incorporated under Section 12;
• Accessibility or ADA compliance of Client’s primary website, systems, or patient-facing properties, unless Agency expressly agreed in writing to provide ADA remediation services.

14. Confidentiality

Each party may receive confidential or proprietary information from the other. Each party agrees to use the other’s confidential information only to perform under this Agreement and to protect it with reasonable care. The terms of this Agreement and any Order Form are confidential.

Confidential information does not include information that is publicly available through no breach, independently developed without reference, or received lawfully from a third party without restriction. A party may disclose confidential information if required by law, subpoena, or court order.

15. Warranties; Disclaimers; No Guarantees

Professional Services Warranty: Agency warrants it will perform Services in good faith and in a professional, commercially reasonable manner.

No Guarantees: Client acknowledges that marketing outcomes are not guaranteed. Agency does not guarantee lead volume, lead quality, consultation volume, procedures sold, ROI, rankings, ad approvals, or platform/account status. Performance depends on many factors outside Agency’s control (including market competition, budgets, platform policies, practice responsiveness, and staff performance).

Except as stated above, Agency disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

16. Limitation of Liability

Liability Cap: To the maximum extent permitted by law, Agency’s total liability arising out of or relating to this Agreement shall not exceed the fees paid by Client to Agency in the three (3) months immediately preceding the event giving rise to the claim.

No Consequential Damages: In no event will either party be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages, even if advised of the possibility of such damages.

17. Termination; Transition Support

17.1 Termination for Convenience

Unless an Order Form states otherwise, either party may terminate Services without cause by providing sixty (60) days’ written notice, aligned with Client’s established billing cycle. If notice is delivered on a date other than the billing date, the notice period begins on the first day of the next billing cycle, and two (2) full billing cycles must be completed before termination becomes effective.

17.2 Termination for Cause

Either party may terminate for material breach. Material breach includes (without limitation) failure to pay, failure to provide necessary access or cooperation, breach of confidentiality, or misuse of Agency intellectual property. The non-breaching party will provide written notice and the breaching party will have fifteen (15) days to cure. If not cured, the non-breaching party may terminate and pursue available remedies.

17.3 Amounts Due Upon Termination

Termination does not relieve Client of payment obligations for Services performed, committed fees, and third-party charges incurred through the termination effective date. Any outstanding balances become immediately due upon termination unless otherwise stated in writing.

17.4 Transition Support (Optional)

If Client requests transition assistance after termination (for example, exporting reports from Client-owned systems, coordinating with new vendors, or documenting configurations), such work is optional and billable at $150 per hour, unless otherwise agreed in writing. Agency has no obligation to provide transition services beyond the termination effective date.

17.5 Call Tracking Numbers and Landing Pages

As stated in Sections 10 and 11, RootLogic call tracking numbers will be terminated at the end of the Agreement, and Agency-owned landing pages are not transferred to Client upon termination.

18. Force Majeure

Neither party will be liable for delays or non-performance due to causes beyond its reasonable control, including platform outages, vendor failures, acts of God, natural disasters, labor disputes, governmental actions, or changes in laws or policies.

19. Governing Law; Arbitration; Jury Waiver

Governing Law: This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules.

Binding Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by National Arbitration and Mediation (“NAM”) in Nassau County, New York.

Fees: The non-prevailing party shall be responsible for arbitration costs and attorneys’ fees, unless the arbitrator determines the dispute is a good-faith business disagreement rather than a breach or wrongful action, in which case arbitration costs may be split and each party bears its own attorneys’ fees.

Waiver of Jury Trial: Each party irrevocably waives any right to a trial by jury in any action or proceeding relating to this Agreement.

20. Miscellaneous

20.1 Notices

Notices must be provided in writing to the addresses set forth in the applicable Order Form (or by email if the Order Form permits). Notice is effective when delivered.

20.2 Assignment

Client may not assign this Agreement without Agency’s prior written consent. Agency may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

20.3 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

20.4 Entire Agreement

This Master Services Agreement is incorporated by reference into any Order Form executed between the parties. Client’s execution of an Order Form, whether electronically or otherwise, constitutes Client’s acknowledgement that Client has read, understood, and agrees to be bound by this Agreement.