These Terms of Service (the "Terms") constitute a binding master agreement between GeoMedix Digital ("GeoMedix," "we," "our," or "us") and the contracting medical spa, aesthetic clinic, or related healthcare business ("Client," "you," or "your") for the deployment and ongoing operation of conversion-engine websites, local SEO infrastructure, AI front-desk automation, and ancillary growth and automation services (collectively, the "Services"). By executing a Statement of Work, remitting payment of any invoice, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
1. Acceptance & Authority
The individual accepting these Terms on behalf of Client represents and warrants that they are a duly authorized officer, owner, or principal of Client with full corporate authority to bind Client to this agreement. Client further represents that Client holds, and shall maintain throughout the engagement, all licenses, registrations, and authorizations required by federal and state law to lawfully operate as a medical spa or aesthetic clinic in its jurisdiction of operation.
2. Scope of Services
GeoMedix shall deliver the specific scope of work itemized in the executed Statement of Work ("SOW"), which may include, without limitation, conversion-engine website design and deployment, local search engine optimization architecture, AI voice and SMS receptionist configuration, CRM workflow scaffolding, weekly prompt and routing optimization, and infrastructure monitoring. Any work outside the executed SOW shall be quoted and billed separately as a Change Order.
3. Fees & Billing
Setup fees are invoiced upon execution of the SOW and are payable in full prior to the commencement of build activities. Recurring maintenance and platform-operation fees are billed in advance via Stripe on the first business day of each calendar month at the rate specified in the SOW. All fees are denominated in United States Dollars and are exclusive of any applicable sales, use, value-added, or similar transactional taxes, which shall be the responsibility of Client. Invoices not paid within ten (10) calendar days of issuance accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and GeoMedix reserves the right to suspend Services until the balance is cured.
4. Refund Policy
Owing to the custom-engineered nature of the deliverables and the irrevocable allocation of engineering capacity at the point of engagement, all setup fees are strictly non-refundable. Monthly maintenance fees may be terminated on thirty (30) days' written notice as provided in Section 14; no pro-rated refunds shall be issued for partial months, and no refunds shall be issued retroactively.
5. Client Responsibilities
Client shall (a) provide timely administrative access to its booking platform, domain registrar, DNS provider, hosting account, social media properties, and any other system reasonably required to deliver the Services; (b) supply accurate brand assets, clinical service catalogs, pricing, and operating hours; (c) ensure that all marketing, clinical, and promotional claims furnished to GeoMedix comply with the Federal Trade Commission Act, applicable state medical board regulations, and any other governing professional-advertising rules; and (d) designate a single point of contact authorized to approve content, copy, and routing changes. Delays attributable to Client shall extend any associated delivery milestone on a day-for-day basis without penalty to GeoMedix.
6. Intellectual Property
Upon full payment of all sums due under the SOW, GeoMedix grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the customer-facing website content, copy, and brand assets delivered specifically for Client's use. GeoMedix retains all right, title, and interest in and to its underlying frameworks, code libraries, prompt architectures, automation templates, conversion-rate methodologies, training data, and any pre-existing or independently developed intellectual property, none of which is transferred under this agreement. Client may not reverse-engineer, decompile, sublicense, white-label, or resell any GeoMedix proprietary system without prior written consent.
7. Third-Party Platforms & APIs
The Services interoperate with third-party platforms and application programming interfaces controlled by independent vendors, including but not limited to Boulevard, Zenoti, Mindbody, GoHighLevel (GHL), Stripe, Twilio, OpenAI, Anthropic, Google, and Meta. GeoMedix does not own, control, or operate these third-party platforms and makes no representation as to their availability, uptime, pricing, feature set, or continued existence. Any change, deprecation, outage, rate limit, policy modification, or termination imposed by a third-party platform is outside GeoMedix's reasonable control and shall not constitute a breach of these Terms.
8. No Financial or Performance Guarantees
While the GeoMedix infrastructure is engineered to maximize qualified lead capture, conversion velocity, and front-desk response coverage, GeoMedix makes no representation, warranty, or guarantee — express, implied, statutory, or otherwise — as to any specific quantity of leads, bookings, treatments performed, revenue earned, return on investment, or business outcome. Ultimate revenue performance depends materially on factors within Client's exclusive control, including the competence and responsiveness of Client's staff, in-clinic conversion practices, clinical pricing, geographic market dynamics, treatment offering, online reputation, and operational follow-through. Client expressly acknowledges that any illustrative figures, ROI calculators, or projections shared during the sales process are pedagogical estimates and do not constitute binding commitments.
9. TCPA Compliance & AI Communication Indemnification
The Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227, and its implementing regulations promulgated by the Federal Communications Commission (collectively, "TCPA"), together with the CAN-SPAM Act and analogous state telecommunication and electronic-marketing statutes (collectively, the "Communications Laws"), impose strict consent requirements on automated telephonic, SMS, email, and chat communications.
Client is entirely and exclusively responsible for obtaining valid prior express written consent (as that term is defined under the TCPA and applicable state law) from every lead, prospect, patient, or other recipient before any GeoMedix-deployed system initiates, on Client's behalf, any automated SMS message, voice call, email, chat message, or other electronic communication. Client warrants that (a) it maintains documented, auditable consent records for every contact entered into its CRM or otherwise made available to GeoMedix infrastructure; (b) it operates and maintains a functioning opt-out and STOP-keyword honoring process; and (c) all messaging content provided or approved by Client complies with the Communications Laws.
Client shall indemnify, defend, and hold harmless GeoMedix Digital, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, lawsuits, settlements, judgments, fines, penalties, statutory damages (including the per-message and per-call statutory damages under the TCPA), attorneys' fees, and costs arising out of or related to any actual or alleged violation of any Communications Law, telemarketing regulation, or do-not-call obligation in connection with messages dispatched by or through Services deployed for Client. This indemnity survives termination.
10. HIPAA & PHI Allocation
GeoMedix is a technology vendor and is not a HIPAA Covered Entity. Client, as the Covered Entity, is solely responsible for HIPAA compliance within its CRM, scheduling platform, and any system that creates, receives, maintains, or transmits Protected Health Information ("PHI"). Where the parties mutually determine that GeoMedix infrastructure will process PHI on Client's behalf, the parties shall execute a separately negotiated Business Associate Agreement prior to such processing. Absent an executed BAA, Client warrants that no PHI shall be transmitted into GeoMedix-operated systems and accepts full responsibility for any inadvertent disclosure originating from Client's operational use of the Services. Full disclosure language appears in our Privacy Policy.
11. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN AN EXECUTED SOW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. GEOMEDIX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OPERATION, ERROR-FREE PERFORMANCE, OR THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
- GEOMEDIX SHALL NOT BE LIABLE FOR (i) ANY SOFTWARE DOWNTIME, OUTAGE, LATENCY, OR DEGRADATION, WHETHER ATTRIBUTABLE TO GEOMEDIX INFRASTRUCTURE OR ANY UPSTREAM PROVIDER; (ii) ANY ERROR, MALFUNCTION, RATE LIMIT, POLICY CHANGE, OR INTEGRATION FAILURE OF ANY THIRD-PARTY API OR PLATFORM, INCLUDING WITHOUT LIMITATION BOULEVARD, ZENOTI, MINDBODY, GOHIGHLEVEL, STRIPE, TWILIO, OPENAI, ANTHROPIC, GOOGLE, OR META; (iii) ANY MISSED, MISROUTED, DUPLICATED, OR DELAYED MEDICAL BOOKING, APPOINTMENT, CONSULTATION REQUEST, OR PATIENT INQUIRY; OR (iv) ANY DECISION TAKEN BY CLIENT OR ITS STAFF IN RELIANCE ON DATA, ANALYTICS, OR RECOMMENDATIONS GENERATED BY THE SERVICES.
- IN NO EVENT SHALL GEOMEDIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA; OR ANY COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF GEOMEDIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- GEOMEDIX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO GEOMEDIX DURING THE ONE (1) CALENDAR MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Client acknowledges that the fees charged by GeoMedix reflect this allocation of risk and that GeoMedix would not enter into this agreement absent these limitations.
13. Indemnification by Client
In addition to the TCPA indemnification in Section 9, Client shall indemnify, defend, and hold harmless GeoMedix and its affiliates from and against any third-party claim arising out of (a) Client's breach of any representation, warranty, or covenant under this agreement; (b) Client's violation of any law, regulation, professional standard, or third-party right; (c) any clinical service rendered or refused by Client; (d) any content, claim, or marketing assertion supplied or approved by Client; or (e) Client's failure to maintain HIPAA, TCPA, or other regulatory compliance within systems under Client's control.
14. Term & Termination
Unless otherwise stated in the SOW, the engagement is month-to-month following the initial setup phase and continues until terminated. Either party may terminate the recurring engagement for convenience upon thirty (30) days' prior written notice. Either party may terminate for cause upon material breach by the other that remains uncured fifteen (15) days after written notice. Upon termination, Client shall pay all sums accrued through the effective termination date, GeoMedix shall cease active management of Client systems, and Sections 6, 8, 9, 10, 11, 12, 13, 15, 16, and 17 shall survive.
15. International Jurisdiction & Cross-Border Processing
Client expressly acknowledges that GeoMedix Digital is an international entity operating principally out of the European Union. By executing an SOW and using the Services, Client knowingly and irrevocably consents to the cross-border transfer, storage, and processing of Client's business data — and, where contemplated by an executed BAA, Client's regulated data — on infrastructure located both within and outside the United States, including in the European Economic Area. Client acknowledges that this enterprise-grade, multi-jurisdictional architecture has been engineered to enhance security, redundancy, and operational continuity, and Client waives any objection based solely on the international situs of processing.
16. Governing Law, Venue & Dispute Resolution
This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim, or controversy arising out of or relating to this agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in the English language and seated in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. CLIENT AND GEOMEDIX EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
17. Miscellaneous
These Terms, together with the executed SOW and any addenda, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings. No waiver of any provision shall be effective unless in writing. If any provision is held unenforceable, the remaining provisions shall continue in full force. Client may not assign this agreement without GeoMedix's prior written consent; GeoMedix may assign freely to an affiliate or in connection with a merger or sale of substantially all assets. Neither party shall be liable for delay or failure caused by force majeure. All notices shall be sent to the email addresses on the active SOW. The parties are independent contractors; nothing herein creates an agency, partnership, joint venture, or employment relationship.
18. Contact
General inquiries: info@geomedixdigital.com.