Terms of Service

Dentist Nerds, LLC

Last Updated August 25, 2025

These Dentist Nerds Terms of Service (“Agreement”) constitute a legally binding agreement by and between the company identified within the contract into which the terms of this Agreement are incorporated (“Client”, “You”) and Dentist Nerds, LLC (“Service Provider”) (each, a “party” and together, the “parties”). If you sign an Order Form (“Order Form”) or similar document and/or are using Service Provider’s services, you are agreeing to this Agreement for that organization and representing and warranting to Service Provider that you have the authority to bind that organization to this Agreement. This Agreement sets forth the terms that govern Client’s use of the Services offered by Service Provider, as more fully set forth in an applicable Order Form.

This Agreement may be modified or updated by Service Provider from time to time (effective upon the Last Updated date at the top of Agreement). Service Provider will provide Client with notice of any material modifications or updates to the Agreement through the email Service Provider has on file, and by updating the date at the top of these Agreement. Client is responsible for updating contact information and regularly reviewing these Agreement for updates from Service Provider. Continued use of the Services from and after the Last Updated date at the top of this Agreement shall constitute Client’s consent to such changes.

By entering into this Agreement, You expressly acknowledge and agree that You understand this Agreement and accept all of its terms.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.

1. Services

1.1. General. Service Provider, using its proprietary techniques and information provided by Client, agrees to provide Client with internet marketing and search engine optimization services, as outlined in the applicable Order Form (“Services”). Given the at-times unpredictable nature of search engine optimization, any statements, testimonials, discussions, stated goals, and examples provided to Client do not guarantee that the Client will achieve specific results. Service Provider has no control over the policies and ranking algorithms of search engines now or in the future. Client’s web site rankings may change without explanation and may be excluded from any search engine at any time at the sole discretion of the search engine.

1.2. Discounts. If Service Provider chooses to provide Client with any discounts, Service Provider does so at its own discretion and may terminate such discounts at any time, unless agreed otherwise by the parties in a signed agreement. In the event Client terminates this Agreement prematurely or otherwise breaches this Agreement, Client may be responsible for compensating the Service Provider for any discounts provided based on the Client's agreement to a set term. Such compensation shall be calculated based on the difference between the discounted rate and the standard rate for the services rendered up ton the date of termination.

2. Payment

2.1. Fees. Client shall pay Service Provider the fees as set forth in the applicable Order Form.

2.2. Taxes. Client shall be responsible for the payment of any applicable direct or indirect sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, “Taxes”), other than taxes based upon Service Provider’ income.

3. Term and Termination

3.1. Term. This Agreement shall commence on the date of Client’s acceptance hereof, as evidenced by an Order Form signed by both parties (“Effective Date”), and shall continue in full force and effect for the period set forth in the applicable Order Form.

3.2. Termination. Either party may terminate this Agreement upon 30 days written notice to the other party in the event of a material breach of this Agreement by the other party, which remains uncured for a period of 30 days following written notice thereof.

3.3 Suspension. In the event Client fails to comply with any of the provisions of this Agreement, then Service Provider may suspend Clent’s access to the Services until such non-compliance is cured.

4. Performance Metrics and Reporting

4.1. Reporting. Service Provider shall provide regular reports to the Client detailing the performance of the marketing services provided hereunder. The parties shall agree upon key performance indicators ("KPIs") in the applicable Order Form to measure the success of the marketing efforts, and the Service Provider shall use commercially reasonable efforts to meet or exceed such KPIs.

4.2. Performance Metrics. The Client acknowledges that the success of the marketing services provided hereunder may be influenced by various factors outside the control of the Service Provider, including but not limited to changes in market conditions, competition, and consumer behavior. Client agrees to provide performance data resulting from Client’s use of the Services, upon the reasonable request of Service Provider.

5. Confidentiality

5.1. Definition. “Confidential Information” is any information, technical data, or know-how furnished by a party (“Discloser”) to the other party (“Recipient”), whether written, electronic, oral or other form that: (i) is marked, accompanied, or supported by documents clearly designating the information as “confidential” or “proprietary”; (ii) is identified by Discloser as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by Recipient to be confidential.

5.2. Protection of Confidential Information. Recipient shall use the Confidential Information solely to fulfill its obligations and exercise its rights under this Agreement, and all Confidential Information shall remain at all times the sole and exclusive property of Discloser. Recipient shall not disclose or permit disclosure of any Confidential Information of Discloser to third parties, except that Recipient may disclose Confidential Information to its employees, agents, or contractors who have a need to know such information and are subject to enforceable obligations, no less stringent than those set forth herein, to maintain the confidentiality of such information. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature, which shall be no less than a standard of reasonable care. Confidential Information does not include any information or materials disclosed to the Recipient by Discloser which Recipient can demonstrate by means of written evidence: (i) was already rightfully known to Recipient at the time of its receipt hereunder as shown by contemporaneous documents in the Recipient’s files; (ii) is or becomes generally available to the public other than by means of the Recipient’s breach of its obligations under this Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently developed by or on behalf of the Recipient as shown by contemporaneous documents in Recipient’s files without the use of or reliance on any Confidential Information of Discloser.

6. Intellectual Property

6.1. Pre-Existing Materials. Each party retains all rights, title, and interest in and to any materials, content, tools, data, methodologies, software, know-how, or other intellectual property owned, developed, or licensed by that party prior to or independent of this Agreement (“Pre-Existing Materials”). The Service Provider’s Pre-Existing Materials, including but not limited to SEO methodologies, content templates, website frameworks, and development tools, remain the sole and exclusive property of the Service Provider.

6.2 Deliverables and Ownership. Subject to Section 1, and upon full and final payment, all rights, title, and interest in and to any custom Deliverables created specifically for the Client under this Agreement (e.g., original website design, custom-written content, metadata prepared for SEO purposes, social media posts) shall be assigned to the Client. The Service Provider agrees to take all reasonable steps to effectuate such transfer of rights upon request.The Deliverables are not considered “works made for hire” as that term is defined under the U.S. Copyright Act, and nothing in this Agreement shall be construed as a transfer of ownership.

6.3 Limited License to Client. Upon full payment of all fees due under the applicable Order Form, the Service Provider grants the Client a limited, non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for the Client’s internal business purposes (including for use on the Client’s own website, advertising, or digital marketing). The Client may not sublicense, distribute, modify, or create derivative works from the Deliverables without the prior written consent of the Service Provider.

6.4 Tools and Know-How. The Client acknowledges that the Service Provider may utilize proprietary tools, code libraries, processes, and other reusable components (“Service Provider Tools”) in the provision of Services. Such Tools shall remain the exclusive property of the Service Provider. To the extent any Service Provider Tools are incorporated into the Deliverables, the Service Provider grants the Client a limited, non-exclusive, non-transferable license to use them solely as part of the Deliverables and solely for the Client’s internal use.

6.5 Third-Party Content. The Deliverables may include content, plugins, stock images, or other elements that are subject to third-party license agreements. The Service Provider will use reasonable efforts to notify the Client of any such third-party content. The Client is solely responsible for complying with any applicable third-party license terms.

6.6 Reservation of Rights. Except for the limited licenses expressly granted herein, the Service Provider reserves all rights, title, and interest in and to all intellectual property, methodologies, tools, and Deliverables.

6.7 Use of Marks. During the Term and subject to the terms of this Agreement, Client grants to Service Provider a non-exclusive, limited, revocable right to use and display Client’s name and logo (the “Client Marks”) and any Client use case(s) on its website, in press releases, and in other promotional materials solely in connection with its activities under this Agreement. Client may not use Service Provider’s name, logo, and other Service Provider trademarks (the “Service Provider Marks”) or anything confusingly similar therewith, whether registered or not, without Service Provider’s prior written consent. Client will not, at any time, misrepresent its relationship with Service Provider. Client will not make any statements pertaining to Service Provider, the Service Provider Marks, Service Provider’s products or services or any other event or occurrence involving Service Provider, if such statements may negatively affect Service Provider’s reputation, present Service Provider in a negative light, claim any rights in the Service Provider Marks, degrade the distinctiveness of the Service Provider Marks, or disparage or misrepresent Service Provider and its products or services. Client will not directly or indirectly challenge the validity or enforceability of any Service Provider Marks, or otherwise do anything to diminish the value of the Service Provider Marks or the goodwill associated therewith.

7. Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Service Provider, its officers, directors, employees, agents, and affiliates, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively “Claims”) arising out of or in connection with (I) Client’s or Client’s employees’, agents’, or contractors’ acts or omissions or breach of this Agreement; (ii) Client’s or Client’s employees’ agents’, or contractors' violation of applicable law; or (iii) any claim that the Client's use of the marketing services infringes upon the rights of any third party.

8. No Guarantee as to Particular Results

Service Provider does not (expressly nor implicitly) guarantee any particular result for Client. There is no warranty that there will be an increase, elevation, or progression in Client’s production, as a direct result of Services to be provided. Nothing herein, nor within the Service Provider’s website, statements disseminated to the public, or published material, is to be construed as a guarantee, warranty or assurance of results.

9. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIALS, SERVICES OR SOFTWARE. SERVICE PROVIDER PROVIDES THE SERVICES “AS IS.” SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT REQUIREMENTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT AND PROVABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, THE FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY OUTSTANDING PAYMENT OBLIGATIONS OF CLIENT.

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

11.2. Dispute Resolution. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined through binding arbitration under JAMS Comprehensive Arbitration Rules and Procedures. The parties shall equally share the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in Los Angeles, California.

12. Assignment

Neither party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other party, and any prohibited assignment or sublicense will be null and void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or to a successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning party’s assets or stock without the other party’s prior written consent, provided that the assigning party shall give the other party prompt written notice of such assignment. This Agreement will be binding and inure to the benefit of the parties’ permitted successors and/or assignees.

13. Force Majeure.

Except for Client’s payment obligations hereunder, nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, epidemic or pandemic, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement during the period of force majeure.

14. Miscellaneous

This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written between the parties. No oral or written information or advice given by Service Provider, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement's use of the Services is subject to this Agreement, as may be modified or updated by Service Provider from time to time. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. This Agreement shall not be construed to prohibit Service Provider from entering into the same or similar agreements with other parties. If any provision or provisions of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Any ambiguity contained in this Agreement shall not be construed against any party as the drafter but shall be construed in accordance with its fair meaning. Waiver by either party of a breach of any provision of this Agreement or the failure of either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. This Agreement may not be amended or modified except by a written instrument signed by both parties. In this Agreement, the words "including" and "include" mean "including but not limited to.” All notices hereunder shall be in writing (including email). Notices sent by mail shall be sent to the addresses provided in the applicable Order Form.