Digital Marketing Services Terms & Conditions

1. Services to be performed. Unlock Health (“Unlock”) agrees to perform Digital Marketing Services (the “Services”) on Client’s behalf, according to the Services outlined in the Proposal. All Services will be deemed to be accepted upon delivery. The scope of the Services may be modified by mutual agreement between Unlock and Client.  All modifications shall be in writing specifying the necessary changes to the Proposal, the expected completion dates and the cost.  Unlock shall perform no services outside the scope of the Services as defined in writing in the proposal, except as agreed to in writing. A revised Proposal is necessary only if there’s a change in total cost. Unlock provides digital marketing services including but not limited to search engine marketing, search engine optimization, banner advertising, social media, and YouTube pre-roll video marketing. Unlock will implement digital campaigns to assist the client in marketing efforts and outreach communications.

2. Term of Services. The Proposal and Digital Marketing Services Terms & Conditions (“Terms”) will become effective and is fully executed when the Client signs the Unlock proposal document. By signing, the Client “opts-in” to the Unlock Terms. The Term of the Proposal and Terms shall begin as of the date of signature.

3. Termination of Services. Unlock Health digital marketing services require a 14-day notice of pause or 30-day notice of cancellation of any or all services. Notice of termination shall be given via email, by Client to Unlock Health as per the notice information in Section 8 of these Terms. All payment obligations for Services rendered shall survive termination of the engagement.

4. Invoicing. Invoices will be sent to Client upon completion of each month’s delivery and/or activity. Invoices will be sent via email to those identified individuals in the Proposal or client communication. 

5. Payment and Payment Liability. Client shall make payment upon receipt of monthly invoice unless net terms have been otherwise agreed upon. In the event an account becomes past due, in addition to such other remedies as it may have, the full amount of the account shall immediately become due and payable by the Client. The Client is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorney fees and costs.

6. Late Fees. Late payments by Client shall be subject to late fees of 1.5% per month from the due date until the amount is paid. 

7. Ownership. Except as set forth below with respect to Third Party Materials, Preliminary Materials and Unlock Property (as such terms are defined below), Unlock and Client hereby acknowledge and agree that all final, fully-paid-for deliverables identified in the Proposal (the “Work Product”), will be owned in full by Client. Notwithstanding the foregoing, any materials prepared or proposed by Unlock but not produced in final form, and any materials prepared or proposed by Unlock and rejected by Client, shall remain the property of Unlock (the “Preliminary Materials”). Unlock shall have the right to use the Preliminary Materials without limitation; provided, however, that, such uses shall not involve the release of any of Client’s Confidential Information (as defined below).

Notwithstanding the foregoing, Client acknowledges and agrees that all intellectual property, tools, know-how, methodologies, software (including in both object and source code form), processes and other materials or property which Unlock used prior to the commencement of the Services, or which is otherwise independently developed by Unlock outside of the scope of the Services or which is not expressly paid for by Client as well as all enhancements, modifications and improvements thereto (collectively, “Unlock Property”) shall remain the property of the Unlock. Unlock hereby grants Client a fully paid-up, royalty-free license to use such Unlock Property solely as incorporated in the deliverables provided to Client.

If and solely to the extent applicable to the Services as set forth in an applicable Proposal, Client grants to Unlock, a non-exclusive, worldwide, fully paid up, royalty-free license of all rights under applicable law to all Client web sites and online and digital social media pages and other properties (collectively, the “Client Websites”), as well as any and all data contained therein and any other Client content provided by Client to Unlock or otherwise approved by Client for use by Unlock (collectively, “Client Data”), solely in connection with the performance of the Services.  For clarity, with respect to Client Data collection and processing, the Client expressly agrees that Unlock may place tags on the Client Websites to collect information about users of the Client Websites and other third party services, including, without limitation, data that identifies or is connected to a persistent or unique identifier for any computer or other device  (collectively, “Performance Data”) and that during and after the term of this Agreement, Client expressly agrees that Unlock may use Performance Data: (x) to compile aggregate, anonymized statistics, metrics and general trend data for the enhancement and optimization of the Services as well as for marketing, promotional and analytic purposes, and (y) in an aggregate, anonymous database used for trending, analytics and media planning purposes for Client and other parties, provided that under no circumstances will Unlock disclose to third parties any information that i) identifies any individual user or ii) identifies Client (or its products or services) by name or otherwise would reasonably enable identification of same. For the avoidance of doubt, upon termination of this Agreement no additional Client Data will be collected by Unlock from the Client Websites.

Client acknowledges and agrees that it may, from time to time, authorize the placement of third party tags on the Client Websites. Client acknowledges and agrees that the applicable third party’s policies (e.g., Privacy, Terms of Use) shall govern the collection of any data by such tags, and the applicable third party (and not Unlock) shall be responsible and liable to Client in connection with such tags and data processing.

As between the parties, Client is solely responsible for ensuring that the Client Websites are in compliance with all applicable laws, rules, regulations and industry self-regulatory principles, including making the required consumer disclosures on the Client Websites and that Unlock is authorized to collect and use the Performance Data from users of Client Websites. 

For the avoidance of doubt, without limitation of the foregoing, Client acknowledges and agrees that, as between the parties, Client shall be solely responsible for compliance with any applicable laws, rules and regulations applicable to Client as a health care network; provided however, Unlock acknowledges and agrees that nothing herein shall limit Unlock’s obligation to comply with laws, rules and regulations applicable to Unlock as a marketing agency.

8. Confidentiality. Each party (the “Recipient”) shall take reasonable steps to protect the proprietary and confidential information and materials (hereinafter “Confidential Information”), provided or made accessible by the other party or its representatives (the “Discloser”) from improper disclosure. Confidential Information shall not include information previously known to Recipient or materials to which Recipient had access prior to the provision of such information or materials by Discloser; information or materials that are now or later become available in the public domain; information or materials independently developed by Recipient or its affiliates; or information or materials provided to Recipient by a third party not bound by a duty of confidentiality to Discloser. To the extent permitted by law, Recipient shall inform Discloser of all inquiries into or requests for Discloser’s Confidential Information by third parties and shall disclose Confidential Information to such third parties only when legally compelled to do so and after notice to Discloser, or when so permitted or instructed by Discloser. Notwithstanding anything to the contrary contained in this section, Unlock shall have the right to refer to Client in promotional materials and press releases, including on Unlock’s web site and in Unlock’s award show submissions.

9. Indemnification and Limitation of Liability. Unlock hereby agrees to indemnify, defend and hold Client harmless from and against any and all liability, claims, causes of action, suits, damages and expenses, including reasonable outside attorneys’ fees (collectively, “Losses”), based upon a claim, action or proceeding brought by a third party against Client to the extent arising out of: (i) a breach by Unlock of Unlock’s covenants, representations or warranties set forth herein; and/or (ii) Unlock’s gross negligence or willful misconduct.

Client hereby agrees to indemnify, defend and hold Unlock and its affiliates (and each of their respective officers, representatives and personnel) harmless from and against any and all Losses based upon a claim, action, or proceeding brought by a third party against Unlock or its affiliates to the extent arising out of: (i) a breach by Client of Client’s covenants, representations or warranties set forth herein; (ii) Client’s gross negligence or willful misconduct; (iii) any content contained on any Client Website or any content on any web page accessible through any Client Website, (iv) any materials, instructions, approvals or information provided to Unlock by Client and/or approved for use by Client, including, without limitation, information concerning Client or its competitors, or their respective products or services, (v) any risks or restrictions which Unlock has brought to Client’s attention in writing where Client elects to proceed or proceeds on its own; and/or (vi) the nature or use of Client’s products or services.

Each party agrees to indemnify, defend and hold the other harmless in connection with any third party subpoena or investigation arising out of such party’s products, services, and/or failure to comply with applicable laws, rules or regulations.

The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim, suit, action, or proceeding and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim, suit, action, or proceeding and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any claim, suit, action, or proceeding in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section shall not relieve the indemnifying party of its obligations under this Section except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in the proceedings with counsel of its own choosing, at its sole cost and expense. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER, OR DAMAGES TO REPUTATION OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; AND (B) EXCLUDING CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO UNLOCK BY CLIENT AS UNLOCK’S FEE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM BEING BROUGHT AGAINST A PARTY. EACH PARTY SHALL EXERCISE GOOD FAITH EFFORTS TO REASONABLY MITIGATE DAMAGES HEREUNDER.

10. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Routine communications and approvals may be given and received by email.

Unlock:
Unlock Health
Attn: Chief Financial Officer
209 10th Avenue South, Suite 530
Nashville, TN 37203
[email protected]

11. Exclusive Agreement, Modifications, Waivers, Severance. The Proposal and these Terms constitute the entire agreement between Unlock Health and Client. Any modifications must be in writing and agreed upon by both parties. Any waiver shall not be effective against any party unless in writing executed on behalf of such party.

12. No Partnership. The Proposal and these Terms do not create a partnership relationship. Neither party has the authority to enter into contracts on the other’s behalf.

13. Applicable Law and Venue. The laws of the State of Tennessee shall govern this engagement. The venue for any legal action to enforce the terms of this engagement will be in Davidson County of the State of Tennessee and both parties expressly submit to the jurisdiction of the state and federal courts located in Davidson County, Tennessee.

Last Updated: June 24, 2025