Terms & Conditions

1. The Founding Client Offer

The Limited Founding Client Offer provides eligible med spas, aesthetic practices, wellness businesses, and other qualifying practices with an initial patient-acquisition management period of 30 days at no additional management charge.

The offer includes only the services expressly identified in the Client's approved proposal or written service agreement.

Participation requires payment of the agreed one-time setup fee and compliance with the Client's obligations under these Terms.

PAP reserves the right to determine eligibility for the offer, define the scope of services offered to each practice, and decline prospective engagements where permitted by law. Any material offer restrictions will be disclosed before the Client commits.

2. One-Time Setup Fee

The Client agrees to pay the customized one-time setup fee specified in the approved proposal, invoice, or service agreement.

The setup fee compensates PAP for the agreed initial setup, configuration, implementation, planning, and related work. It is separate from advertising spend, third-party subscriptions, and any other charges expressly agreed upon by the Client.

PAP may begin work after the agreed payment has been received and the required onboarding information and account access have been provided.

Setup fees are non-refundable to the extent permitted by applicable law, including where PAP has begun performing the agreed work or committed resources to the engagement. This provision does not exclude any refund rights that cannot legally be waived.

If the Client requests work beyond the original scope, the additional work may require a separate written agreement and additional fees.

3. The 30-Day Management Period

The first 30 days of patient-acquisition management are included at no additional management charge under the Founding Client Offer.

The 30-day management period begins on the mutually agreed campaign launch date, as confirmed in writing by both parties. This ensures the Client receives the full benefit of the introductory management period once their campaigns are ready to run, rather than from the date of initial payment or sign-up.

If a campaign launch date has not been confirmed within 60 days of the setup fee payment due to delays attributable to the Client, PAP reserves the right to treat the introductory period as having commenced and to reassess availability for the Founding Client Offer terms.

The introductory management period is a limited promotional benefit and does not include advertising spend, third-party charges, or excluded premium services.

The Client acknowledges that the 30-day period is not a guarantee of a particular number of leads, booked appointments, patients, treatments, sales, or revenue.

PAP will use reasonable professional efforts to deliver the agreed services. However, PAP does not guarantee that advertising campaigns will be approved, launched by a particular date, or achieve a particular result where factors outside PAP's reasonable control affect performance.

4. Client Responsibilities and Delays

The Client agrees to cooperate with PAP and provide, in a timely manner: accurate business information and approved promotional offers; required account access, permissions, and advertising account funding; timely reviews, approvals, and feedback; accurate service descriptions, pricing, claims, and business credentials; personnel capable of responding to leads and handling appointment inquiries; and any legally required licenses, authorizations, privacy notices, and consent mechanisms.

The Client is responsible for the accuracy and legality of information and materials supplied to PAP.

Delays caused by missing information, incomplete onboarding, late approvals, unavailable personnel, account restrictions, or insufficient advertising funds may affect campaign launch and performance.

PAP will not be responsible for delays attributable to the Client or third-party providers. Any adjustment to the service timeline must be confirmed in writing. The 30-day management period will not automatically extend because of Client delays.

5. Advertising Spend and Third-Party Expenses

Advertising spend is separate from PAP's setup fee and introductory management services.

The Client is responsible for funding and paying advertising platforms directly, unless otherwise agreed in writing. The Client must maintain sufficient funding to support its approved advertising budget.

Third-party expenses, including software subscriptions, CRM charges, messaging usage, telephone numbers, payment processing, and other external services, are also separate unless expressly included in the written proposal.

PAP is not required to advance advertising funds or pay the Client's third-party expenses.

PAP may pause work or campaigns if required funding is unavailable, an account becomes restricted, or continuing would create a material compliance, security, or financial risk. Where reasonably practicable, PAP will notify the Client before taking such action.

Advertising charges and third-party fees are governed by the applicable provider's terms and may remain payable even if the Client pauses its engagement with PAP.

6. Client Accounts, Data, and Deliverables

The Client retains full ownership of their advertising accounts, business information, customer data, and lead data at all times — including after the introductory period ends, whether or not the Client chooses to continue.

The Client authorizes PAP to access and manage designated accounts solely as reasonably necessary to provide the agreed services. This authorization does not transfer ownership of any Client account or data to PAP.

PAP retains ownership of its proprietary templates, reusable workflows, internal systems, processes, and know-how developed independently of the Client engagement.

For custom landing pages, creative assets, ad copy, and other deliverables created specifically for the Client during the engagement, ownership and usage rights will be defined in the individual written service agreement. Where no written agreement addresses a specific deliverable, the Client is granted a non-exclusive license to use that deliverable for its own business purposes.

The Client must promptly review requests for account access and approve campaign materials, budgets, and offers where approval is required.

PAP is not responsible for account restrictions, suspensions, disapprovals, or policy enforcement actions independently imposed by third-party platforms, provided PAP has acted within the agreed scope and applicable law.

PAP may refuse to publish or continue materials that it reasonably believes are misleading, unlawful, prohibited by platform policy, or likely to create material legal or reputational risk.

7. No Guarantee of Marketing Results

PAP provides marketing and patient-acquisition support, not guaranteed business outcomes.

Results may be affected by advertising budgets, competition, market conditions, seasonality, pricing, the Client's reputation, lead response times, appointment availability, treatment suitability, conversion rates, and other factors beyond PAP's control.

PAP does not guarantee any specific quantity or quality of leads, booked appointments, show-ups, treatments, revenue, profitability, or return on advertising spend unless an express written guarantee is separately agreed and signed by PAP.

The Client remains responsible for its own sales process, customer service, scheduling, clinical decisions, and delivery of treatments or other services.

8. End of the Introductory Period and Continuation

The introductory management period ends after 30 days from the mutually agreed campaign launch date unless the parties agree otherwise in writing.

The Client is under no obligation to renew or purchase ongoing management services after the introductory period.

If the Client wishes to continue, PAP will provide the applicable ongoing service scope, monthly management retainer, payment terms, and any additional conditions for the Client's review and approval.

No ongoing monthly management retainer will be charged solely because the Client participated in the Founding Client Offer. Paid continuation requires the Client's agreement to the applicable terms.

If the Client declines to continue, PAP will stop providing management services at the end of the introductory period. The Client retains full access to their advertising accounts, lead data, and business information. PAP will provide reasonable transition instructions for accounts it has been authorized to manage, subject to payment of any undisputed outstanding amounts.

The Client is responsible for deciding whether to pause or discontinue advertising campaigns and third-party subscriptions after the engagement ends.

9. Excluded Services and Additional Work

Local SEO and other premium services are not included in the Founding Client Offer unless expressly stated in the approved proposal.

Requests for additional landing pages, extensive revisions, new campaigns, additional locations, expanded integrations, or other work outside the agreed scope may require a separate proposal and additional payment.

PAP is not required to begin additional work until the scope, fees, and timeline have been agreed upon in writing.

10. Intellectual Property

Each party retains ownership of its pre-existing intellectual property, materials, trademarks, systems, and proprietary information.

PAP retains ownership of its pre-existing methods, templates, processes, know-how, reusable workflows, and general tools. These are not transferred to the Client under any circumstances.

The Client retains ownership of all pre-existing brand assets, creative materials, and accounts. Nothing in these Terms transfers ownership of the Client's pre-existing intellectual property to PAP.

Ownership and usage rights for custom deliverables created specifically for the Client will be governed by the applicable written service agreement. See also Section 6 regarding client data and deliverables.

11. Healthcare Privacy, Data Protection, and Communications Consent

⚠ Attorney Review Recommended: This section addresses healthcare privacy obligations, HIPAA applicability, and communications consent. Given the nature of PAP's clients (med spas, aesthetic practices, and wellness businesses), the provisions below are a starting framework and should be reviewed by a qualified attorney before client onboarding.

Each party agrees to take reasonable measures to protect the other party's confidential business information and to use it only for legitimate purposes related to the engagement, unless otherwise authorized or required by law.

The Client is responsible for ensuring that it has the necessary rights and lawful basis to collect and share lead information with PAP. The Client represents that it has obtained any required consents from its patients and prospective patients before sharing their information with PAP.

Healthcare-Related Information: The parties acknowledge that PAP's clients operate in healthcare-adjacent industries. The Client must not share protected health information (PHI) as defined under HIPAA with PAP unless a Business Associate Agreement (BAA) has been executed between the parties. PAP does not accept PHI through its standard onboarding or campaign management processes.

Communications Consent: Where PAP's services involve automated SMS, email, or other electronic communications to the Client's leads or patients, the Client is responsible for ensuring that all required consents have been obtained under applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any applicable state privacy laws. PAP will not send automated communications to individuals who have not provided the required consent.

Additional data-processing, BAA, or confidentiality agreements may be required depending on the services and information involved. PAP reserves the right to require such agreements before commencing services that involve personal health information.

12. Suspension and Termination

PAP may suspend or terminate services, subject to applicable law and the written agreement, if the Client fails to pay an amount due under the agreed terms; repeatedly fails to provide necessary information or account access; requests unlawful, deceptive, or prohibited advertising; misuses PAP's systems, materials, or access credentials; or materially breaches the agreement and fails to remedy the breach within any applicable notice or cure period.

Where reasonably practicable, PAP will provide notice and an opportunity to resolve the issue before suspension or termination.

Either party may terminate the engagement in accordance with the applicable written agreement. Termination does not eliminate payment obligations already incurred or rights and responsibilities that survive termination.

Upon termination, the Client retains full ownership of and access to their advertising accounts, lead data, and business information.

13. Limitation of Liability

⚠ Attorney Review Recommended: Because the Founding Client Offer includes management services at no additional management charge, the enforceability of the liability cap below — and any exceptions that may be required — should be reviewed by a qualified attorney before client onboarding.

To the fullest extent permitted by applicable law, PAP (JPM-EB LLC) will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, or loss of anticipated savings arising from the engagement.

To the extent permitted by law, PAP's aggregate liability arising from the services will be limited to the fees actually paid to PAP by the Client for the specific services giving rise to the claim during the three months preceding the event giving rise to the claim.

This limitation does not apply where liability cannot legally be excluded or limited. Any additional exclusions, caps, or exceptions must be set out in the signed service agreement and comply with applicable law.

14. Indemnification

⚠ Attorney Review Recommended: The scope and enforceability of indemnification obligations should be reviewed by a qualified attorney, particularly in the context of healthcare-adjacent client engagements.

To the extent permitted by applicable law, the Client is responsible for claims, losses, or liabilities arising from the Client's own unlawful conduct, inaccurate or unauthorized materials, treatment services, or breach of its obligations under these Terms.

Any indemnification obligation must be applied only to the extent legally enforceable and attributable to the responsible party's conduct. The parties may establish more detailed procedures and exceptions in a signed service agreement.

15. Third-Party Platforms and Providers

PAP may use third-party advertising platforms, CRM systems, analytics tools, scheduling applications, and other providers to perform the services.

PAP does not control third-party platforms and cannot guarantee their availability, functionality, approval decisions, or continued operation.

The Client acknowledges that third-party policies, technical requirements, and charges may change independently of PAP.

PAP is not responsible for third-party acts or failures except to the extent caused by PAP's own breach or responsibility under applicable law.

16. Changes to These Terms

PAP may update these Terms prospectively to reflect changes in its business, services, or legal requirements.

Material changes will be communicated as required by law or the applicable agreement. Changes will not retroactively modify existing obligations where prohibited by law.

17. Governing Law and Disputes

These Terms will be governed by the laws of New Jersey, United States, subject to mandatory applicable law.

The parties will attempt in good faith to resolve disputes through direct communication before pursuing formal proceedings, unless urgent relief or another legally required procedure is appropriate.

Any agreed court venue, arbitration process, or other dispute-resolution mechanism must be specified in the applicable written agreement and comply with applicable law.

18. Contact Information

Patient Acquisition Partners (operated by JPM-EB LLC) Email: [email protected] Phone: +1 (914) 504-4367 Location: New Jersey, United States Website: https://patientacquisitionpartners.com

19. Entire Agreement

These Terms, together with the applicable proposal, order, and signed service agreement, govern the relevant engagement between the Client and JPM-EB LLC, doing business as Patient Acquisition Partners.

If any provision is found unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

By purchasing or accepting the Founding Client Offer, the Client acknowledges that it has had the opportunity to review these Terms and agrees to the applicable terms of engagement.