Terms of Service

Version 2.0

Attitude Marketing, Inc. (“Attitude Marketing”, “we”, “us” or “our”) provides marketing software and
services for healthcare providers (the “Service”). The Order Form (the “Order Form”) sets forth the
Service being purchased by the client who signed the Order Form (“you”, “your” or “Client”), the
costs for such Service, and any other relevant details.
These terms of service (the “Terms”) are incorporated by reference into and made a part of any
Order Form and govern the relationship between you and Attitude Marketing. All Order Forms are
subject to acceptance by Attitude Marketing, in its sole discretion. The Order Form, the Terms, and
any documents or links referenced in such documents are together referred to as the “Agreement”.
If you are accepting these Terms on behalf of your employer or another entity, you represent and
warrant that (i) you have full legal authority to bind your employer or such legal entity to these
Terms, (ii) you have read and understand these Terms, and (iii) you agree, on behalf of the Client, to
these Terms.
Please read the follow terms carefully. Except as otherwise provided in Section 13 (Dispute
Resolution and Arbitration), these Terms provide that all disputes between you and Attitude
Marketing will be resolved by binding arbitration and you agree to give up your right to go to court to
assert or defend your rights. Except as otherwise provided in Section 13 (Dispute Resolution and
Arbitration), your rights will be determined by a neutral arbitrator and not a judge or jury, and your
claims cannot be brought as part of a class action. Please review Section 13 (Dispute Resolution
and Arbitration) below for the details regarding your agreement to arbitrate disputes with Attitude
1. Elements of the Service
The Service includes, but is not necessarily limited to, the development of a cloud-based provider
website (“Provider Website”), and the provision of cloud-based tools and services, including but
not limited to an online booking tool, call tracking, reputation management, profile syndication &
management, analytics dashboard, and general online local marketing services (collectively, the
“Marketing Software”)
A. Provider Website
Attitude Marketing may opt to develop a cloud-based Provider Website for Client. Such
Provider Website will integrate elements of the Marketing Software, including but not limited
to the Attitude Marketing online booking tool. Depending on availability. Client may, but is not
required to, submit Content (as defined below) for inclusion on the Provider Website; any
such Content submitted by Client and used by Attitude Marketing is subject to Section 3
(Content) and Section 4 (Ownership) below.
B. Marketing Software
Attitude Marketing will provide the Marketing Software indicated on the applicable Order
Form. Where applicable, Attitude Marketing will make the dashboard element of the
Marketing Software (the “Dashboard”) available to Client in accordance with these Terms
and any other Attitude Marketing rules and policies then in effect. The Dashboard allows
Client to set up an account and password to access the Dashboard. Client may authorize
employees or subcontractors to use the Dashboard on behalf of Client (each, a “User”); such
Users are subject to these Terms, and Client agrees to be responsible for the actions of all
Users who receive authorization to use the Service, including but not limited to their access to
the Dashboard.
C. Restrictions
Client will not, and will not permit or authorize third parties to: (a) rent, lease, resell or

otherwise permit unauthorized third parties to access or use the Service; (b) reverse
engineer, reverse assemble or otherwise attempt to discover the source code for any
software made available as part of the Service; or (c) circumvent or disable any security or
other technological features or measures of the Service.
2. Responsibilities of the Parties
As part of the Service, Attitude Marketing may perform or assist in performing a function or
activity on Client’s behalf that involves the use and disclosure of Protected Health Information (as
defined in 45 C.F.R. 164.501; hereinafter, “PHI”). The parties hereto shall use or disclose such
PHI as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the
Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”) and the
Standards for Security of Electronic Protected Health Information (the “Security Rule”)
promulgated thereunder, and the Health Information Technology for Economic and Clinical
Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and
Reinvestment Act of 2009, Pub. L. 111-5) (the “HITECH Act”). Capitalized terms used but not
otherwise defined in this Section 2 shall have the same meaning given to such terms in HIPAA,
the HITECH Act, or any implementing regulations promulgated thereunder, including but not
limited to the Privacy Rule and the Security Rule.
In connection with and by agreeing to these Terms, you and Attitude Marketing agree to be
bound by the terms of a Business Associate Agreement, the terms of which are referenced in the
Order Form incorporated herein by reference. You (the “Covered Entity,” as referred to in the
Business Associate Agreement) hereby agree that you have read and agree to be bound by the
terms of the Business Associate Agreement. Attitude Marketing (the “Business Associate,” as
referred to in the Business Associate Agreement), agrees to be bound by the terms of the
Business Associate Agreement. The parties hereto each agree to perform their respective
obligations as enumerated therein.
3. Content
A. Client may provide content to Attitude Marketing for use in Attitude Marketing’s provision of
the Service, including but not limited to photos, images, data, text, and other types of works
(“Content”). Client retains copyright and any other proprietary rights that Client may hold in
the Content that Client provides to Attitude Marketing. By providing Content, Client hereby
grants Attitude Marketing a worldwide, non-exclusive, royalty-free right and license (with the
right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the
purpose of formatting for display, and distribute Client’s Content, in whole or in part, in any
media formats and through any media channels (now known or hereafter developed).
B. Client is solely responsible for any Content that Client provides, and for the consequences of
posting or publishing such Content. By providing Content, Client affirms, represents, and
warrants that:
 Client is the creator and owner of, or has the necessary licenses, rights, consents, and
permissions, to use and to authorize Attitude Marketing to use and distribute Client’s
Content as necessary to exercise the licenses granted by Client in this Section 3 and in
the manner contemplated by Attitude Marketing, the Service, and these Terms; and
 Client’s Content, and the use of Client’s Content as contemplated by these Terms, does
not and will not: (i) infringe, violate, or misappropriate any third-party right, including any
copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or
any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the
right of privacy, publicity or other property rights of any other person; or (iii) cause
Attitude Marketing to violate any law or regulation.

4. Ownership
A. Client
Client will retain exclusive ownership of all rights, title and interest in and to all Content which
Client provides to Attitude Marketing for the provision of the Services, subject to the rights
granted to Attitude Marketing herein. Upon termination or expiration of the Agreement, Client
will own solely the domain name of the Provider Website; if the domain name was purchased

and registered by Attitude Marketing, Attitude Marketing will take reasonable measures to
assign the domain name to Client upon termination or expiration of this Agreement. If the
domain name was purchased and registered by Client, Client will retain such ownership of
the domain name. For clarity, all other elements of the Provider Website, apart from any
Content provided by Client, will be owned solely by Attitude Marketing, and will not be
retained by Client upon expiration or termination of this Agreement.
B. Attitude Marketing
Attitude Marketing will retain exclusive ownership of all rights, title and interest in the
Marketing Software (including, without limitation, any modifications, updates and
developments provided hereunder), as well as any Content supplied by Attitude Marketing in
the provision of the Service, and any visual interfaces, graphics, design, compilation,
information, data, computer code (including source code or object code), products, software,
services, and any other elements of the Service, subject to the licenses granted herein.
5. Fees
In connection with Client’s use of the Service and pursuant to Attitude Marketing’s acceptance of
the Order Form, Client will pay to Attitude Marketing the applicable fees set forth in the Order
Form. Attitude Marketing reserves the right to change any of the fees at any time, provided that
such changes will not take effect until a new Order Form has been executed and delivered to
Attitude Marketing by you. All payments required by these Terms exclude all sales, value-added,
use, or other taxes, all of which Client will pay in full, except for taxes based on Attitude
Marketing’s net income.
A. Implementation Fees
Each party will provide the other with reasonable cooperation, assistance, information and
access as may be necessary to initiate Client’s use of the Service. Attitude Marketing will
provide non-refundable implementation services to Customer to the extent set forth in the
Order Form.
B. Billing Subscriptions
There are three options regarding billing subscriptions:
 Monthly Billing Subscription: A twelve-month term in which you are billed a portion (1/12)
of the annual contract value on a monthly basis.
 Yearly Billing Subscription: A twelve-month term in which you are required to pay the full
annual contract value.
 Quarterly Billing Subscription: A twelve-month term in which you are billed a portion (1/4)
of the annual contract value on a quarterly basis.
 The applicable billing subscription option will be indicated on the Order Form. Renewal of
the subscription is subject to the terms of Section 6 (Term and Termination) below.
C. Discounts
Attitude Marketing may from time to time, in its sole discretion, provide special promotions or
discounts. If Attitude Marketing offers any special promotions or discounts that provide you
with credits or other incentives in connection with the Service (“Promotional Credits”), and
you cancel the Service prior to completion of the Initial Term (as defined below) (other than
for cause, as set forth below in Section 6 vi.), you will be required to repay to Attitude
Marketing the full amount of any corresponding discounts.
D. Manner of Payment
You will pay for all amounts payable under this Agreement either by credit card (the “Client
Card”), by electronic debit from your bank account (“ACH”), or such other form of payment as
Attitude Marketing may, in its sole discretion and with prior approval, permit (included but not
limited to payment by check). You will be required to agree to the applicable payment
authorization form(s), which also permit Attitude Marketing to recover any Promotional
Credits (as set forth above) in the authorized manner. In the case of payment through ACH,
no amounts owing are considered paid until the electronic debit has been received by
Attitude Marketing’s bank.
E. Timing of Payment

Fees, as identified on the Order Form, are due as indicated on the Order Form and in
accordance with Client’s billing subscription plan. Attitude Marketing will have the right to
charge the Client Card or debit from your account through ACH for fees in accordance with
these Terms. You understand and acknowledge that all amounts owed must be paid in
advance and that if timely payment is not received, in addition to being in breach of your
contractual obligations, the Service may be paused or terminated. Any amounts not paid by
you when due will bear interest at the rate of 1.5% per month (or the highest rate permitted
by law). You agree to pay all costs of collection, including attorney’s fees and costs and all
other legal and collection expenses incurred by Attitude Marketing in connection with its
enforcement of its rights under these Terms.
6. Term and Termination
A. Term
This Agreement will continue for the period indicated on the applicable Order Form (the
“Initial Term”).
B. Auto-Renewal
Provided that Client has paid all fees due under this Agreement, this Agreement will
automatically renew for successive one (1) year periods (“Renewal Term(s)”) unless either
party provides notice of non-renewal in accordance with subsection iii. below. The Initial Term
and any subsequent Renewal Term(s) may be collectively referred to as the “Term”.
C. Notice of Non-Renewal
To prevent renewal of a subscription, you or we must give written notice of non-renewal and
this written notice must be received no more than ninety (90) days but no less than sixty (60)
days in advance of the end of the subscription then in effect. If you decide not to renew, you
must send the notice of non-renewal by email to support@ attitudemarketing.com. Any notice
received with less than 60 days’ notice will result in auto-renewal of your subscription for an
additional Renewal Term.
D. No Early Termination; No Refunds
The subscription term in effect will end on the expiration date and you cannot cancel it before
its expiration. We do not provide refunds if you decide to stop using the subscription during
your subscription term.
E. Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount
has been paid, we may suspend your access to any portion or all of the Service ten (10) days
after such notice. We will not suspend the Service while you are disputing the applicable
charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If
your Service is suspended for non-payment, we may charge a re-activation fee to reinstate
the Service.
F. Termination for Cause
Either party will have the right to terminate this Agreement if the other party breaches any
material term or condition of this Agreement and fails to cure such breach within thirty (30)
days after receipt of written notice of the same, except in the case of Client’s failure to pay
fees, which must be cured within ten (10) days after receipt of written notice from Attitude
Marketing Pursuant to the payment policies outlined in Section 5 (Fees), you understand and
agree that you will not be entitled to any refunds of amounts already paid to Attitude
Marketing unless you properly terminate the Agreement for cause per the terms of this
G. Effect of Termination
Upon the expiration or termination of this Agreement, Client’s rights to access and use the
Service will terminate, provided that: (i) any and all payment obligations of Client under this
Agreement outstanding as of the effective date of expiration or termination will survive; (ii)
Attitude Marketing shall return or destroy all PHI received from you, or created or received by
us on your behalf (including any PHI in the possession of Attitude Marketing’s subcontractors
or agents), and otherwise comply with the termination provisions of the Business Associate

Agreement; (iii) where returning or destroying the PHI is infeasible, Attitude Marketing will
provide notification to you of the conditions that make return or destruction infeasible, and
upon mutual written agreement regarding such infeasibility, the protections of this Agreement
and the Business Associate Agreement will continue to apply to such PHI to limit further uses
and disclosures of such PHI for so long as the PHI must be maintained; and (iv) the following
provisions will survive: Sections 2, 3, 4, 5, 6 vii., and 8-14.
7. Hosting, Updates, and Privacy
The Service will be hosted and operated by or on behalf of Attitude Marketing. Attitude Marketing
may update the features, functionality and user interface of the Service from time to time at its
sole discretion. Please read the Attitude Marketing Privacy Policy, found on our website at
Attitude Marketing.com, carefully for information relating to our collection, use, storage and
disclosure of information. The Attitude Marketing Privacy Policy is incorporated by this reference
into, and made a part of, these Terms.
8. Publicity
You agree that Attitude Marketing may, during and after the Term of this Agreement, include your
name (including any applicable trade name, trademark, service mark or logo) on Attitude
Marketing’s client list, and in its marketing materials, sales presentations and any online
directories that Attitude Marketing may, from time to time, publish.
9. Confidentiality
A. Confidential Information
Each party acknowledges that it will have access to certain confidential information of the
other party concerning the other party’s business or practice, plans, technology, and products
(“Confidential Information”). Each party will not use in any way, for its own account or the
account of any third party, except as expressly permitted by this Agreement, nor disclose to
any third party (except as required by law or to that party’s attorneys, accountants and other
advisors as reasonably necessary), any of the other party’s Confidential Information and will
take reasonable precautions to protect the confidentiality of such information. Information will
not be deemed Confidential Information if such information: (i) is known to the receiving party
prior to receipt from the disclosing party directly or indirectly from a source other than one
having an obligation of confidentiality to the disclosing party; (ii) becomes known
(independently of disclosure by the disclosing party) to the receiving party directly or indirectly
from a source other than one having an obligation of confidentiality to the disclosing party; (iii)
becomes publicly known or otherwise ceases to be secret or confidential, except through a
breach of this Agreement by the receiving party; or (iv) is independently developed by the
receiving party.
B. Confidentiality of Agreement
Each party agrees that the terms and conditions, but not the existence, of this Agreement will
be treated as the other’s Confidential Information; provided, however, that each party may
disclose the terms and conditions of this Agreement: (i) as required by any court or other
governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the parties; (iv) in
connection with the requirements of a public offering or securities filing; (v) in confidence, to
its employees and agents and to its professional advisors such as accountants, banks and
financing sources; (vi) in confidence, in connection with the enforcement of this Agreement or
rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition
or proposed merger or acquisition, or the like.
10. Indemnities
A. Attitude Marketing Indemnity
Attitude Marketing will indemnify, defend and hold Client harmless from and against: (a) any
third party claim brought against Client alleging that the Marketing Software or any Attitude
Marketing -provided Content infringes any third party intellectual property or proprietary right,
including without limitation, patent, copyright or trademark; and (b) any liability, claim, action,
loss, cost, damage or expense (including reasonable fees of attorneys and experts) incurred
or suffered by Client, to the extent that such liability, claim, action, loss, cost, damage,

expense or fees are attributable to or incurred as a result of an unauthorized use or
disclosure of PHI by Attitude Marketing or Attitude Marketing’s breach of this Agreement;
provided that (i) Client promptly notifies Attitude Marketing in writing of such claim, (ii)
provides assistance as reasonably requested by Attitude Marketing to defend or settle such
claim and (iii) gives Attitude Marketing the exclusive authority to defend or settle such claim.
Attitude Marketing will not enter into any settlement that requires Client to admit liability or
pay money without Client’s prior written approval, which will not be unreasonably withheld or
delayed. Attitude Marketing will have no liability or obligation under this Section 10 i. for any
Content provided by Client.
B. Client Indemnity
Client will indemnify, defend and hold Attitude Marketing and its officers, directors,
employees, consultants, affiliates, subsidiaries and agents (together, the “Attitude Marketing
Indemnitees”) harmless from and against every claim, liability, damage, loss, and expense,
including reasonable attorneys’ fees and costs, arising out of or in any way connected with:
(a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of
this Agreement or any applicable law or regulation; (c) your violation of any third-party right,
including any intellectual property right or publicity, confidentiality, other property, or privacy
right; or (d) any dispute or issue between you and any third party, including but not limited to
any dispute arising from the sale, license, supply or provision of your goods or services.
Client specifically agrees to indemnify the Attitude Marketing Indemnitees as it relates to any
claims against them related to the accessibility of the Provider Website to persons with
disabilities, specifically those who are visually or hearing impaired. We reserve the right, at
our own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you (without limiting your indemnification obligations with
respect to that matter), and in that case, you agree to cooperate with our defense of that
11. Representations and Warranties; Disclaimer
A. Mutual Representations and Warranties
Each party represents and warrants to the other that: (i) this Agreement has been duly
entered into and constitutes a valid and binding agreement enforceable against such party in
accordance with its terms; (ii) no authorization or approval from any third party is required in
connection with such party’s entering into or performance of this Agreement; and (iii) the
entering into and performance of this Agreement does not and will not violate the laws of any
jurisdiction or the terms or conditions of any other agreement to which it is a party or by which
it is otherwise bound.
B. Disclaimer
Except as expressly set forth above, Attitude Marketing makes no representation or warranty
of any kind whether express, implied (either in fact or by operation of law), or statutory, and
Attitude Marketing expressly disclaims all implied warranties of merchantability, fitness for a
particular purpose, title and non-infringement. Attitude Marketing does not warrant that the
service will be error-free or that operation of the service will be secure or uninterrupted. From
time to time, client may request the addition of certain code and/or functionalities to be added
to client’s website or other platform. Attitude Marketing shall not be responsible for ensuring
that the requested code and/or functionalities comply(ies) with any and all applicable laws
and regulations pertaining to client’s business. Client hereby acknowledges and agrees that
client alone shall be responsible for ensuring that client’s website and service offerings, even
if supported by Attitude Marketing, comply with applicable laws and regulations.
12. Limitation of Liability
Attitude Marketing will not be liable to the client for any lost profits, cost of cover, loss of data,
interruption of business or any incidental, special, indirect or consequential damages, even if
client is advised of the possibility of such damages, whether under theory of contract, tort
(including negligence), strict liability or otherwise and (ii) Attitude Marketing’s total liability under
or arising out of or related to this agreement will be limited to the amounts paid to Attitude

Marketing by client during the 12-month period immediately prior to the incident giving rise to
such liability. This limitation of liability is intended to apply without regard to whether other
provisions of this agreement have been breached or have proven ineffective or if a remedy fails
of its essential purpose.
13. Dispute Resolution and Arbitration
A. Generally
Except as provided in subsection ii. below, any and all disputes, controversies, or claims
arising out of or relating to the Service, this Agreement or a breach thereof shall be submitted
to and finally resolved by arbitration under the rules of the American Arbitration Association
(“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by
mutual agreement of the parties in accordance with AAA rules. The arbitration shall take
place in Los Angeles County, California. The arbitrator shall apply the laws of the State of
California to all issues in dispute. The findings of the arbitrator shall be final and binding on
the parties and may be entered in any court of competent jurisdiction for enforcement. Legal
fees shall be awarded as provided by the arbitrator.
B. Exceptions
Despite the provisions of this Section 13, nothing in these Terms will be deemed to waive,
preclude, or otherwise limit the right of either party to: (a) bring an individual action in small
claims court; (b) pursue an enforcement action through an applicable federal, state, or local
agency if that action is available; (c) seek emergency injunctive relief in a court of law; or (d)
file suit in a court of law to address an intellectual property infringement claim.
C. No Class Actions
Each party may bring claims against the other only in its individual capacity and not as a
plaintiff or class member in any purported class or representative proceeding. Further, unless
both you and Attitude Marketing agree otherwise, the arbitrator may not consolidate more
than one person’s or entity’s claims and may not otherwise preside over any form of a
representative or class proceeding. If a decision is issued stating that applicable law
precludes enforcement of any of this subsection’s limitations as to a given claim for relief,
then that claim must be severed from the arbitration and brought in the State or Federal
Courts located in Los Angeles County, California. All other claims shall be arbitrated in
accordance with this Section 13.
14. Miscellaneous
Except for the obligation to pay money, neither party will be liable for any failure or delay in its
performance under this Agreement due to any cause beyond its reasonable control, including
acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet, provided that the delayed party: (i) gives the other
party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct
promptly such failure or delay in performance. This Agreement is made under and will be
governed by and construed in accordance with the laws of the State of California (except that
body of law controlling conflicts of law). Neither party may assign this Agreement without the prior
written consent of the other party, except that Attitude Marketing may freely assign this
Agreement as part of a corporate reorganization, consolidation, merger, or sale of substantially all
of its business or assets without the prior consent of Client. Any attempted assignment or
delegation in violation of the foregoing will be void. This Agreement will bind and inure to the
benefit of each party’s successors and permitted assigns. Attitude Marketing may, without your
consent, subcontract to any party the performance of all or any of Attitude Marketing’s obligations
under this Agreement provided that Attitude Marketing remains primarily liable for the
performance of those obligations. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed
facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid to
the address for the applicable party as furnished in writing by either party hereto to the other.
Attitude Marketing’s address for notice is: Attitude Marketing, Inc., 3605 Long Beach Blvd Ste
338, Long Beach, CA 90813. Such notice will be deemed to have been given as of the date it is

delivered, mailed or sent, whichever is earlier. Attitude Marketing and Client are independent
contractors and this Agreement will not establish any relationship of partnership, joint venture,
employment, franchise or agency between Attitude Marketing and Client. Neither Attitude
Marketing nor Client will have the power to bind the other or incur obligations on the other’s
behalf without the other’s prior written consent, except as otherwise expressly provided herein.
This Agreement, including all documents and terms incorporated herein by reference, constitutes
the complete and exclusive agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces any and all prior or contemporaneous discussions,
negotiations, understandings and agreements, written and oral, regarding such subject matter.
The parties agree to take such action to amend this Agreement from time to time as is necessary
for compliance with the requirements of the Privacy Rule, the Security Rule, HIPAA, and the
HITECH Act. Notwithstanding the foregoing, if the parties have not amended this Agreement to
address a law or final regulation that becomes effective after the date that the parties enter into
this Agreement and that is applicable to this Agreement, then upon the effective date of such law
or regulation (or any portion thereof) this Agreement shall be amended automatically and shall
incorporate such new or revised provisions as are necessary for this Agreement to be consistent
with such law or regulations, and for both parties to be and remain in compliance with all
applicable laws and regulations. Except as expressly provided in this Section 14, this Agreement
may be amended only in writing executed by both parties. The waiver of any breach or default of
this Agreement will not constitute a waiver of any subsequent breach or default and will not act to
amend or negate the rights of the waiving party. Except as expressly provided in subsection
13(iii), if any provision of this Agreement or any word, phrase, clause, sentence, or other portion
thereof should be held to be unenforceable or invalid for any reason, then such provision or
portion thereof shall be modified or deleted in such manner as to render this Agreement as
modified legal and enforceable to the maximum extent permitted under applicable laws. Any
reference in this Agreement to a section of HIPAA, the Privacy Rule, the Security Rule, the
HITECH Act, or any other regulations implementing HIPAA or the HITECH Act, shall mean such
regulation or statute as in effect at the time of execution of this Agreement or, if and to the extent
applicable, as subsequently updated, amended or revised.