I. 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 of this Agreement, 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.

II. Default. If any payment required under the terms of our Agreement(s) is not paid by Participant within twenty (20) 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.

III. Payments. Participant agrees to pay Pro Dental Designs all Payments outlined in Agreement(s) on or before Effective Date, or Scheduled Release.

IV. Price Increase. In the event of a price increase of Pro Dental Design’s costs, the client will be responsible for additional charges based on such cost increase. Pro Dental Designs reserves the right to increase any and all online marketing services they provide to cover the rising cost of business operations.

V. Term.

1. Initial Term. The initial term of our Agreement(s) will begin on [Effective Date] or when Onboarding begins and continue 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 our Agreement(s) will automatically renew for the [Renewal Term] of _____ months unless Termination of Service is communicated pursuant to V. 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.

VI. Termination of Service. The Participant may cancel services before Onboarding begins and/or before Automatic Renewal. 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 our Agreement(s), or when services have begun after renewal.

VII. Effective Date. Participant agrees and acknowledges that if the Issue Date and/or 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.

VIII. 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.

IX. Credit Card Authorization. Participant authorizes Pro Dental Designs to charge the Payment Amount to Participant's credit card for charges under this Agreement. Participant agrees to pay for any purchase in accordance with the issuing bank cardholder agreement.

X. Late Charges. Once any project is completed and/or ready to go live and/or ready to be turned over to the client, 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 (60) days of completion, participant will be considered in breach of the Service Agreement and considered in Default as outlined under our Terms & Conditions.

XI. Insufficient Funds. If paying with 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 to fee of $50.00 per denied transaction.

XII. 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 materials provided by Pro Dental Designs as the Participants full responsibility.

XIII. 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, this Agreement, and in executing this Agreement, Participant knowingly and voluntarily submit itself to the sole and exclusive jurisdiction of the courts of the State of Colorado for purposes of determining enforcement or interpretation of this Agreement. Should Participant or Pro Dental Designs institute any action or proceeding to enforce any provision of this Agreement, or for damages by reason of any Default or breach of any provision of this 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.

XIV. 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 our Agreement(s). Our 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 our 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 our 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.

XV. Recitals and Schedules Incorporated. All Recitals and Exhibits referenced in our Agreement(s) are incorporated herein by reference.

XVI. Successors and Assigns; Amendment. Pro Dental Designs‘ Agreement(s) shall be binding upon the Parties and each of their respective successors and permitted assigns. This Agreement(s) may not be amended or modified, except in a writing signed by all Parties to this Agreement. If Participant breaches this Agreement, it is agreed that the parties will liquidate damages in favor of Pro Dental Designs in the amount of $5,000.00.

XVII. 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. This 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 Agreement(s) obtained by Pro Dental Designs, Participant understands and agrees that such action is equivalent to signing Participant Signature and hereafter referred to as "Virtual -Signature". Participant agrees that Participant's Virtual-Signature is the legal equivalent of Participant’s manual signature on this Agreement(s). By act of sending this Agreement(s) 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 you and Pro Dental Designs.

XVIII. Warranty of Authority. Each Party who executes our 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 this Agreement(s), 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 this Agreement(s) 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.

XIX. Hold/Delays/Schedule Changes. Any holds, delays and schedule changes will be charged at $69 per month warehouse fee per occurrence, and $95 per month for Pro Dental Designs’ 3rd party vendor SmartTrak Call Service past the time period specified in the agreement, if applicable.

XX. List Criteria or Demographic Changes. In the event the Participant requests changes to list criteria, demographic criteria, and or geographic criteria, Participant will be responsible to pay the list acquisition price.

XXI. 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 of this Agreement. In the event that it becomes necessary to prepare and execute any additional documents in order to effectuate the purposes of our Agreement(s), the Parties hereto agree to do so within ten (10) business days of the written request for such.

1. Intellectual Property. All artwork, logo designs, website(s), video project(s), and all other designs, artwork and materials used in the design and production of goods or works in the course of any Project, remain our property. We grant you a transferable, non-exclusive license to use, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the artwork, logo designs, website(s), video project(s) after full payment is received subject to the following restrictions:
   1. You must not, without our prior written permission Transfer this agreement to another Participant
   2. You must not, remove or attempt to remove or alter in any way any proprietary or copyright notices or any labels, seals, and/or brand on any artwork, logo designs, website(s), and/or video project(s). Pro Dental Designs reserves the right to require its copyright, seal and identity with approved links in the footer of any and all websites and landing pages created or developed by Pro Dental Designs even in the event of a transfer or Termination of Services so long as the design and/or code are 50% or greater maintained.

XXII. Transfer of Intellectual Property. After the completion of artwork, logo designs, website(s), video project(s), and all other designs, artwork and materials used in the design and production of goods or works in the course of any Project, and full payment is received ownership may be assumed by the client adhering to restrictions outlined under Intellectual Property. 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 website. 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. Pro Dental Designs will maintain hosting of website so long as payment of hosting is received on or before 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 client wished to transfer a website, 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.

XXIII. 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 are such that a reasonable person would understand the material(s) as inappropriate. 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. 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 participant.

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 other payment arranges are made or credit card information is updated. If such “declined” credit card exists and services are suspended or stopped, Participant will not hold Pro Dental Designs or its principals responsible for any loss or changes to any and all online status’, online reputation, etc.

PRO REVIEWS: Pro Dental Designs agrees to provide the Participant non-exclusive access to services listed below for PRO REVIEWS.

REVIEW AGGREGATION: Allows Participant to collect its business reviews from sites like Yahoo, Google, City Search, Yellow Pages, and LinkedIn (“Review Sites”). While additional Review Sites may be added in the future, Pro Dental Designs does not guarantee the ability to aggregate reviews from any particular site, as individual Review Sites may change their services, or to stop Pro Dental Designs from aggregating Participant’s reviews at any time.

NEW REVIEW COLLECTION: Allows Participant to gather new reviews from Pro Dental Design’s customers via email campaigns, check-ins, onsite kiosk, and SMS. You can customize email and SMS text.

REVIEW MODERATION: Provides Participant the ability to control Participant’sonline reputation – respond to reviews and manage negative reviews.

REVIEW DISTRIBUTION: Allows Participant to publish the reviews Participant chooses on any site Participant controls – Participant’s website, blog, Facebook page, Google page and Twitter page. Facebook, Google and Twitter Review Apps: Allows Participant to automatically publish Participant’s best reviews on Participant’s Facebook page, Google page and Twitter page.

REVIEW WEBSITE: A personalized business micro-site containing all of Participant’s approved reviews and information about Participant’s business.

ANALYTICS: A dashboard to monitor Participant’s reviews and ratings, customer sentiment and visitors.

SEARCH ENGINE OPTMIZOPTIMIZATION ides Participant with search engine optimization for Participant’s business through the use of real-time customer reviews.