Terms of Service
Effective Date: August 1st, 2025

These Terms of Service (“Terms”) govern your access to and use of the Chirotize website located at [www.chirotize.com](http://www.chirotize.com) (the “Site”) and the services provided by Chirotize, a DBA of Theratize LLC (“Chirotize,” “Theratize,” “we,” “us,” or “our”). By visiting the Site or engaging our services, you agree to these Terms. If you do not agree, do not use the Site or our services. Our Privacy Policy explains how we collect, use, and protect information and is incorporated by reference.

1. Eligibility
You must be at least 18 years old to use the Site or engage our services. By using the Site or our services, you represent that you meet this requirement and have authority to bind the organization you represent.

2. Scope of Services
Chirotize provides marketing and growth services tailored for chiropractic practices, including as applicable by project and Scope of Work (“SOW”):

* Website design/development, hosting, analytics, and call-tracking enablement
* Search Optimization (SEO) planning, on-page and local SEO, content recommendations, and reporting
* Paid Ads planning, setup, and management (e.g., Google Ads, Meta Ads)
* Photography and Video coordination, direction, and post-production deliverables
* Team Training for reviews, phone skills, scheduling, and follow-ups
* Print and Mailers (postcards, brochures, signage) and vendor coordination
* Email Campaigns setup, list management, templates, and sending logistics
The specific deliverables, timelines, responsibilities, and acceptance criteria for your engagement are defined in the mutually executed SOW. In the event of conflict, the SOW controls for that project.

3. Fees, Billing, and Payments

* Fixed-fee deliverables (logos, photo/video packages, print design, mailers, websites, etc.) require payment in full upfront unless the SOW states otherwise.
* Ongoing services (ads management, SEO programs, hosting, reporting, training retainers, email programs) are billed monthly in advance.
* Payments are processed via ACH/credit/debit. Processor fees may be passed through to you.
* All payments are non-refundable.

4. Late or Failed Payment

* Due upon receipt unless otherwise stated in the invoice or SOW.
* Balances more than 10 days past due may accrue a 1.5% monthly late fee (or the maximum allowed by law, if less).
* We may pause services, including ad campaigns and websites we host, until accounts are current.
* You are responsible for reasonable collection costs, including attorneys’ fees and agency fees.
* Our decision not to immediately enforce a right is not a waiver of that right.

5. Client Responsibilities
You agree to:

* Provide accurate information, brand assets, approvals, and timely access to systems.
* Respond to project communications within one (1) business day and meet feedback deadlines. Delayed feedback may push timelines; missed deadlines may be deemed acceptance of the current draft.
* Ensure you have rights to all content you provide; you are responsible for third-party permissions.
* Supply all copy, bios, and imagery unless the SOW includes copywriting or creative.
If a project is inactive for 30 or more days due to missing inputs or approvals, we may pause or close it. Restart fees may apply.

6. Confidentiality
Both parties will protect non-public, confidential, or proprietary information disclosed during the engagement. This obligation survives termination. If PHI applies, see Section 12.

7. Intellectual Property

* Upon final approval and payment in full, you receive ownership of the final approved deliverables identified in the SOW.
* All non-selected concepts, drafts, tools, and processes remain our property.
* We may showcase work (including drafts) in our portfolio and case studies unless you object in writing prior to publication.

8. Third-Party Vendors and Platforms
We may coordinate with hosting providers, ad platforms, print and mail vendors, shipping carriers, and photographers. We will assist in resolving issues, but we are not responsible for their performance, outages, delays, pricing, or errors. Claims arising from vendor actions are between you and the vendor.

9. Limitations of Liability
To the fullest extent permitted by law:

* We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, reputation, or ranking changes).
* Our aggregate liability for any claim is limited to fees you paid to us in the three (3) months preceding the event giving rise to the claim.
* If an error occurs after your approval (e.g., an approved print file), our remedy is limited to correcting or replacing the affected deliverable.

10. Term and Termination

* Certain services (e.g., mailers) may require minimum terms as stated in the SOW.
* Either party may terminate with 30 days’ written notice unless the SOW states otherwise.
* All fees paid are non-refundable, including work in progress.
* For hosted websites:

* You must migrate the site before the notice period ends or the site may go offline.
* Reduced hosting without management may be available; see SOW.
* A $250 transfer fee may apply for late migration requests.
* Sites not transferred within 90 days of termination may be deleted.

11. Privacy
Your use of our Site and services is governed by our Privacy Policy. Please review it for details on data collection and use.

12. HIPAA and Protected Health Information (PHI)
When applicable to your engagement:

* We follow “minimum necessary” access and require a signed Business Associate Agreement (BAA) before receiving PHI.
* PHI will be encrypted in transit and at rest where feasible and handled in accordance with HIPAA.
* We will notify you of any breach of unsecured PHI as required by law.
* Do not transmit PHI through insecure channels; if PHI is sent without a BAA, we may delete or return it and are not liable for resulting delays.

13. No Guarantee of Results
We use professional judgment and best practices, but we do not guarantee specific outcomes (e.g., rankings, leads, revenue, or appointment volume).

14. Non-Solicitation
During the engagement and for twelve (12) months after, you will not solicit or hire our employees or contractors who worked on your project without our written consent.

15. Force Majeure
We are not liable for delays or non-performance caused by events beyond our reasonable control (e.g., natural disasters, internet outages, strikes, government actions, pandemics).

16. Data Retention
We retain project files and deliverables for 90 days after delivery or termination unless agreed otherwise. Retention beyond that window is at our discretion.

17. Client Warranties
You warrant that all materials you provide are lawful and that you have all rights and permissions required for their use.

18. Survival
Sections related to payments, IP, confidentiality, HIPAA, limitations of liability, indemnification, non-solicitation, and dispute resolution survive termination.

19. Indemnification
You agree to defend, indemnify, and hold harmless Chirotize/Theratize, its officers, employees, and contractors from claims and expenses arising out of materials you supply or direct us to use, your breach of these Terms, or your violation of law or third-party rights.

20. Severability
If any provision is found unenforceable, the remaining provisions remain in full force.

21. Entire Agreement
These Terms plus any executed SOW constitute the entire agreement and supersede prior proposals or understandings on the same subject.

22. Headings
Headings are for convenience only and do not affect interpretation.

23. Electronic Acceptance
Clicking “I agree,” e-signing, emailing written acceptance, or paying an invoice constitutes binding acceptance of these Terms under the E-SIGN Act.

24. Governing Law and Dispute Resolution
The parties will first attempt to resolve disputes via good-faith discussion and, if needed, mediation before litigation. These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-law rules. Exclusive venue lies in the state or federal courts located in Missouri.

25. Changes to These Terms
We may update these Terms at any time. Updates will be posted on the Site with a new effective date. Continued use of the Site or services after an update constitutes acceptance.

26. Contact
Chirotize (Theratize LLC, DBA)
PO Box 1128
Marthasville, MO 63357 USA
[info@chirotize.com](mailto:info@chirotize.com)