TRBO ADvance

Cutera Patient Accelerator Contract


TRBO CO-BRANDING AND LICENSE AGREEMENT

Date: October 28, 2021

Practice Legal Name:   

Practice Address:   

Authorized Signer:   

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This document serves as the Co-Branding and Licensing Agreement (“Agreement“) between TRBO ADvance LLC. (“Turbo“), with a place of business of 8605 Santa Monica Blvd #58582, Los Angeles, CA 90069 and (herein referred to as “Client“), with a place of business at , and an authorized e-mail inbox of . Both Turbo and Client may be referred herein to as “Party” or “Parties” as context requires.

  • SERVICES
    • Turbo provides access to marketing platforms, social media accounts and other applications, information and content (“Turbo Sites”) regarding health and wellness products and services; and,
    • Client wishes to obtain placement on the Turbo Sites and access to certain information pertaining to Turbo’s end users.
    • Turbo will incorporate Client’s branding and marks (“Client Branding” and “Client Marks” respectively) to create one or more co-branded marketing platform(s), social media account(s) and other application(s), information and content (“Co-Branded Turbo Sites”).
  • CONTENT AND CO-BRANDING:
    • CREATION OF CONTENT. Following the execution of this Agreement, Turbo and Client will work in good faith to develop the content on the Co-Branded Turbo Sites. Content to be included on the Co-Branded Turbo Sites shall be required to comply with Turbo’s generally applicable content and technical guidelines.
    • CO-BRANDED TURBO SITES. Following the execution of this Agreement, Client will supply Client Branding and Client Marks as agreed upon by the parties for inclusion in the Co-Branded Turbo Sites. Following the development thereof, Turbo shall use commercially reasonable efforts to post and maintain the Co-Branded Turbo Sites on the Turbo Web Site in accordance with the Scope of Work (“SOW”), attached as Exhibit A to this Agreement. Turbo may from time to time, in consultation with Client, update and modify the Co-Branded Turbo Sites but may not change Client Branding or Client Marks, or do anything else with them, without Client’s prior written consent.
    • NON-EXCLUSIVE BRANDING. During the Term, Turbo may show the branding and marks of its other clients, or promote the products or services of third parties, on the Turbo Sites and the Co-Branded Turbo Sites.
    • Client hereby grants Turbo and Turbo’s affiliates a non-exclusive, revocable nontransferable, royalty-free, worldwide license to: (a) use, reproduce, publish, perform and display the Client Branding and Client Marks on the Co-Branded Turbo Sites; (b) link to the Client website from the Co-Branded Turbo Sites and/or the Turbo Sites that contain the Co-Branded Turbo Sites and (c) use, reproduce, publish, perform, and display the Client Branding and Client Marks in and on the Co-Branded Turbo Sites.
    • APPROVAL OF TRADEMARK USAGE. Turbo shall not use or exploit in any manner any of the Client Marks or Client Branding, and Client shall not use or exploit in any manner any of the Turbo Marks or Turbo Branding, except in accordance with the SOW.
    • Client's use of Cutera Trademarks and branding is at the sole discretion of Cutera.  Cutera trademarks and assets (logos, images, etc) will be removed at Cutera's request.
  • TURBO USER DATA.
    • TURBO OWNERSHIP OF END USER DATA. Turbo will distribute marketing messages on behalf of Client to Turbo’s end users via electronic mail and other methods of communication as mutually agreed by the parties. Furthermore, Turbo will make available to Client necessary end user data as outlined in the relevant SOW. Client acknowledges that all such end user data that is generated by Turbo is valuable proprietary information of Turbo. Client agrees that its use of such end user data will be limited solely to providing general information to Turbo end users of Client’s health and wellness products and services.
    • CLIENT OWNERSHIP OF PATIENT INFORMATION. If Turbo end users choose to contact Client to schedule an appointment or seek medical treatment, such end users will become the patient or customer, or prospective patient or customer, of Client (collectively, “Client Patients”). Client will own and be responsible for any personally identifiable information, personal information, or personal health information received from such Client Patients. “Personally identifiable information,” “personal information,” or “personal health information” shall have the meanings described in applicable privacy laws, including but not limited to the California Consumer Privacy Act (“CCPA”) and the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”). Notwithstanding the foregoing, Turbo will maintain ownership of end user data that it collects from the Co-Branded Turbo Sites and/or the Turbo Sites separate and apart from Client Patients’ data.
  • OWNERSHIP OF SITES AND CONTENT
    • As between the parties, Client retains all right, title and interest in and to the Client Branding and Client Marks, along with all intellectual property rights associated with any of the foregoing.
    • As between the parties, Turbo retains all right, title and interest in and to the Turbo Sites and Co-Branded Turbo Sites (including, without limitation, any and all website content (other than the Client Branding and Client Marks), URLs, domain names, technology, hardware, software, code, know-how, techniques, algorithms, processes, user interfaces, “look and feel”, Trademarks and any other items posted thereon or used in connection or associated therewith) and the Turbo Marks and other Turbo Branding, along with all Intellectual Property Rights associated with any of the foregoing.
  • PAYMENT
    • In consideration of the provision of the Services by Turbo and the rights granted to Client under this Agreement, Cutera has authorized to pay Turbo for program outlined in Exhibit 1. Payment to Turbo of all such fees shall constitute payment in full for the performance of the Services. Client is only responsible for overages in Sticky Leadz as defined in Exhibit 3.
    • Invoicing Method. Turbo will invoice Cutera for Program Fees.
    • Payment Method. Cutera to pay fees outlined in Exhibit 1.  Overages outlined in Exhibit 3 can be paid via Credit Card.
    • Payment Schedule. All charges are billed in advance. 
    • This contract is subject to Cutera making payment in full for the services included. In the event that full payment is not received in a timely manner, all ads will be paused and services will cease until lack of payment has been resolved. 
  • REPRESENTATIONS AND WARRANTIES
    • Guarantee of Outcome. Any guarantees must be in writing through Cutera and are not outlined in this agreement.  
    • Representations and Warranties. Client represents and warrants to Turbo that:
      • Client has full power and authority to enter into this Agreement;
      • Client owns all text, graphics, photos, videos, designs, trademarks, or other artwork or materials that Client provides for inclusion in the Services to be performed by Turbo under this Agreement (collectively, “Client’s Content”) without needing to obtain any further releases or consents;
      • Client’s Content and other activities in connection with the Service, and Turbo’s exercise of all rights and licenses granted by Client herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Client’s Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
    • TERMINATION
      • Term. This Agreement covers (a) marketing onboarding and ad setup, and (b) the term set forth in your purchase/lease agreement with Cutera.
      • Cessation of Services, Client’s Duty. Client understands and acknowledges that when Turbo’s duties under this Agreement cease there could be adverse business consequences to Client. Turbo bears no duty or responsibility whatsoever to advise or otherwise notify Client regarding adverse consequences following cessation of services, and Client will independently investigate and work during the notice period to identify and remediate any possible adverse business consequences of the termination. Upon cancellation, Client has until the later of (i) the last day of its existing contract, or (ii) one week after all Client Branding and Client Marks are delivered by Turbo, before Turbo removes the Co-Branded Turbo Sites from its servers.
      • Google AdWords. Any Google AdWords campaign configuration done on behalf of the Client is considered intellectual property of Turbo and ownership cannot be transferred to the Client.
      • Asset Release. Upon Cessation of Services on the last day of the contract, Client assets/materials will be released to Client within five (5) business days. Client assets/materials will be withheld if any payments are due including but not restricted to chargebacks, disputes, and associated fees, except where prohibited by law.
    • CONFIDENTIAL INFORMATION
      • From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 9; (b) is or becomes available to the Receiving Party 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 in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party 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 this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
      • If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 9 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
    • DATA PRIVACY AND SECURITY
      • General Restrictions. Client shall not and shall not permit any affiliate, user or other third party to (a) use the Services in a manner that is in violation of any third party rights of privacy or intellectual property rights; (b) publish, post, upload or otherwise transmit data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (c) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services.
      • Representations and Warranties. Client shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with this Agreement, including without limitation those related to privacy, electronic communications and anti-spam legislation. Client represents and warrants that (i) it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this Agreement with respect to the personally identifiable information (“PII”) of third parties; (ii) it has all necessary rights to provide the PII to Turbo for Turbo’s performance of the responsibilities contemplated by this Agreement, including international transfers to Turbo; (iii) it is responsible for ensuring that all necessary privacy notices are provided to end customers or consumers, that any necessary consents for Turbo’s processing are obtained, and for ensuring that a record of such consents is maintained; and (iv) should such a consent be revoked by an end customer or consumer, Client is responsible for communicating the fact of such revocation to Turbo. Client agrees to defend, indemnify, and hold harmless Turbo from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Client’s breach of these representations and warranties, as described in Section 11.3
      • Client agrees that: (i) Turbo is not acting on Client’s behalf as a Business Associate or subcontractor; (ii) the Services may not be used to store, maintain, process or transmit protected health information (“PHI”), (iii) the Services will not be used in any manner that would require Turbo or the Services to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”), and (iv) the Client will maintain any PHI separate from Turbo’s Services and shall not disclose any PHI to Turbo by any means, except with lawful authorization. In the preceding sentence, the terms “Business Associate,” “subcontractor,” “protected health information,” “authorization,” or “PHI” shall have the meanings described in HIPAA.
    • LIABILITY AND INDEMNIFICATION
      • Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TURBO BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.  THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TURBO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
      • Exclusion of Warranty. TURBO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY TURBO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE WEBSITE (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY TURBO IN CONNECTION WITH THE WEBSITE) ARE PROVIDED “AS IS” AND THAT TURBO MAKES NO WARRANTY THAT THE TURBO WEB SITE WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED.
      • Indemnification. Client agrees to defend, indemnify, and hold harmless Turbo from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Client’s breach of this Agreement. Turbo shall provide notice to Client of any such claim, suit or demand. Turbo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, Client agrees to cooperate with any reasonable requests assisting Turbo’s defense of such matter.
    • THIRD PARTY SOFTWARE
      • As part of the Services, Turbo may provide third party software to Client under Turbo’s license with such third party. Client agrees to cease use of such software upon the Termination of the Agreement except with payment defined in Exhibit 3 of Statement of Work .
    • GENERAL
      • Impracticability. Except for the payment of fees by Client, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, war, act of terrorism, fire, judicial or governmental action, labor disputes, act of god or any other causes beyond the control of either party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
      • Assignment. This Agreement may not be assigned without the prior written consent of the Parties. Notwithstanding the foregoing, without consent either Party may assign this Agreement or any of its rights under this Agreement to (a) any subsidiary wholly owned by the assigning Party, or (b) a third party in the event of a combination, acquisition, consolidation, merger, reorganization or sale of all or substantially all of the assigning Party’s assets or voting securities, provided that written notice of such assignment is delivered to the other Party and the assignee assumes all the responsibilities and obligations provided in this Agreement.
      • Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated, and supersedes all prior agreements or contemporaneous oral agreements of the Parties with respect thereto. This Agreement may be amended only in writing signed by the Party against whom such amendment is sought to be enforced. The Parties further agree no testimony as to any oral statement may be introduced into evidence in any proceeding to enforce or interpret this Agreement.
      • No Third Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the Parties, and their successors and assigns. This Agreement is not intended to confer on any person other than the parties hereto, and their successors and assigns, any rights, obligations, remedies or liabilities.
      • No Construction Against Drafter. The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.
      • Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
      • Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
      • Amendments. No amendment, modification, rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment, modification, rescission, termination or discharge of this Agreement, and is signed by each Party.
      • Survival. The rights and obligations of the parties set forth in Sections 9, 10, 11, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
      • Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid), or electronic mail (“email”). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

Notice to Client:  

Email Address:  

Attention:

 

Notice to Turbo: 8605 Santa Monica Blvd #58582, Los Angeles, CA 90069

Email Address: [email protected]

Attention: Partner - Enterprise & Business Development

  • Waiver. Either Party may, by written notice to the other, extend the time for or waive the performance of any of the obligations of such other Party hereunder. The waiver by any Party hereto of a breach of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. No delay, omission, or act by a Party shall be deemed a waiver of such Party’s rights, powers or remedies. No course of dealing between the Parties hereto shall operate as a waiver of any provision hereof.
  • Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles or scanned images shall be treated as originals.
  • Governing Law. Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Jurisdiction and venue for any dispute arising under, or related to, this Agreement shall lie exclusively within the State of California for courts situated in Orange County, California, or in federal court for the Santa Ana division of the Central District of California.

EXHIBIT 1

STATEMENT OF WORK 

Program Financial Details-

Cutera will pay for the term agreed to in your sales/lease contract with Cutera.  Client only responsible for any overages in Sticky Leadz as defined in Exhibit 3.

EXHIBIT 2

LEADS

  1. To ensure the optimal conversion of a lead, it is important that all patient/prospective patient communications are responded to promptly.
  2. Turbo will expect you, the Client, to identify who is responsible for receiving lead communications and by what channel, within our scope and ability, you, the Client, would like to receive any communications from your website and or any other digital lead generation effort deemed to be within the scope of services provided by Turbo.

**A lead is defined as, but not limited to, website form submissions, phone calls, email responses…

**Turbo cannot be held responsible for communication between the lead and the Client and/or Client Staff.

EXHIBIT 3

TECHNOLOGY

 Sticky Leadz –The sticky leadz software is included in your consult accelerator program campaign fees.  All leads are funneled automatically into the software.  The software provides a CRM (Customer Relationship Management) and Sales Pipeline Management tool.  It also has automated follow-up sequences that communicate with the prospect using text messaging, ringless voicemails, and emails.  If you wish to continue using the software after cancellation, the cost is $297/month. 

Additional users are $50/month and includes an additional virtual phone number.

Sticky Leadz also includes a mobile app that works on iPhone and Android devices.

Each month, Sticky Leadz includes 1,000 credits to be used for communications.  These credits do not roll over to the following month.

Every time a text message is sent or received it uses .25 credits. When you send out a ringless voicemail it uses 1 credit. There is no charge for sending emails.

Example: Your plan comes with 1,000 credits per month. Let’s say you just wanted to use our system to send out text messages. With 1,000 credits you would be able to send 4,000 text messages a month. 

Example: Your plan comes with 1,000 credits per month. Let’s say you just wanted to use our system to send out ringless voicemails. With 1,000 credits you would be able to send out 1,000 ringless voicemails per month.   

 

Rollover Credits –

Typically the number of credits included with our plans is sufficient, but in the event you need additional credits you can purchase additional “rollover credits” that can be used as you need them. These “rollover credits” will stay with your account until you’ve depleted them.  These credits are non-refundable.

*Pricing Breakdown For Rollover Credits:
Text Messages: 2.5 cents per message
Ringless Voicemails: 5 cents per message

Webform Leads Integration from Outside Websites:

Turbo can integrate your outside web forms into Sticky Leadz.  Cost is dependent on the form software being used.  Please email [email protected] to get a quote started for this.

SIGNATURE

  1. Please read the contract on the previous pages and the Statement of Work in Exhibits 1-3, to make sure you understand all the details involved with us working together. It’s really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
  2. If you have any questions at all, please let us know. We’re happy to clarify any points and there may be some items that we can sort out together. We’re committed to finding the best way to work together.
  3. Once you feel confident about everything and are ready to move forward, please click the ‘sign here’ button below.
  4. Sign in the box below to make the acceptance official.
  5. Make Your Initial Payment on the next page.
  6. If you’d like to speak to us by phone, don’t hesitate to call 949-558-0605.

 

IN WITNESS WHEREOF, Turbo and Client, intending to be legally bound, have executed and delivered this Agreement effective the later of the two signature dates below.

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Signature Certificate
Document name: Cutera Patient Accelerator Contract
lock iconUnique Document ID: a0ec68bcdfc3c842a40caf135883302302863277
Timestamp Audit
February 10, 2020 11:18 am PDTCutera Patient Accelerator Contract Uploaded by Matthew Arndt - [email protected] IP 98.181.246.25
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