1. Agreement to These Terms

These Terms of Service (“Terms”) govern your use of the BrightPal website and your engagement with BrightPal (“BrightPal,” “we,” “us,” or “Company”) for marketing, patient acquisition, advertising, and related services.

By accessing our website, submitting an inquiry, purchasing services, or entering into a service agreement with BrightPal, you acknowledge that you have read and agree to these Terms.

If you are entering into an agreement on behalf of a healthcare practice, clinic, company, or other organization, you represent that you have the authority to bind that organization to these Terms.

These Terms should be read together with any proposal, order form, service agreement, statement of work, or other written agreement provided by BrightPal for your specific engagement (“Service Agreement”). If there is a conflict between these Terms and a signed Service Agreement, the signed Service Agreement will control for that specific engagement.

2. BrightPal Services

BrightPal provides digital marketing and patient acquisition services to qualified healthcare, telehealth, and related practices.

Services may include, depending on the specific program:

Paid advertising strategy and management

Advertising campaign development and optimization

Creative strategy, development, and testing

Lead generation and qualification

Landing pages and conversion systems

Appointment booking and follow-up systems

Performance tracking and reporting

Patient acquisition strategy

Related marketing and growth services

The specific services included in your engagement will be determined by your Service Agreement.

BrightPal may modify, improve, or adjust campaign strategies, advertising methods, creative, targeting, and related processes as reasonably necessary to improve campaign performance.

3. Patient Acquisition Programs

Certain BrightPal programs are structured around patient acquisition rather than a traditional monthly marketing retainer.

Depending on the clinic, starting point, objectives, and scale of the engagement, patient-based programs may use different payment structures, including:

An agreed patient acquisition commitment paid upfront; or

Fees based on patients acquired throughout the campaign.

The specific patient commitment, pricing, payment structure, measurement period, qualification criteria, and other applicable conditions will be established in writing before the campaign begins.

Any patient acquisition target, commitment, or guarantee applies only to the extent expressly stated in the applicable Service Agreement.

References on the BrightPal website to potential acquisition volumes, including “300+ patients in 90 days,” describe the potential scale of the acquisition system and are not, by themselves, a contractual guarantee of a specific number of patients.

4. Patient Qualification and Measurement

Where a Service Agreement includes a patient acquisition commitment or guarantee, the agreement will define what qualifies as an eligible patient and how patient acquisition is measured.

Unless otherwise specified in writing, patients may be excluded from a commitment where they are duplicates, fraudulent or invalid submissions, outside the agreed geographic area, outside the agreed eligibility criteria, unable to be reached due to inaccurate information, or otherwise do not satisfy the agreed qualification requirements.

Patient qualification may also depend on information, systems, scheduling availability, and other requirements controlled by the client.

5. Pricing and Payment

The pricing, patient commitment, payment schedule, and other financial terms applicable to your engagement will be stated in your Service Agreement, proposal, invoice, or other written documentation provided by BrightPal.

Where a program is structured around an upfront patient acquisition commitment, the applicable program fee is due before campaign launch unless otherwise agreed in writing.

Where a program is structured around patients acquired throughout the campaign, the applicable payment terms will be specified in the Service Agreement.

Unless expressly stated otherwise, BrightPal's fees do not include advertising spend, software subscriptions, third-party platform fees, payment processing fees, or other external costs.

Late or unpaid amounts may result in the suspension of services or campaigns until the account is brought current.

6. Advertising Spend

Advertising spend is separate from BrightPal's service and patient acquisition fees unless expressly stated otherwise in writing.

The client is responsible for providing or funding the advertising budget required for its campaign.

BrightPal does not guarantee a particular return on advertising spend, cost per lead, cost per patient, conversion rate, or advertising result unless expressly included as a contractual commitment in the applicable Service Agreement.

Advertising platforms may change their policies, pricing, algorithms, approval processes, targeting capabilities, or availability at any time. BrightPal is not responsible for performance changes caused by such third-party changes.

7. Optimization and Scaling

BrightPal may adjust campaign strategy, budgets, creative, targeting, offers, funnels, follow-up systems, and other campaign components based on performance data.

BrightPal's approach is to optimize the acquisition system before aggressively increasing volume where doing so would reasonably be expected to produce inefficient acquisition costs.

The ability to scale a campaign depends on factors including market conditions, advertising costs, available budget, clinic capacity, patient demand, conversion rates, platform performance, and other factors.

8. Client Responsibilities

The client agrees to:

Provide accurate and timely information necessary to perform the services.

Maintain appropriate licenses, registrations, permits, and professional credentials required for its services.

Maintain sufficient availability and capacity to serve patients generated through the campaign.

Respond to leads and appointment opportunities within a commercially reasonable timeframe.

Provide accurate information regarding its services, pricing, locations, providers, qualifications, and offerings.

Review and approve advertising materials when requested.

Ensure that claims concerning medical services, treatments, medications, outcomes, pricing, credentials, and other regulated matters are accurate and appropriately substantiated.

Comply with applicable federal, state, provincial, local, professional, healthcare, advertising, privacy, and consumer-protection laws and regulations.

The client is ultimately responsible for the medical services it provides and for the accuracy and legality of information supplied to BrightPal for use in marketing.

9. Healthcare and Advertising Compliance

BrightPal provides marketing and patient acquisition services and does not provide medical advice, diagnosis, treatment, prescribing, or other clinical services.

The client remains responsible for determining whether its services, treatments, products, claims, offers, and advertising are legally and professionally permissible in the jurisdictions in which it operates.

BrightPal may refuse, modify, pause, or discontinue advertising content or campaigns that it reasonably believes may violate applicable law, advertising platform policies, or BrightPal's internal compliance standards.

Neither BrightPal nor the client should rely on a marketing claim simply because it appears on a website, advertisement, social media platform, or other promotional material. Health-related advertising claims should be truthful, not misleading, and appropriately substantiated.

10. Patient Information and Privacy

Each party will handle personal information in accordance with applicable privacy and data-protection laws and the parties' applicable agreements.

The client remains responsible for determining what patient information it collects and how that information is used in connection with its healthcare services.

BrightPal will only access, use, or process patient or health information to the extent necessary to perform agreed services and as permitted by applicable law and written agreements.

If BrightPal's services require BrightPal to create, receive, maintain, or transmit protected health information on behalf of a HIPAA-covered entity, the parties will enter into an appropriate Business Associate Agreement where required by applicable law. A Business Associate Agreement should define permitted uses and disclosures and appropriate safeguards for PHI.

Additional privacy practices are described in BrightPal's Privacy Policy.

11. Third-Party Platforms and Services

BrightPal may use third-party platforms and services to provide or support its services, including advertising platforms, CRM systems, scheduling platforms, analytics tools, communication providers, hosting providers, payment processors, and other technology providers.

BrightPal does not control third-party platforms and cannot guarantee their continuous availability, functionality, policies, approval decisions, or performance.

The client acknowledges that campaigns may be affected by third-party platform restrictions, account suspensions, policy changes, technical issues, outages, algorithm changes, or other events outside BrightPal's reasonable control.

12. Intellectual Property

BrightPal retains ownership of its pre-existing intellectual property, systems, methodologies, processes, strategies, templates, frameworks, software, know-how, branding, and proprietary materials.

Unless otherwise agreed in writing, the client does not acquire ownership of BrightPal's proprietary systems or internal processes by purchasing services.

Client-owned materials, including trademarks, logos, photographs, videos, medical information, written content, and other materials supplied by the client remain the property of the client or its respective owner.

Subject to payment of all amounts due, the parties may agree in writing regarding ownership or permitted use of specific creative assets, landing pages, advertising materials, or other deliverables created during an engagement.

Neither party receives ownership of the other party's intellectual property merely by entering into a Service Agreement.

13. Confidentiality

Each party agrees to keep confidential non-public business, financial, technical, operational, marketing, customer, patient, and other proprietary information received from the other party in connection with the services.

Confidential information may only be used as reasonably necessary to perform or receive the services and may not be disclosed to third parties except as permitted by the applicable agreement or required by law.

These obligations do not apply to information that is publicly available through no breach of these Terms, was already lawfully known, is independently developed, or is lawfully obtained from another source without a confidentiality obligation.

14. Results and No Unstated Guarantees

BrightPal's website, marketing materials, case studies, examples, projections, and discussions may describe potential outcomes or examples of campaign performance.

Except for a specific commitment expressly stated in a signed Service Agreement, such statements are not guarantees of future performance.

Results may vary based on market conditions, advertising costs, budget, offer, clinic operations, patient demand, competition, conversion rates, follow-up speed, platform performance, and other factors.

No statement on the BrightPal website should be interpreted as a guarantee of revenue, profit, return on investment, number of patients, number of appointments, or other result unless expressly stated in the applicable Service Agreement.

15. Cancellation and Termination

Either party may terminate services in accordance with the cancellation and termination provisions contained in the applicable Service Agreement.

BrightPal may suspend or terminate services if the client fails to make required payments, materially breaches an agreement, provides materially inaccurate information, engages in unlawful conduct, or causes BrightPal to reasonably believe continued performance would create material legal, regulatory, reputational, or platform-compliance risk.

Upon termination, the client remains responsible for amounts properly due for services performed or commitments incurred before the effective termination date, subject to the terms of the applicable Service Agreement.

16. Refunds

Any refund, credit, extension, or other remedy related to a patient acquisition commitment will be governed by the applicable Service Agreement.

Where a minimum number of new patient acquisitions is agreed upon, the applicable Service Agreement will specify the minimum number of patients, measurement period, qualification criteria, and any applicable refund or other remedy if the agreed minimum is not achieved.

Any refund or other remedy will be limited to the terms and conditions expressly stated in the applicable Service Agreement.

Nothing in these Terms limits any refund or other remedy expressly provided in a signed Service Agreement.

17. Limitation of Liability

To the maximum extent permitted by applicable law, BrightPal will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or loss of data arising from or related to the services.

To the maximum extent permitted by applicable law, BrightPal's total aggregate liability arising from a particular engagement will not exceed the amount actually paid to BrightPal by the client for the services giving rise to the claim during the applicable period stated in the Service Agreement.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

18. Indemnification

To the extent permitted by applicable law, the client agrees to defend, indemnify, and hold harmless BrightPal and its officers, employees, contractors, and representatives from claims, damages, liabilities, costs, and reasonable expenses arising from:

The client's healthcare services or operations;

The client's violation of applicable law or regulation;

Materials or information supplied by the client;

Claims concerning the client's products, services, treatments, medications, providers, or medical representations;

The client's misuse of BrightPal's services; or

The client's breach of these Terms or the applicable Service Agreement.

This provision does not apply to the extent a claim results from BrightPal's own gross negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.

19. Website Use

You may use the BrightPal website only for lawful purposes.

You may not attempt to interfere with the operation or security of the website, gain unauthorized access to systems or accounts, introduce malicious code, scrape or systematically extract website content without authorization, or otherwise misuse the website.

All BrightPal website content, branding, graphics, text, and materials are owned by or licensed to BrightPal and may not be reproduced, copied, modified, distributed, or commercially exploited without prior written permission, except as permitted by law.

20. Changes to These Terms

BrightPal may update these Terms from time to time.

The updated version will be posted on the website with a revised “Last Updated” date. Changes to these website Terms will not automatically modify the pricing, patient commitment, guarantee, or other material terms of an existing signed Service Agreement unless the parties expressly agree otherwise in writing.

21. Governing Law and Disputes

These Terms and any dispute arising out of or relating to these Terms or the services provided by BrightPal will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

Any legal action or proceeding arising out of or relating to these Terms or the services provided by BrightPal shall be brought in the state or federal courts located in Texas, and the parties consent to the jurisdiction and venue of those courts.

Before initiating formal legal proceedings, the parties agree to make a good-faith effort to resolve any dispute through direct discussion.

If a specific Service Agreement contains different governing-law, venue, arbitration, or dispute-resolution provisions, those provisions will control for that specific engagement.

22. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect to the extent permitted by law.

23. Entire Agreement

These Terms, together with the applicable Service Agreement, proposal, statement of work, and any other documents expressly incorporated by reference, constitute the agreement governing the applicable BrightPal services.

Any amendment to a specific commercial term must be made in writing and agreed upon by the parties.

24. Contact

For questions regarding these Terms or BrightPal's services, please contact:

BrightPal
Email: [email protected]
Website: gobrightpal.com