This agreement between you (“Client”) and DoctoGrow ("DG"), owned by Care Catalyst Consulting, LLC, is made effective on the date of first monetary transaction between Client and DG for Services mentioned in this document.

WHEREAS, AP provides Marketing Services (“Services”), and WHEREAS Client seeks DG’s Services. NOW THEREFORE, the parties agree to terms as follows:

1. Understanding: Details regarding Services are based on this proposal and discussions to date between Client and DG. Future discussed alterations may change this agreement.

2. Payment: Client agrees to pay DG for Services selected by Client via DG’s digital payment gateway link. If Services are not paid on time, DG reserves the right to terminate this agreement at any time and retain intellectual property rights to any material developed by DG which has not already been fully paid for by the Client. Client understands that there are no refunds of any type.

3. Terms: For any and all selected Services, Client agrees to make payment to initiate Services. For monthly recurring Services, Client agrees that the term of this agreement will be month-to-month after the initial 6 months, meaning Client has flexibility to add, change, or cancel Services anytime after the initial 6 months without any further binding contract.

For one-time payment Services, Client agrees to make payment in full to initiate Services, unless proposed and/or agreed and documented otherwise. DG reserves the right to cancel the provision of Services to Client with a 30 -day notice to Client. If Client fails to comply with terms of agreement, DG may cancel Services, without penalty, at any time.

4. Access: Client agrees to provide all login details, accesses, and onboarding forms needed by DG to execute Services; delays in access provision/completion by Client may alter any discussed Services delivery times. Client agrees that DG may use contractors to deliver Services. Client agrees that results may be used in marketing literature by DG.

5. Content: Client agrees to collaborate with DG and to provide all content in Client’s possession (text, images, videos, etc.) to support DG’s Services efforts. Client guarantees that any content furnished to DG is legally permitted to be used by Client. Client agrees to hold harmless, protect, defend DG from any claim or suit arising from use of said content.

6. Special Requests: If Client has special requests outside the scope of normal Services provision, DG may require using unique Client-specific tools. Client agrees to bear all costs for such Client-specific tools. DG will not purchase any such tools without pre-approval from the Client. Should the Client require work outside the scope of selected or selectable Services, additional fees will apply at a rate of $150.00/hour, unless agreed and documented otherwise.

7. Ownership: Each party retains the respective rights to all items previously owned by the respective party. Items not specifically transferred will remain the property of their respective prior owners. Anything built in the DoctoGrow System, including websites and other assets, are not transferable as these assets are internal to the SaaS system. Other agreements outside of these terms may be established to address transference.

8. Mutual Non-Disclosure: Client and DG, and their respective owners, employees, affiliates, partners, and contractors, agree that, unless legally mandated by a court of law, they will not at any time disclose any non-public Confidential Information to any other entity.

9. Performance Liability: Both parties acknowledge that the internet is not owned or controlled by DG; thus, Client understands that no legitimate marketing agency, including DG, can reasonably or honestly make any form of guarantee regarding outcomes of Services that engages the internet in any way. DG represents that in good faith it shall make every effort to ensure that selected Services are successfully delivered for benefit of the Client.

10. HIPAA BAA: Client accepts DG as a HIPAA Business Associate as per the terms in the document laid forth on this webpage: https://doctogrow.com/hipaa-baa/

11. Indemnity: Client indemnifies and holds harmless DG and all its owners, employees, affiliates, partners, and contractors against all suits, actions, claims, demands, or costs for anything in connection to Services. In no event will DG be held liable to any party for any damages that may arise out of, or in any connection with, Services.

12. Dispute Resolution: If a dispute arises out of or relates to this agreement, or a breach thereof, and if the dispute cannot be settled through negotiation between parties, parties agree to settle the dispute exclusively by mediation only.

13. Governing Law: This Agreement shall be governed and interpreted in accordance with laws of the State of Virginia.

14. Acceptance: By initiating monetary transaction for any Services of DG, Client accepts these Terms of Agreement.