1. Pro Dental Designs’ Promise to Perform Work. Pro Dental Designs will accept payments in full satisfaction of all amounts to be paid to Pro Dental Designs by Participant as of the Effective Date, and will commence completion of the work once Participant has made timely payment in full prior to each Scheduled Release, provided however, that upon Participant’s Default under the Terms pursuant to VII, Pro Dental Designs shall be relieved of all obligations and duties with respect to the completion of the Work or Service on and after the date of such default.
2. Payments. Participant agrees to pay Pro Dental Designs all Payments outlined in Pro Dental Designs’ Agreement(s) on or before Effective Date, or Scheduled Release.
3. Credit Card Authorization. Participant authorizes Pro Dental Designs to charge the Cost, Deposit, and/or Cost per month amount unlimited cycles to Participant's credit card for charges under any Pro Dental Designs’ Service Agreement. Participant agrees to pay for any purchase in accordance with the issuing bank cardholder agreement.
4. Late Charges. Once any project is completed and ready for release, full payment is required. Participant will be informed by email from Pro Dental Designs about such completion with Invoice information attached in a separate email. If payment is not received within sixty (30) days of completion, Participant will be considered in breach of Agreement(s) and considered in Default as outlined under our Terms & Conditions VII.
5. Insufficient Funds. If paying with a check, Participant agrees to pay the charge of $50.00 for each check given by Participant to Pro Dental Designs that is returned to Pro Dental Designs for lack of sufficient funds. In the event a credit card is denied, Participant agrees to pay a fee of $50.00 per denied transaction.
6. Price Increase. In the event of a price increase of Pro Dental Designs’ costs, client will be responsible for additional charges based on such cost increase. Pro Dental Designs reserves the right to increase any and all marketing services/materials they provide to cover the rising cost of business operations.
7. Refunds. Refunds for services are not granted. In some cases, a Store Credit may be offered upon approval from the credit manager.
8. Store Credit or "Credit". Pro Dental Designs will extend Store Credit to customers based on approval from the credit manager. The maximum allowable Store Credit is $1,000. The maximum Store Credit can be expanded with the approval of the credit manager. Store Credit must be used with Pro Dental Designs in-house services and cannot be utilized for 3rd party services fees and/or re-seller service fees. Store Credit with Pro Dental Designs is non-refundable,  cannot be refunded in cash, cannot be transferred, and must be used within 12 months.
9. Default. If any payment required under the terms of Pro Dental Designs’ Agreement(s) is not paid by Participant within twenty (30) days of the due date thereof as set forth herein (“Default”), Pro Dental Designs shall provide written notice of the same to Participant upon such Default (“Default Notice”), which Default Notice shall include a written demand for payment by Participant/Debtors of both all outstanding Payment amounts, interest thereon at the rate of twenty-one percent (21.0%) per annum, and a late payment charge of one hundred fifty dollars ($150.00) within five (5) days. If client receives any Default Notice and fails to cure such Default under the terms of this Agreement within five (5) days of client’s receipt of the same, Pro Dental Designs shall have the right to file suit, against client for the full amount of the Debt then remaining, together with all accrued costs, pre- and post-judgment interest, and reasonable attorney’s fees (“Default Remedy”). Notwithstanding anything herein to the contrary, Pro Dental Designs may exercise any and all remedies available to it at law and in equity in the enforcement of client‘s obligations and duties hereunder, and client shall be liable for both the payment of the Debt and any Default jointly and severally.
10. Term.
    1. Initial Term. The initial term of Pro Dental Designs’ Agreement(s) will begin on Effective Date or when Onboarding begins and continues for indicated [Term Month(s)] after Onboarding has begun unless terminated prior to Onboarding. Pro Dental Designs’ Agreement(s) will be in full force for entire [Term Month(s)] beginning on Effective Date or when Onboarding begins.
    2. Automatic Renewal. Subject to Election Not to Renew, at the end of each Term Pro Dental Designs’ Agreement(s) will automatically renew for the number of  [Term Month(s)] outlined within the service unless Termination of Service is communicated pursuant to VIII. 3.
    3. Election Not to Renew. Either party may elect not to renew Agreement(s), by providing Termination of Service to the other party at least 30 days' before the end of any Term.
    4. Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.
11. Termination of Service. The Participant may cancel services before Onboarding begins and/or before Automatic Renewal pursuant to VIII. 3. No cancellations will be permitted once Onboarding has begun. Except as set forth in this paragraph, early cancellations will result in charging the full Agreement Amount. For any cancellation, Pro Dental Design must receive written notification. Written notification must be sent to 24191 East Alamo Dr. Aurora, CO 80016 or by email to info@prodentaldesigns.com. It is the responsibility of the participant to ensure communication of any cancellation is received before renewal or before Onboarding begins.
    1. Onboarding Definition. Onboarding begins when payment is successfully charged or collected, within 3 days of signing Agreement(s), or when services have begun after Automatic Renewal.
12. Effective Date. Participant agrees and acknowledges that if the Effective Date is left blank and/or missing, a Fax Cover Letter Date, Fax Timestamped Date, Email Date, Scan Date, or any other date indicator, including dates within software where services began are acceptable Effective Dates.
13. Delay. The Effective Date may be postponed to a later date if items needed to deploy campaign require more than 1 month to acquire. The Effective Date may not be postponed for more than 3 months.
14. Release by Client. Participant, together with its respective successors, assigns, affiliates, parents, subsidiaries, directors, members, officers, employees, agents and representatives, releases and discharges Pro Dental Designs, and its predecessors, successors, insurers, assigns, affiliates, parents, subsidiaries, directors, members, officers, employees, agents and representatives from any and all Claims. Participant agrees and accepts any and all legal obligation concerning any marketing services/materials provided by Pro Dental Designs as the Participants full responsibility.
15. Governing Law; Forum Selection; Jurisdiction Submission; Fees and Costs. Pro Dental Designs’ Agreement(s) shall be construed and enforced in accordance with the laws of the State of Colorado. The District Court of Arapahoe County, Colorado shall have sole and exclusive jurisdiction and venue over all controversies that may arise with respect to the execution and interpretation of, and compliance with, any Pro Dental Designs’ Agreement, and in executing any Agreement, Participant knowingly and voluntarily submits itself to the sole and exclusive jurisdiction of the courts of the State of Colorado for purposes of determining enforcement or interpretation of any Agreement. Should Participant or Pro Dental Designs institute any action or proceeding to enforce any provision of any Agreement, or for damages by reason of any Default or breach of any provision of any Agreement, the prevailing Party in any such action or proceeding shall be entitled to all reasonable attorney fees, costs and expenses incurred in connection with such action or proceeding.
16. Interpretation; Integration; Severability. Should any Agreement(s) require judicial interpretation, it is agreed that the court interpreting the same shall not apply a presumption that its terms will be more strictly construed against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party who prepared the same, it being agreed that the Parties have had an opportunity to participate jointly and fully in the preparation of Pro Dental Designs’ Agreement(s). Pro Dental Designs’ Agreement(s) contain all of the agreements and understandings between the Parties with respect to the Work and Contracts, supersedes and replaces all prior Contracts between Pro Dental Designs and Participant, and there are no other written or oral agreements regarding the subject matter hereof. In the event that any condition or covenant contained in Pro Dental Designs’ Agreement(s) is either deemed to be invalid or void by any court of competent jurisdiction or cannot be performed, the same shall be deemed severable from the remainder of Pro Dental Designs’ Agreement(s) and shall in no way affect any other covenant or condition herein contained. If such a condition, covenant, or other provision shall be deemed invalid due to scope or breadth, then such provision shall be valid to the extent and scope permitted by law.
17. Recitals and Schedules Incorporated. All Recitals and Exhibits referenced in Pro Dental Designs’ Agreement(s) are incorporated herein by reference.
18. Successors and Assigns; Amendment. Pro Dental Designs‘ Agreement(s) shall be binding upon the Parties and each of their respective successors and permitted assigns. Pro Dental Designs’ Agreement(s) may not be amended or modified, except in writing signed by all Parties to any Agreement(s). If Participant breaches any Agreement, it is agreed that the parties will liquidate damages in favor of Pro Dental Designs in the amount of $5,000.00.
19. Counterparts. Pro Dental Designs’ Agreement(s) may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Pro Dental Designs’ Agreement(s) may also be executed via facsimile or electronically-transmitted signatures. In the event a Participant Signature is missing via facsimile or electronically-transmitted; by act of sending Pro Dental Designs’ Agreement(s), Participant understands and agrees that such action is equivalent to signing Participant Signature and hereafter referred to as "Virtual-Signature". The participant agrees that Participant's Virtual-Signature is the legal equivalent of Participant’s manual signature on any Agreement. By act of sending any Agreement via facsimile or electronically-transmitted, Participant consents to be legally bound by the Agreement and Terms (https://prodentaldesigns.com/terms). Participant also agrees that no certification authority or other third-party verification is necessary to validate Participant's Virtual-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your Virtual-Signature between Participant and Pro Dental Designs.
20. Warranty of Authority. Each Party who executes Pro Dental Designs’ Agreement(s) warrants and represents to the other Party hereto that he or she has the authority to do so and thereby bind the respective Party to any Agreement, along with all respective heirs, personal representatives, successors, and assigns, and agrees to indemnify and hold harmless all other Parties from any claim that such authority did not exist. Each Party is executing any Agreement solely in reliance upon its own knowledge and judgment, and not upon any representations, except as expressly stated herein, by any other Party, or anyone acting on any other Party’s behalf.
21. Hold/Delays/Schedule Changes. Any holds, delays and schedule changes will be charged at $69 per month warehouse fee per occurrence, and $15 per month for Pro Dental Designs’ call service past the time period specified in the agreement, if applicable.
22. List Criteria or Demographic Changes. In the event the Participant requests changes to list criteria, demographic criteria, and/or geographic criteria, the Participant will be responsible to pay the list acquisition price.
23. Cooperation of the Parties. Each of the Parties shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their respective obligations hereunder, and to carry out the intent Pro Dental Designs’ Agreement. In the event that it becomes necessary to prepare and execute any additional documents in order to effectuate the purposes of Pro Dental Designs’ Agreement(s), the Parties hereto agree to do so within ten (10) business days of the written request for such.
24. Ownership. After the completion of project(s) and full payment is received for project(s), ownership will be assumed by the client. At such time the client may modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information of website(s) packages, logo design, material design(s) and/or video project(s). Ownership of any website includes and is limited to domain for website, website code files, CMS files, website database file(s), and/or design of the website. Pro Dental Designs reserves the right to maintain its stamp and/or brand in the footer of any website created or developed by Pro Dental Designs, even in the event of a transfer so long as the design and/or code are 50% or greater maintained. Failure to maintain our stamp and/or brand in the footer will result in fines of $5 per day per occurrence. Ownership of all hosting services, editing services, maintenance services, update services, security services, referral portals, or any other online marketing service provided by Pro Dental Designs is reserved solely for Pro Dental Designs and excluded from Participant ownership. Pro Dental Designs will maintain hosting of the website so long as payment of hosting is received on or before the due date. If payment is not received for hosting, Pro Dental Designs will not be liable for storing any and all website files. In the event the client wished to transfer a website, the client will assume all fees accompanying a website transfer. The Website Transfer fees assessed by Pro Dental Designs will be waived if the transferring host or client will perform all services and troubleshooting regarding a website transfer. Pro Dental Designs reserves the right to refuse Website Transfer Services if extensive complications exist with the selected transferring host, and the client will then be responsible for the transferring and troubleshooting of the website.
25. Marketing Services. Pro Dental Designs promises to provide content, images, data, and/or code that is not vulgar, profane, or inappropriate for the use in online marketing. The nature of ‘inappropriate’ content, images, data, or code is such that a reasonable person would understand the material(s) as inappropriate. The participant understands and agrees to allow Pro Dental Designs to provide and upload any such content, images, data, and/or code for use in online marketing without approval and/or communication from Pro Dental Designs. This includes but is not limited to, making content, image, and/or coding changes, or updates on Participant’s website(s), social media, local business listings, blogs, and any other online services. Participant understands that Pro Dental Designs will not always divulge, or communicate marketing tactic execution, content updates, data updates, processes, other tactics, and/or information in any manner that is proprietary to Pro Dental Designs; or divulge, or communicate marketing tactics, SEO tactics, and/or SEM tactics that Pro Dental Designs holds and/or describes as proprietary. However, if at any time Participant discovers content, images, data, and/or coding that does not represent, or damages the reputation of, or offends the Participant in any way as described by Participant which content, images, data, and/or code has been provided by Pro Dental Designs; Pro Dental Designs promises to delete or modify, as much information which is in its control and has been added by Pro Dental Designs immediately after written communication from Participant has been received. The Participant will not hold Pro Dental Designs or its principals responsible for any and all harm, and/or damages that may occur from such content, images, data, or code. If any other Manager or employee has been added to any account Pro Dental Designs manages on Participant’s behalf, Pro Dental Designs promises not to interfere with that Participant’s posts, comments, etc. Any changes to Admins/Managers posts, comments, etc. is the responsibility of the Participant.
26. Electronic Communication. You, the Participant, acknowledge that use of Pro Dental Designs' website, phone number(s), and/or email address(s), you, the Participant, agree and authorize Pro Dental Designs electronic communication by phone, email address, website portal, video conferencing, SMS text, and/or other electronic communication. Any person(s), or Participant(s) further understand that if Participant does not want electronic communication to be permitted between Pro Dental Designs and Participant, Participant(s) has the right to revoke this authorization, in writing or "unsubscribe" links that may be present, at any time. You acknowledge that you have read and fully understand the risks described below. Participant(s) understand and accept the risks outlined. Participant acknowledges and understands that despite recommendations that encryption software be used as a security mechanism for electronic communications, it is possible that communications with Pro Dental Designs using electronic communication may not be encrypted. Despite this, the Participant agrees to communicate with Pro Dental Designs using electronic communication with a full understanding of the risks. Participant(s) acknowledge that either Participant or Pro Dental Designs may, at any time, withdraw the option of communicating electronically providing written notice.
    1. Electronic Communication Risks, Limitations, Conditions.
       • Email, text messages, and instant messages can more easily be misdirected, resulting in an increased risk of being received by unintended and unknown recipients.
       • Email, text messages, and instant messages can be easier to falsify than handwritten or signed hard copies. It is not feasible to verify the true identity of the sender or to ensure that only the recipient can read the message once it has been sent.
       • Take precautions to preserve the confidentiality of electronic communications, such as using screen savers and safeguarding computer passwords.
       • Electronic communication is not an appropriate substitute for in-person or over-the-telephone communication.
    
    By signing any Agreement(s) provided by Pro Dental Designs, Participant accepts and understands that setting up recurring payments with Pro Dental Designs’ online portal or via Credit Card Information within any Agreement(s); payments need to be processed on the 1st of each month or the 1st after annual cycles. Participant understands by selecting "Yes" to "Recurring" on Pro Dental Designs’ website payment portal or providing Credit Card Information within any Agreement Form, Participant hereby authorizes Pro Dental Designs to charge all fees on a monthly cycle or annual cycle, starting on the 1st of the month preceding the agreement cycle and continuing for ongoing cycles to Participant’s account unless other arrangements have been made. This authorization is to remain in full force and effect until Pro Dental Designs has received written notification from Participant of its Termination of Services in such time and in such manner as to afford Pro Dental Designs a reasonable opportunity to act on it which must be greater than 30 days before the 1st of Annual Agreement Terms or 3 days before Monthly Agreement Terms. If at any time Participant’s recurring payments are declined due to “declined” credit card, Pro Dental Designs reserves the right to suspend or stop any and all services immediately until another payment arrangements are made or credit card information is updated. If such “declined” credit card exists and services are suspended or stopped, the Participant will not hold Pro Dental Designs or its principals responsible for any loss or changes to any and all online statuses, online reputation, etc.

Understanding Cancellation

*See Termination of Service IX.

1. Online Services
   After the Initial Term of the below online services, ie: i, ii, iii; we allow early cancellations without charging the full Agreement Amount. For these services Termination of Service or Election Not to Renew must be communicated three days before onboarding which occurs on the 1st of every month. You understand and accept the responsibility of all fees associated with services for the current month before cancellation and all fees of the next renewal term if Termination of Service has not been communicated within the allotted 3-days’ time. The following are services we allow early cancellations after the first term:
   1. SEO: We allow early cancellations All reporting and services will cease by the end of the month after cancellation has been requested. By canceling your SEO service, you understand that Pro Dental Designs may or may not have login access to Social Media or Business Listings. You understand that some services are regulated by proxy account(s) in which you may not be granted access to.  You understand that you may need to claim and/or update online listings manually. You understand that, at any time, Google and other SE’s (Search Engines) may change regulations and Pro Dental Designs cannot be held responsible for any negative effects created by past SEO tactics. You understand that your SEO may be negatively affected by canceling our service.
   2. Pay Per Click (Google, Facebook, etc.): All reporting and services will cease by the end of the month after cancellation has been requested.  You understand that PPC is regulated by proxy account(s) in which you may not be granted access to.
   3. Website Hosting: Once cancellation for website hosting is communication, we will hold the website for 7 days and remove for security reasons. After which all data, content, and website design will be removed from our servers. During the Initial Term, no refund(s) will be given. Preceding renewal term refunds are left to our discretion. If you wish to transfer the website, this must be done before removal. You accept any and all fees for hosting during this time period. Please note, if your website is transferred to another host, Pro Dental Designs’ copyright seal and links must remain intact so long as the website is 50% or more the same.
   4. Review Generation: Our review generation system cannot be canceled after onboarding has begun. You may choose to elect Not to Renew; however, this must be communicated 30 days prior to the renewal date. In the event we decide to allow a cancellation, you understand and accept any fee that must be incurred to cancel with the maximum cost being the full agreement amount for the remaining term. After cancellation, Pro Dental Designs will not be held responsible for any loss of reviews, additional reviews, account losses, or lack of access to review accounts.
2. Direct Mail
   Direct Mail cannot be canceled once campaign(s) have begun. In the event we choose to allow a cancellation, you understand cancellations must be communicated 30 days prior to any release date which occurs monthly on the 1st. You understand and accept the responsibility of all fees associated with your direct mail campaign for the current month and any release that has been printed or postage paid.
   
   In the event we allow direct mail cancellation, any additional printed materials may be held in storage for a fee of $50 per month. Or, you may request the option to mail all printed materials to your office at the current postage rates for mailing, currently, and approximately $400 per 10,000 postcards. Or, the materials may be destroyed. A decision to destroy any and all printed materials will be made on your behalf if no communication has been made within the 30 days prior to cancellation.
   
   Please note, any remaining printed materials that are sent to you cannot be used for EDDM or another streamlined postage service. You may consider sending any remaining materials by stamping each postcard individually. It is illegal to use any pre-printed stamp on the postcards and must be stricken out before sending.
   
   
   *Call Tracking: Call tracking is always associated with Pro Dental Designs' campaign(s). Unless otherwise noted by Participant in writing and Participant accepts ongoing call tracking fees as a separate service, on the election of Termination of Service or Election Not to Renew, you understand that call tracking will cease with the cancellation of service, and your call tracking number will be released back into the public immediately after cancellation. All online tracking and reporting will no longer be available.