Gargle Inc. Terms & Conditions of Use

(“Terms of Use”)

Last updated: January 1, 2026

Introduction

Gargle Inc. (the “Company”, or “us”, “we”, “our”) has implemented these Terms of Use to govern your use of the website gargle.com (the “Website”), and any related software, applications, webpages, and any information and content relating to the foregoing, including without limitation, HTML, software, code, data, text, documents, images, photographs, videos, icons, and designs (collectively, the “Content”), as well as any marketing or other related services (collectively, the “Marketing Services”, and together with the Website and the Content, the “Services”) provided by the Company to you in accordance with your applicable Membership Agreement, if any (the “Membership Agreement”). To the extent you have a Membership Agreement, these Terms of Use form part of that Membership Agreement and govern the Marketing Services provided by the Company to you under such Membership Agreement.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITE OR THE CONTENT, OR BY ORDERING, ACCEPTING, OR MAKING PAYMENT FOR THE MARKETING SERVICES, YOU THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AS SET OUT HEREIN. If you do not agree to these Terms of Use, then you have no right to access or use the Services. If these Terms of Use are being entered into by a corporation or other legal entity, you represent that you have the authority to enter into these Terms of Use to bind such entity and its affiliates to these Terms of Use as its authorized representative, in which case the terms “you” or “your” refer to such entity and its affiliates as well as you, as the context may require.

The Services are not intended for use by minors (being individuals who are not of legal age in the jurisdiction in which they reside). If you are a minor, you should only use the Services with the permission and under the supervision of a parent or guardian.

Minimum Annual Commitment

Customer agrees to purchase the Services for a minimum contract term of twelve (12) months beginning on the Effective Date (the “Initial Term”).

The Customer’s payment obligations during the Initial Term represent a fixed contractual commitment and are not contingent upon usage of the Services or Customer results.

The Customer agrees that the full Annual Service Fee for the Initial Term is owed regardless of whether payments are made in monthly installments.

Annual Service Fee and Service Definition

The Services provided under this Agreement have a total Annual Contract Value (“Annual Service Fee”) as specified in the Customer Agreement, Order Form, or invoice.

The Annual Service Fee represents the total price for Services during the Initial Term. The bulk of the services (70%) are provided up front as an initial Platform Setup and Website Launch Package. These Services take the form of Customer interviews with the Gargle Marketing Director team, marketing plan creation, technical connections to DNS, and third party platforms like META, full Customer website creation, hosting and deployment, and marketing platform setup including: SEO terms research, SEO content creation (8-15 pages); social media research, post schedule creation, video and post creation, and backlink strategy and deployment; integration of analytics and tracking tools.

The remaining maintenance, update, and communication Services (the Marketing Platform Subscription) are delivered ad hoc over the 12 month Initial Term, and include: website hosting and maintenance, reputation management, marketing automation tools, social media marketing support, and ongoing digital marketing services.

For administrative convenience, Gargle may allow Customers to pay the Annual Service Fee in equal monthly installments. Such installment payments do not alter the Customer’s obligation to pay the entire Annual Service Fee.

Privacy Notices

Our privacy notice or notices (which may vary by jurisdiction) are available at gargle.com/privacy-policy. Your access to and/or use of the Services is subject to the privacy notice applicable to you in your jurisdiction. You acknowledge that you have read such privacy notice, and you hereby consent to the collection, use, and disclosure of your personal information (which may also be referred to as your “personal data”, or similar, depending on the notice) for the purposes therein identified. You also grant us permission to de-identify or combine your personal information, if any, with that of others in a way that does not identify you or any individual personally for any business reason in our sole discretion, including without limitation to improve the Services.

License to Use

Subject to your compliance with these Terms of Use and/or the Membership Agreement, we grant you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Services. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms of Use and/or the Membership Agreement.

Service Limitations

In addition to any set-up and operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Services:

Service Area – The Services are currently configured for use in Canada and the United States only, and are not intended for use outside of Canada and the United States.
Service Interruptions – The Services can be interrupted for any reason that disrupts internet access, including in the event of:

- electrical power outages
- natural disasters
- electronic interference
- an outage affecting the data transport service
- failure of originating or terminating access lines
- network congestion and/or reduced routing speed affecting our network or another network (for example, due to spikes in call volume in the wake of local or national disasters), causing failed calls, busy signals or unexpected answering wait times (which may be longer than emergency calls placed via traditional telephone networks)
- compatibility issues
- equipment failures relating to your equipment or our equipment, including, hardware or software failures or misconfiguration affecting us, our offices, data centers, and/or any of our service providers

Cross-Browser Compatibility – As new browsers or browser versions (e.g. Internet Explorer, Safari, Chrome) are developed, such new browser versions may not be compatible with the Services. Certain requirements on the Internet may require a particular browser version and website platform.

Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

THE COMPANY DOES NOT AND CANNOT GUARANTEE THAT SERVICES WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE WEBSITE AND THE CONTENT WILL NOT BE AVAILABLE OUTSIDE OF THE SERVICE AREA OR UNDER CIRCUMSTANCES SET FORTH ABOVE.
IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR WEBSITE OR THE CONTENT IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE SERVICES.
YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE SERVICES. ABUSE OF THE SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

International Users

The Services are controlled, operated and provided within Canada and the United States and are not intended for use outside of Canada or the United States. You are hereby prohibited from accessing, using or receiving the Services from any territory where the Services or any of the features, functionality, tools, content thereof, is illegal. If you choose to access, use or receive the Services from a location outside of Canada or the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

Information and Profile

If you opt to access, use or receive the Services, you agree to provide accurate, current and complete personal information about yourself as required, and to promptly correct, update, or complete this personal information as required. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain and update your personal information including but not limited to your failure to receive any information with respect to the Services.

You agree and authorize us to take any necessary steps in order to verify the personal information you provide. If there are reasonable grounds to suspect any or all of the information you provide is inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your current and future access to and use of the Services.

Access

Certain areas of the Website or the Content (including without limitation any areas reserved for those who have created a Profile) may be restricted from access by you at any time, for any reason, without notice to you, in our sole and absolute discretion.

Service Authorization

If you enter into a Membership Agreement with us, you are engaging the Company, as an independent contractor, for the specific purpose of registering, hosting, maintaining, updating, advertising, and/or creating content for one or more website(s) and/or media accounts (the “Accounts”) for the Services, as applicable and provided in the Membership Agreement. If reasonably required for the provision of the Services, you hereby authorize the Company to access your pre-existing Accounts, allowing “write permission”, including by providing the Company with any login or access information to such Accounts.

Billing

Fees and Costs – YOU ARE RESPONSIBLE FOR PROVIDING US WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES. The Company does not act as a payer for any Google or Facebook fees, penalty, bidding or budget. If you wish to change or reduce budgets, replace a credit card, or cancel a spend, then you must notify us in writing. Cancellation fees may apply to certain Services as provided in the Membership Agreement. Prices and terms are subject to change upon notification to you. Current pricing is available on the Website. Utah state sales tax will be collected for residents of Utah, as well as any other applicable sales tax on a state-by-state basis or as applicable for any other jurisdiction.
Billing Policy – Unless we agree or state otherwise in writing:

- Gargle will invoice Customers on a monthly basis for installment payments toward the Annual Service Fee unless otherwise specified.
- Monthly invoices represent installment payments toward the Annual Service Fee and do not constitute month-to-month service agreements.
- Payments are due upon receipt unless otherwise specified.
- You agree to pay us in advance each month for the Services in the amounts set forth on the Membership Agreement. You will be initially billed within two business days of signing the Membership Agreement. Payment is due each month on the day outlined in the Membership Agreement and is automatically billed. Notwithstanding the foregoing, one combined bill will be provided for all products and services wherever commercially reasonable. The monthly bill date could change slightly each month based on weekends and staff availability.
- Affiliate partners may bill some Services on separate billing dates and/or invoices.
- The Company reserves the right to suspend the provision of any Services if payment is not made within five days of the due date. If a payment delay is anticipated, please notify the Company in advance as the Company may then be able to accommodate an alternate arrangement.
- Any returned payments will be re-billed, and you will be asked to replace any expired or non-working payment methods within five days. After five days, if no payment can be obtained, then a 5% late fee will be applied for the month.
- All fees and charges are nonrefundable.

Payment Processing – We may contact you via email in connection with a problem with your credit card or payment account. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our privacy notice or notices.
Charge Authorization – You hereby authorize the Company to charge/draft any amount due under the Membership Agreement to the card and/or account indicated in the Membership Agreement.

Graphics, Audio, Video Media, Integrations, Etc.

The Company will create, capture, or receive from you all graphics, audio, and video media elements necessary to complete the Services. This includes audio, video, images, photography, scanning services, video and photo shooting, editing, animation, and third party stock photography, audio, and video. You will provide to the Company all photos of the office, employees, and/or other property or materials of the dental practice that are necessary for the Company to perform the Services. All links provided by you must be verified and approved for use in the Services by the Customer. Any file provided to the Company shall be in popular, readable electronic format (i.e., Microsoft Word / .jpg / .gif / .png / .pdf). Files can be provided as an email attachment, a CD, a DVD, or an external USB drive.

You agree to reimburse the Company for any expenses necessary for the completion of the Services (“Additional Fees”). Example of Additional Fees include the purchase of specific fonts, specific photography, audio, video, forms, specific software, using any non-standard third-party plugins, third-party online portals, submittal to specific search engines at your request, obtaining files by other means that those set out above, or embedded forms or other non-standard web integrations that incur an additional cost to the Company.

Intellectual Property

The Services and any portion thereof are protected by copyright, trademark, trade secret and other proprietary and intellectual property rights and laws. Such laws may be violated by unauthorized access and/or use of the Services. You are solely responsible for ensuring that you comply with any applicable intellectual property laws, including without limitation copyright, trademark, and patent laws. We do not grant any license or other authorization to you under or to any of our trademarks or other copyrightable material or other intellectual property, unless we otherwise expressly agree in writing. Except as expressly provided in these Terms of Use and/or the Membership Agreement, the Services or any portion thereof may not be copied, reproduced, distributed, posted, downloaded, displayed, presented, transmitted, republished, modified, or otherwise exploited or used in any form or by any means without our prior express written consent.

Names, words, logos, designs, graphics, titles, phrases, trademarks and the like displayed on the Website or in the Content may constitute our registered or unregistered trademarks, or that of third parties that have granted us a license to use such marks.

For information about obtaining consent to use any of our intellectual property, please contact us at 1-435-254-4778

You represent, warrant and covenant that any elements of text, graphics, photos, designs, audio, videos, trademarks, artwork, or any other content or material (collectively, the “Customer Material”) furnished to the Company by any means including via email, phone, Internet, or other media, for inclusion in your website and/or other media are exclusively owned by you, or that you have the express right and permission from the rightful owner to use each of these elements, and that Company’s use of the Customer Material in relation to the Services will not infringe upon or impair any third party rights or entitlements. You agree to waive and release all moral rights that may exist in the Customer Materials (or you represent, warrant, covenant and agree that all moral rights that may exist in the Customer Materials have been or will be waived prior to provision of the Customer Material to the Company), and you grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferrable, sub-licensable worldwide right to use, host, reproduce, adapt, publish, perform, display, translate and distribute the Customer Materials in any and all media.

You represent, warrant and covenant that any Customer Material submitted for publication (including any pre-existing Customer Material provided for update and development) is and will be compliant with applicable federal, state, provincial/territorial and local laws, including laws relating to intellectual property, competition, advertising and marketing, and with dental professional codes of practice. You are responsible for the Customer Material you provide to us.

Ownership of Completed Works

Unless otherwise set out in the Membership Agreement or agreed to in writing, copyright to the completed work produced by the Company as a result of the Services shall be vested jointly with you and the Company upon final payment for the Services. This ownership includes design, photos, graphics, research, analysis, dashboarding, website code and layout, work-up files, text, and any creative(s) specifically designed or purchased on behalf of you for creation and management of your marketing. You agree that the Company may use its creative output and research in a variety of ways, including in the Company’s public portfolio of work for self-promotion.

Design Credit and Reviews

Unless otherwise set out in the Membership Agreement, you agree that the Company may insert a byline on the bottom of your website, establishing design and development credit. You also agree that the website, graphics, video, audio, and any other materials provided as part of the Services will be included in the Company’s portfolio, and you will provide a text, audio, or video testimonial or review when requested by the Company.

Third Party Content

We are not responsible for and do not endorse, authorize, approve, certify, maintain, or control the content of any third party goods or services that may be referred to in, used by, or linked to, the Services. We do not make any representation or warranty of any kind, express or implied, regarding any third party goods or services, including, without limitation: (i) any representation or warranty regarding the legality, use, accuracy, currency, reliability, completeness, efficacy, timeliness, applicability, performance, security, or availability of any information or content on or in such third party goods or services; (ii) any representation, warranty or condition regarding the merchantability and fitness for a particular purpose of any third party goods or services; or (iii) any representation or warranty that the operation of such third party goods or services will be uninterrupted or error free, that defects or errors in such third party goods or services will be corrected, or that such third party goods or services will be free from viruses or other harmful components.

We are not responsible or liable for any loss or damage caused as a result of your use of any third party goods or services referred to in, used by, or linked to, the Services, nor are we responsible for the privacy practices of such third parties.

Affiliate Partner Products

DentalMarketing.net (Owned by UpSwell) Partnership for Direct Mail. The terms and conditions for all DentalMarketing.net print products are available at DentalMarketing.net/terms. By signing the Membership Agreement and choosing to purchase any DentalMarketing.net product you are agreeing to the terms and conditions listed on their website.
The terms and conditions for all NexHealth products are available at nexhealth.com/legal/terms-of-sale. By signing the Membership Agreement and choosing to purchase any NexHealth product you are agreeing to the terms and conditions listed on their website.
The terms and conditions for all Swell products are available at https://www.swellcx.com/legal/terms-and-conditions. By signing the Membership Agreement and choosing to purchase any Swell product you are agreeing to the terms and conditions listed on their website.
For any additional affiliate partner products, please see their websites for their applicable terms and conditions.

Confidential Information

You or the Company (each, a “disclosing party”) may from time to time disclose or make available to the other (the “recipient”) information about your or our (as applicable) business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including strategies, visions, information mind maps, training, business operations, strategies or plans, marketing, creative elements, artwork, visual representations, research material or data, specifications, processes, or technological developments, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by the recipient through documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms of Use and/or the Membership Agreement by the recipient; (b) is or becomes available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the recipient before being disclosed by or on behalf of the disclosing party; or (d) was or is independently developed by the recipient without reference to or use, in whole or in part, of any of the disclosing party’s Confidential Information. The recipient shall: (i) protect and safeguard the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care as the recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the disclosing party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Membership Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to the recipient’s officers, employees, agents, consultants, and legal advisors who need to know the Confidential Information to assist the recipient, or act on its behalf, to exercise its rights or perform its obligations under the Membership Agreement; or (B) pursuant to applicable federal, state, provincial/territorial, or local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the recipient shall first make commercially reasonable efforts to provide the disclosing party with: (1) prompt written notice of such requirement so that the disclosing party may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

Feedback

We may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications of the Services and/or advertising and promotional materials relating thereto. You hereby grant to us a perpetual, worldwide, transferable, irrevocable, royalty-free license to use, reproduce, modify, create material enhancements or improvements from, distribute and display the Feedback in any manner and for any purpose.

Conduct

You must comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with the Services.

You agree not to do any of the following:

use the Services for any illegal purpose in violation of any applicable municipal, provincial/territorial, state, federal or international law;
use the Services in a way that could harm, damage, or disrupt the Services or our business;
use the Services in a way that would adversely impact use of the Services by other users;
request, message, submit, upload, request, deliver, provide, or transmit any text, graphics, images, messages, information, content or other material that: (i) infringes, passes off, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of privacy; (ii) violates or constitutes any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is unlawful, abusive, tortious, pornographic, libelous, defamatory, obscene, pornographic, hateful, vulgar, profane, offensive or racially or ethnically objectionable; (iv) promotes discrimination, exploitation, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is disruptive, violent, abusive, or threatening, or promotes violence, harassment, or actions that are threatening to any living thing; (vi) contains any product or service advertisements or endorsements; or (vii) can be construed as political lobbying;
collect, use, disclose, or store personal information about any other individuals without their consent;
upload or otherwise disseminate any computer viruses, malware, or software that may damage the property of another;
reverse engineer, or attempt to reverse engineer or disassemble any Content;
use the Services for any commercial, advertising, or marketing purpose or in any manner not permitted by these Terms of Use and/or the Membership Agreement;
violate the security of the Website or the Content through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
violate any applicable law or regulation or any person’s legal rights; or
encourage or enable any other individual or other person to do any of the foregoing.

We reserve the right to delete or remove any content that may breach these Terms of Use and/or the Membership Agreement, and to remove, suspend, or block any user or Profile that engages in any breach of applicable law, these Terms of Use and/or the Membership Agreement. We reserve the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that the Company has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Website or the Content, to access, review, preserve and disclose any Content, or to remove or disable access to any Content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against the Company, (iii) to enforce and to ensure compliance with these Terms of Use and/or the Membership Agreement, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of the Company, its customers or members of the public, and (vi) for the purpose of providing and improving the Services (including for customer support purposes).

You agree to cooperate with and assist the Company or its representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

Third Party Modifications

You agree that if you (or an agent other than the Company on your behalf) updates or modifies, or attempts to update or modify, any of the Services that were previously rendered by the Company, and damages the design or impairs the ability for the Services to display or function properly, then repairs done by the Company will be assessed at the hourly rate of USD$120, unless otherwise agreed in writing by you and the Company.

Disclaimers

Your use of the Services is at your own risk. The Services are provided “as is”, without warranties or conditions of any kind, whether express or implied. To the fullest extent possible under applicable law, we disclaim all warranties and conditions, whether express or implied, statutory or otherwise, including without limitation implied warranties or conditions of merchantability and fitness for a particular purpose or use and warranties or conditions of title, non-infringement or other non-violations of rights.

We do not warrant or make any other representations regarding the use, accuracy, currency, completeness, timeliness, efficacy, applicability, performance, security, availability or reliability of the Services, the results from use of the Services, or otherwise regarding the Services. For example, even though the Company will make every effort to the best of its knowledge and ability to set up accounts, campaigns, budgeting, and ad designs in order to maximize results and success rate, failure of such Services can occur due to many reasons, such as higher bidding by competitors, shortage of funds, technical reasons, human error, etc.

You have final responsibility for any content you publish in any medium, and for any content on the Accounts. You acknowledge and agree that (i) the Company does not provide dental medical, health, psychological, or any other kind of personal professional services through the Services or the Accounts; (ii) patients should consult with a dental, medical, health, or other competent professional before taking any action or drawing any inferences based upon the information accessed or viewed through the Services or the Accounts; (iii) you are responsible for the legal compliance of any advertisement materials provided as part of the Services, and the Company is not responsible or liable for the compliance or non-compliance of any such content or materials; (iv) any action taken by an individual in response to information obtained from the Services, such as a website or social media posting, is at the individual’s discretion; and (v) nothing provided as part of the Services should be relied upon to replace or overrule a licensed dental or healthcare professional’s judgment or clinical diagnosis.

Limitation of Liability

Under no circumstances shall we (including our affiliates, officers, directors, employees, contractors, agents, and successors) be liable to you or to any third party for any indirect, general, special, consequential, incidental, compensatory (whether expectation or consequential), liquidated, pecuniary, punitive, aggravated, or nominal damages or losses, or any other damages or losses of any kind whatsoever, including without limitation: damages relating to negligence; telecommunication failures; maintenance; internet delays, interruptions, or limitations; errors, defects, mistakes, or omissions or inaccuracies in the Services; loss; corruption; security or theft of data; viruses; spyware; lost revenue or profits; lost or damaged data; or economic loss; regardless of the cause of action, arising directly or indirectly from the Services, including without limitation the access or use of, or the inability to access or use, any or all of the Website or the Content. Notwithstanding anything to the contrary contained herein, our liability to you for any direct damages arising from or related to these Terms of Use and/or the Membership Agreement (for any cause whatsoever and regardless of the form of action) will at all times be limited to the lesser of one hundred U.S. dollars (USD$100.00) and the amount you paid us for the Services. The foregoing limitations shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Indemnity

By accessing and/or using the Services (including the Marketing Services), you agree to indemnify and defend us and our affiliates, and our and their respective officers, directors, employees, contractors, agents, and successors from and against any liabilities, costs, demands, causes of action, damages and expenses (including reasonable legal fees and disbursements) that may arise from your use of the Services (including the Marketing Services), or those that are in any way related to your breach of any of the provisions of these Terms of Use and/or the Membership Agreement.

You agree that, at our option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) the Company may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the Company’s prior written approval (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

Warranties

You represent and warrant to us that:

you have the power and authority to accept and agree to these Terms of Use and the Membership Agreement, as applicable;
you own or control all of the rights necessary to grant the rights and licenses granted herein;
you will not violate any federal, state, provincial/territorial, or local laws, rules or regulations or infringe, pass off, misappropriate or otherwise violate the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with your access to or use of the Services;
the exercise by the Company of the rights granted by you hereunder will not cause the Company to violate any applicable laws, rules or regulations, to infringe, pass off, misappropriate or otherwise violate the rights of any third party; and
all information provided by you will be complete, accurate and up to date when provided, and updated as necessary to ensure that it remains complete, accurate and up to date.

Basis of the Bargain

You acknowledge and agree that the warranty, disclaimers, and limitations of liability set forth above are essential elements of the basis of the bargain between the Company and you, and will survive and apply even if your remedies are found or alleged to have failed of their essential purpose.

Exclusions

Nothing in these Terms of Use and/or the Membership Agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, or exclusion of liability for loss or damage from death or personal injury. Accordingly, only the above limitations in these Terms of Use that are lawful in Canada or the U.S., as applicable, will apply to you, and our liability will be limited to the maximum extent required or permitted by law.

Term and Termination

The term of the Membership Agreement commences on the start date noted in the Membership Agreement and shall continue until terminated in accordance with these Terms of Use. The Company may terminate the Membership Agreement in writing at any time upon 30 days’ written notice. During the first six months of any annual Membership Agreement, you may terminate the Membership Agreement by paying 75% of any remaining balance for the annual Services, which, in essence, pays for the initial platform setup and website launch that were provided up front, as well as other ongoing costs incurred to date. During the last six months of any annual Membership Agreement, you may terminate the Membership Agreement by paying 50% of any remaining balance for the annual Services.

The expiration or termination of the Membership Agreement, for any reason, shall not release you from any obligation or liability to the Company, including any payment obligation that has accrued thereunder as of the date of notice of termination. Following the termination of the Membership Agreement, the Company will invoice you for any outstanding amounts and expenses due and owing under the Membership Agreement, and you shall pay all such amounts and expenses to the Company immediately upon receipt of such invoice.

Auto-Renewal of Agreement

This agreement will automatically renew each year unless terminated in writing by either party 30 days in advance of the contract expiration date. The renewal will include:

A website refresh focusing on AEO/GEO webpage snippets and FAQ updates for AI engine indexing, design review and discussion with your marketing director, and page updates as decided.
New SEO keyword analysis and content design, creation, and deployment
Backlink review and refresh
Reputation and Google reviews analysis and update
Yext online search engine update review and repair
New social media post roadmap with video and post creation
Marketing Director analysis of the prior years results with creation of new roadmap

These new services constitute 70% of the renewal value proposition, and are provided up front.

Data Access

For United States clients, you agree to provide and facilitate the Company’s access to your Practice Management Software (PMS) data. This is accomplished through the installation of software on your server(s). You covenant and agree that you have and will continue to promptly obtain (as applicable) any necessary consents or approvals from any subject of any personal information collected, used, disclosed or otherwise processed by the Company in relation to the Services, in accordance with applicable privacy law.

We will use this data to provide you with data and analysis about the performance of your marketing campaigns, potential marketing opportunities, opportunities to maximize your patient spending, retention and acquisition, your employee training, and for other purposes relevant to the Services where we see an opportunity to maximize our relationship with you.

HIPAA

The Company is committed to transparency and appropriately maintaining patient protected health information (“PHI”). We adhere to the requirements of the HIPAA Privacy Rule and the HIPAA Security Rule, as applicable. The Security Rule governs all information acquired, maintained, or transferred electronically. The Privacy Rule addresses the acquisition, storage, transfer, and retention of Protected Health Information, in both paper and electronic formats.

We comply with business associate obligations related to HIPAA/HITECH, as applicable, which allows us to service our customers with confidence and exceptional service. We follow the policies and practices outlined in HIPAA addendum A below. This addendum includes such areas as training for our staff, technical safeguards in our systems, and physical security for the equipment and systems used to store, access, or acquire PHI.

Notices

Unless otherwise agreed by us in writing, notices and other communications given under these Terms of Use and/or the Membership Agreement shall be in writing and delivered by e-mail as follows:

if to the Company: info@gargle.com
if to you: to the email address set out in the Membership Agreement or in any other communication you send to the Company.

Amendments

The Company reserves the right, in its sole discretion, to modify or discontinue offering the Services, in whole or in part, including any webpage, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the Content at our sole discretion at any time without prior notice to you.

You agree that the Company has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

We may amend these Terms of Use at any time by posting new Terms of Use on the Website and, if applicable, on certain of the Content. The amended Terms of Use shall automatically be effective when posted. We will post notice that the Terms of Use have been amended on the landing page of the Website (and, if applicable, a main page on any related mobile application) for 30 days. The date of the current version of these Terms of Use is stated at the top of the page. You agree to review such Terms of Use on a regular basis.

Severability

If any provision of these Terms of Use and/or the Membership Agreement is held to be unenforceable, in whole or in part, by a court of law with jurisdiction, such holding will not affect the validity of the other provisions of the Terms of Use and/or the Membership Agreement.

No Waiver

At no time do we waive our rights to enforce any terms or conditions as set out in these Terms of Use and/or the Membership Agreement, even if any provision of the Terms of Use and/or the Membership Agreement has been previously breached or unenforced.

Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under these Terms of Use and/or the Membership Agreement, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. The Company may assign, transfer, delegate and/or sublicense our rights and obligations under these Terms of Use and/or the Membership Agreement, in whole or in part, in its sole discretion, without restriction.

Subject to the foregoing, these Terms of Use and/or the Membership Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use and/or the Membership Agreement.

Survival of Terms

Any provisions of these Terms of Use and/or the Membership Agreement that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use and/or the Membership Agreement shall survive such expiration or termination.

Remedies

Except as expressly set forth in these Terms of Use and/or the Membership Agreement, the exercise by either party of any of its remedies under these Terms of Use and/or the Membership Agreement will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

Headings

The headings in these Terms of Use are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

Third-Party Beneficiaries

Except as otherwise expressly set forth herein, these Terms of Use and/or the Membership Agreement do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

Business Associate Agreement (“BAA”)

To view our BAA to be signed by the dental organization at the start of using the Services, please CLICK HERE.

Entire Agreement

The Membership Agreement and the BAA, as applicable, as well as these Terms of Use, including our privacy notice or notices applicable to you, constitute the entire and exclusive understanding and agreement between you and the Company regarding your access to and use of the Services and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and the Company and regarding the subject matter hereof.

California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Services or requests to receive further information regarding use of the Services may be sent to 1-435-254-4778

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.

Governing Law and Disputes

These Terms of Use and/or the Membership Agreement shall be governed by the laws of the State of Utah, without regard to conflict of laws provisions. You agree to endeavour to resolve any dispute, claim or controversy arising out of or relating to these Terms of Use, the Membership Agreement, and/or the Services, by negotiations; however, if a dispute is not resolved by negotiation within 30 days of commencing negotiations, the dispute may be submitted to a court of competent jurisdiction. We each consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Salt Lake City, Salt Lake County, Utah.

Specific Services

Specific terms and conditions of use noted below will apply based on your purchase of specific Services in accordance with the Membership Agreement (if any). Specifically:

Website Registration and Hosting

Domain Registration

At your request, the Company may secure an available domain name on your behalf. All charges incurred above USD$29 in doing so will be billed to you as an Additional Fee. These are registration fees and are not a source of income for the Company. If you already have a domain name, the Company may coordinate redirecting the address to the new hosting server, or transfer your domain to the Company to manage and direct to a dedicated hosting server.

Standard Hosting Services

The Company hosts the website and domain on your behalf at no additional charge to you. You will not receive access to the backend domain name system (DNS) site for security reasons, as the Company hosts its customers’ sites together on groups of servers. The Company may provide you with the ability to order this DNS independently, if so requested.

Email Assistance

The Company will not provide email assistance to you if your World Wide Web site resides on the Company’s server.

Cross-Browser Compatibility

The Membership Agreement contemplates the creation of a website viewable by Microsoft Internet Explorer and Google Chrome. You acknowledge that some advanced requirements on the Internet may require a more recent browser version and website platform. You also acknowledge that as new browser versions of Internet Explorer, Safari, and Chrome are developed, the new browser versions may not be backward compatible.

Website Hosting Issues

You agree and understand that problems arising due to hosting, servers, domain providers, or any technical reason or event of force majeure, including but not limited to (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law, or actions; (f) embargoes or blockades; (g) strikes, labour stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or telecommunications or transportation facilities; and (i) other similar events beyond the Company’s reasonable control; is not the fault of the Company the Company shall not be liable or responsible to you nor be deemed to have defaulted under or breached the Membership Agreement as a result of such event(s).

Website Maintenance

Access and Timelines

You agree and authorize the Company to make changes to the programming, HTML, PHP, CSS, JQuery, coding, database, feeds, server settings, configurations, DNS, MX, SEO keywords, locations, XML, plugins, widgets, applications, podcast and security settings, backup, content and all the other technical and non-technical features necessary to improve the overall exposure and performance of the website. You understand and agree that website maintenance is performed on a periodic basis depending on the size of the website, and the Company may take several business days to complete updates, depending on the request queue.

Backend Client Access

To ensure the security and smooth operation of our clients’ websites, we have clear guidelines regarding access levels for managing content. We recommend that clients allow us to handle all changes and updates, as we are their digital marketing company. If a client still requests access, the following details the access we can provide, and the access we cannot provide:

Access Provided

Contributor Role: Create and edit drafts but cannot publish content. Ideal for submitting ideas or posts for review.
Editor Role: Create, edit, and publish content, suitable for managing updates without affecting the website’s structure.

Access Not Provided

Administrator Access: Admin-level access, which includes the ability to change critical site settings, install plugins, or alter the website design, is not permitted.
Database, DNS, or FTP Access: To maintain security, we do not grant access to the database, domain settings, or FTP. This prevents potential errors, loss of functionality, and security risks.
Theme or Live File Edits: Editing live theme files is restricted to avoid inconsistent functionality or issues caused by updates.

Maintenance Risks

You understand and agree that web maintenance is done on WordPress, an open-source content management system, including third-party plugins, that is saved on a hosting server of the Company. Failure or success of such updates depends on a number of factors, such as server response time, server bandwidth, Internet connection, version compatibility with other plugins, widgets, etc.

Search Engine Optimization (“SEO”)

Keywords

The Company will work with keywords and/or keyword phrases provided by you or found in its keyword research and will use commercially reasonable efforts to bring said keyword and/or keyword phrases to the top of major search engines like Google, Yahoo, and/or Bing. However, you acknowledge that “organic SEO” programs cannot guarantee “specific” keywords and/or keyword phrases in specific search engines.

Search Engine Registration

The Company will optimize your World Wide Web site with appropriate titles, keywords, descriptions, and text and thereafter submit the sitemap for your World Wide Web to free search engines and directories.

Search Engine Optimization

On a monthly basis, the Company will analyze current Google keyword performance, research best available keywords, and execute an optimization strategy that includes rewriting old page content for underperforming keywords, creating new web pages and writing new keyword page content, updating or writing titles, descriptions, tags, internal links, etc., to the extent commercially reasonable. The Company will also order backlinks regularly to assist in the optimization of website keywords. On a monthly basis, the Company may update some outdated or poorly ranking keywords, and/or add some new keyword pages to the website and index them, each month. The Company will also provide notes and/or reports to you each quarter with respect to work done in relation to this SEO-related service.

Google; Yahoo; Bing Local (maps)

Positioning (ranking) cannot be guaranteed in Google Local (maps), Yahoo Local (maps), or Bing Local (maps). Our keyword optimization is confined to your website and keywords.

SEO Risks

The Company does not provide any representation, warranty, or guarantee with respect to search engine ranking. Reaching the first page for any keyword or string depends on the amount of competition in your niche, page popularity, keyword saturation, search engine algorithms, domain age, server response time, and many other factors. Our aim is a competitive ranking. The significant number of competitive sites in the dental industry means that the best chance of increasing keyword ranking and website traffic is to execute a comprehensive, professional optimization campaign over time.

You understand and agree that search engines such as Google, Ask, Bing, and Yahoo, are third party websites that the Company has no control over, and the Services are only confined to optimizing your website with the best possible legitimate methods and keywords. Positioning (ranking) cannot be guaranteed in Google Local (maps), Yahoo Local (maps), or Bing Local (maps), and our keyword optimization is confined to your website and keywords.

Reaching the first page for any keyword or string depends on the amount of competition in your niche, keyword saturation, search engine algorithms, domain age, server response time, and many other technical factors.

Other Advertising

Ad Model

If you purchase the ad package, the Company will manage research, creative, measurement, analysis, and reporting for all paid advertising channels that you may use to find and retain quality patients. You are responsible for deciding all spending levels and timing for each channel that the Company will manage on your behalf. The Company will also manage all legacy Gargle contracts with Customers to manage single advertising channels a la carte (like Google ad words).

Payment

If you purchase Google AdWords and/or Facebook Advertising Services: Pay-Per-Click or PPC is a paid advertisement service where you pay directly to Google LLC., Meta Platforms, Inc. and/or any other relevant entity for any clicks (pay-per-click) from online web visitors received via the ads or campaigns designed by the Company.

You agree to pay in full the set daily/weekly/monthly/yearly budget for the Pay-Per-Click ad campaigns to Google LLC., Meta Platforms, Inc. and/or any other relevant entity. You acknowledge and agree that the Company does not pay these entities on behalf of its customers and the Company will not be liable to you or to any third party for any such payments. The Company is responsible only for setting up your ad campaign account and managing it on a monthly basis (if the monthly service is purchased) but does not act as a payer for any Pay-Per-Click fees, penalty, bidding or budget. If you wish to change or reduce budgets, replace a credit card, or cancel a spend, then you must notify the Company in writing in order for the change to be applied in the Google or Facebook login account.

Creation of Ads

You agree that the Company may work in and control your accounts for Google AdWords, Facebook, and any other agreed upon advertising forums. You agree to provide the Company with keywords related to the targeted niche along with different demographics, geographic locations, and age groups. You also agree to provide any ideas, messages, texts, or pictures as requested by the Company. The Company will then create and deploy ads in accordance with the budgets and targets agreed to in advance.

Success Rate

Even though the Company will make commercially reasonable efforts to set up your accounts, campaigns, budgeting, and ad designs to maximize results and success rate, failure of such advertisements can occur due to many reasons, such as higher bidding by competitors, shortage of funds, technical reasons, human error, etc. The Company will not be liable to you or to any third party in the event of any such failure.

Social Media Content and Posting

Content Creation

You are encouraged to provide the Company with as much unique local content, practice content, and content ideas as possible. The Company will then create content for posting to your social media platform(s).

Content Responsibility

You have final responsibility for content submitted to social media platform(s) and you agree to regularly review all postings created and posted by the Company

Usage License

You grant to the Company the irrevocable, perpetual, transferable, non-exclusive, royalty-free worldwide joint license and right (i) to reproduce, publish, distribute, and display content to and from your social media platform(s), (ii) to create derivative works from such content.

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Contact Us

For more information about these Terms of Use and/or the Membership Agreement or any information or questions regarding the Services, please contact us at 1-435-254-4778