Terms & Conditions

Effective Date: 12/01/2025

GROW MY CLINIC, LLC

These Terms of Service (“Terms”) are incorporated by reference into any executed Growth Partner Agreement (“Agreement”) between Grow My Clinic, LLC (“Consultant” or “GMC”) and the client identified in that Agreement (“Company”).

These Terms apply only where a signed Agreement expressly incorporates them.

They do not independently create a service contract.

By signing an Agreement that references these Terms, the Company acknowledges that it:

• Has read these Terms
• Understands these Terms
• Agrees to be legally bound by these Terms
• Agrees these Terms are part of the signed Agreement

If there is any conflict between these Terms and the signed Agreement, the signed Agreement controls.

1. SERVICES

Consultant provides marketing, advertising, consulting, creative production, CRM access, and related services as outlined in the Agreement.

Specific services, pricing, and duration are governed by the Agreement.

2. FEES & PAYMENT

2.1 Non-Refundable Fees

Company acknowledges and agrees:

• All fees paid to Consultant are non-refundable
• Fees are fully earned upon receipt
• Dissatisfaction does not constitute grounds for refund
• Early termination does not entitle Company to refund
• Advertising spend paid to third parties is non-refundable

2.2 Authorization to Charge

Company authorizes Consultant to charge the payment method provided for:

• Management fees
• Commission fees
• Recurring charges
• Late fees
• Administrative fees
• Collection costs

Authorization remains effective until all contractual obligations are satisfied.

2.3 Late Payments

Unpaid balances after ten (10) days may accrue interest at 1.5% per month or the maximum permitted by law.

Consultant may suspend services for payment failure.

3. PERFORMANCE GUARANTEE (IF APPLICABLE)

If the Agreement includes a written Performance Guarantee, that guarantee is strictly conditional.

Failure to comply with any condition listed in the Agreement voids the guarantee.

The sole remedy under any guarantee is continued service — not refund — unless explicitly stated otherwise in the Agreement.

Advertising spend and third-party fees are excluded from any guarantee.

4. NO CHARGEBACK COVENANT

Company agrees not to initiate any chargeback or payment dispute for services rendered under the Agreement.

If Company initiates a chargeback:

• It constitutes material breach
• All remaining contract fees accelerate immediately
• Company is responsible for processor fees, administrative fees, attorney’s fees, and collection costs

Nothing in this section limits any non-waivable statutory rights.

5. ACCELERATION

Upon breach, payment default, or dispute, all remaining fees under the active term become immediately due and payable.

6. INTELLECTUAL PROPERTY

All proprietary systems, frameworks, templates, strategies, and marketing processes remain the exclusive property of Consultant.

Company retains ownership of its trademarks and original materials.

7. DISCLAIMER

Services are provided “as is.”

Consultant does not guarantee specific revenue, approval rates, patient volume, or profitability unless expressly stated in the Agreement.

Marketing results depend on multiple external factors beyond Consultant’s control.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Consultant’s total liability shall not exceed fees paid by Company in the twelve (12) months preceding the claim.

Consultant is not liable for indirect, consequential, incidental, or lost-profit damages.

9. INDEMNIFICATION

Company agrees to indemnify and hold Consultant harmless from claims arising from:

• Company’s services
• Regulatory compliance
• Advertising content supplied by Company
• Financing representations
• Patient disputes

10. DISPUTE RESOLUTION

All disputes arising under the Agreement or these Terms shall be resolved exclusively through binding arbitration in Clark County, Nevada.

Company waives:

• Jury trial
• Class action participation
• Court litigation except to enforce arbitration

The prevailing party shall recover reasonable attorney’s fees and costs.

11. GOVERNING LAW

These Terms are governed by Nevada law.

12. EVIDENCE OF SERVICES

Company acknowledges that CRM logs, ad account records, call recordings, email records, timestamps, and platform data constitute valid evidence of services rendered.

13. ELECTRONIC SIGNATURES

Electronic signatures and digital acceptance are legally binding.

14. VERSION CONTROL

The version of these Terms in effect on the Effective Date of the signed Agreement governs that Agreement.

15. Terms & Conditions

15.1 Performance Guarantee is Automatically Void if ANY of the Following Terms Are Not Strictly Met by Company During the Initial 90-Day Term:

• Company must maintain a minimum of seventy (70) open appointment slots per month and five (5) available business days per week.
• Company must record each appointment outcome in Grow My Clinic’s tracking system within one (1) hour of the scheduled appointment start time. Failure to track within one hour automatically voids the guarantee.
• Company must maintain a minimum of seven (7) approved healthcare financing providers, operational and available at all times.
• Company must provide all requested photos, videos, branding materials, approvals, and permissions within forty-eight (48) hours of request.
• Company must attend each of the 2-week and 4-week review calls.
• Company must allow advertising campaigns to run continuously for the full ninety (90) day period. No pauses, spend reductions, payment declines, or interruptions.
• Company must maintain the agreed-upon minimum ad spend with no reductions.
• Company must notify Grow My Clinic in writing of any performance concern prior to Day 60 of the initial term.

Failure to meet any one of the above conditions automatically voids the Performance Guarantee in its entirety.

The Company bears the burden of proving compliance. CRM logs, timestamps, ad account records, and call logs shall constitute controlling evidence.

15.2 No Refunds

No refunds shall be issued under any circumstance. This includes setup fees, management fees, commission fees, and advertising spend.

Advertising spend paid directly to Meta or other advertising platforms is non-refundable.

Dissatisfaction, performance concerns, business outcomes, or early termination do not constitute grounds for refund.

15.3 Chargeback & Payment Dispute

Company agrees not to initiate any chargeback or payment dispute for services rendered.

Initiating a chargeback constitutes material breach of this Agreement and results in:

• Immediate acceleration of all remaining fees
• Liability for all processor fees and administrative costs
• Responsibility for attorney’s fees and collection costs

15.4 Agreement Length:

Initial three (3) month commitment, then month-to-month thereafter unless terminated with proper notice.

15.5 Cancellation Policy:

Thirty (30) day written notice via email to Team@GrowMyClinic.co.

Company must complete end-of-service meeting prior to termination.

Early cancellation does not entitle Company to refund of prepaid fees.

15.6 Modification Clause:

Changes to this Agreement may only be made by written amendment signed by both parties.