Terms of
service.

Acceptance of these terms

These Terms of Service ("Terms") form a binding agreement between SignalSpa Inc. ("SignalSpa," "we," "us," or "our") and you, the individual or entity engaging us or using our website at signalspa.com (the "Site"). By accessing the Site, requesting a discovery call, submitting any form, executing a Statement of Work, paying any invoice, or otherwise engaging our services, you accept these Terms in full.

If you are entering into these Terms on behalf of a practice, company, or other entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not agree to any part of these Terms, you must not use the Site or engage our services.

These Terms apply alongside any Statement of Work, Master Services Agreement, or signed proposal between us (each, an "Engagement Document"). In the event of conflict, the Engagement Document controls for that engagement only.

Definitions

The following capitalized terms have the meanings set out below:

• "Client" means the entity engaging SignalSpa for Services.
• "Client Content" means any materials, brand assets, photography, copy, customer lists, treatment information, or other data the Client provides to SignalSpa.
• "Deliverables" means the work product specifically identified in an Engagement Document as deliverable to the Client.
• "Services" means the marketing, strategy, creative, advisory, and related professional services SignalSpa provides.
• "Third-Party Platforms" means platforms operated by independent third parties (e.g., Meta, Google, TikTok, payment processors, email service providers, scheduling vendors) used to deliver Services.
• "Pre-Existing IP" means any methodology, framework, template, model, prompt, code, tool, or know-how that SignalSpa owned, developed, or licensed prior to or independent of the engagement.
• "PHI" means Protected Health Information as defined under 45 C.F.R. § 160.103 of the Health Insurance Portability and Accountability Act ("HIPAA").

Description of services

SignalSpa is a marketing agency that provides strategic, creative, performance, lifecycle, and discovery services to aesthetic medical practices and adjacent businesses. The specific scope, schedule, and deliverables of any engagement will be defined in an Engagement Document.

SignalSpa is not a medical professional, healthcare provider, attorney, accountant, or licensed regulatory consultant. Nothing we produce constitutes medical advice, legal advice, tax advice, or regulatory clearance. The Client is solely responsible for the medical, legal, regulatory, and operational correctness of its business.

Changes to scope

Material changes to scope, deliverables, or timeline require a written change order signed (including by email confirmation) by both parties. Work performed outside the original scope at the Client's request is billable at SignalSpa's then-current hourly rate.

Engagement & Statement of Work

Each engagement is initiated by a Statement of Work, proposal, or order form executed (including via electronic signature or email acceptance) by both parties. No engagement, retainer, or commitment is created by the Site, by booking a discovery call, by exchanging emails, or by promotional materials alone.

Where an Engagement Document references promotional pricing (including any "first month complimentary" offer), the terms of that promotion are governed by the Engagement Document and may be subject to eligibility conditions, minimum-term commitments, and termination remedies set out therein.

Fees, expenses & payment

Fees, payment schedule, and billing terms are set out in the applicable Engagement Document. Unless stated otherwise:

• Invoices are payable net fifteen (15) days from the invoice date.
• Retainer fees are billed in advance of the service month and are non-refundable once the service period has begun.
• Media spend (e.g., Meta, Google, TikTok), third-party software, freelancer pass-through costs, stock licensing, and printing are billed at cost or pre-funded by the Client. SignalSpa is not a media buyer of record.
• All fees are exclusive of applicable taxes, which are the Client's responsibility.

Late payment

Unpaid amounts accrue interest at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable costs of collection (including legal fees). SignalSpa may suspend Services, pause campaigns, withhold Deliverables, and remove access to in-progress work for any account more than ten (10) days past due, without further notice and without liability for resulting harm.

Refunds

Except as expressly stated in an Engagement Document or required by law, fees are non-refundable. SignalSpa is a professional-services firm; we sell time, expertise, and deliverables, not outcomes.

Client obligations

The Client agrees to:

• Provide accurate, current, complete information about its practice, services, pricing, providers, and offerings.
• Grant SignalSpa timely access to platforms, ad accounts, analytics, CRMs, websites, domains, and other systems reasonably required to perform the Services.
• Designate a single decision-maker authorized to approve creative, copy, budgets, audience targeting, and publication.
• Review and approve Deliverables, ads, and content within five (5) business days of submission; failure to respond constitutes deemed approval.
• Ensure that all Client Content, claims about services, pricing, before-and-after imagery, testimonials, and provider credentials are truthful, substantiated, and lawful.
• Comply at all times with all applicable laws, including but not limited to medical-practice licensing requirements, advertising regulations of the U.S. Food and Drug Administration ("FDA") and Federal Trade Commission ("FTC"), state corporate-practice-of-medicine and dental rules, scope-of-practice laws, HIPAA, the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, and any applicable state privacy or consumer-protection law.

Intellectual property

Client Content

The Client retains all right, title, and interest in Client Content. The Client grants SignalSpa a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display Client Content solely as necessary to perform the Services.

Deliverables

Upon SignalSpa's receipt of full payment of all amounts due under the applicable Engagement Document, SignalSpa assigns to the Client all right, title, and interest in the final Deliverables identified in that Engagement Document, excluding Pre-Existing IP. Until full payment is received, all Deliverables remain the sole property of SignalSpa and may not be used by the Client.

Pre-Existing IP

SignalSpa retains all right, title, and interest in its Pre-Existing IP, including any improvements, modifications, or derivative works thereof developed in the course of the engagement. To the extent any Deliverable incorporates Pre-Existing IP, SignalSpa grants the Client a worldwide, perpetual, royalty-free, non-exclusive, non-transferable license to use such Pre-Existing IP solely as embedded in the Deliverable, for the Client's internal business purposes.

Portfolio & reference rights

SignalSpa may use the Client's name, logo, non-confidential summary of work, and non-confidential performance highlights for case studies, portfolio, marketing, and reference purposes. The Client may withdraw this consent at any time by written notice to legal@signalspa.com, with the withdrawal taking effect prospectively only.

Feedback

Any suggestions, ideas, or feedback the Client provides regarding the Services may be used by SignalSpa without restriction or compensation.

Third-party platforms

SignalSpa uses Third-Party Platforms to deliver portions of the Services. The Client's use of those platforms is governed by the platforms' own terms and policies. SignalSpa does not control and is not responsible for:

• Account suspensions, ad disapprovals, policy changes, algorithm changes, or feature removals.
• Platform downtime, billing errors, fraudulent clicks, or data losses.
• Changes to API access, attribution models, or measurement methodology.
• Decisions by platforms regarding the medical-aesthetic or healthcare advertising categories, including increased restrictions on before-and-after imagery, weight-loss claims, or treatment-specific copy.

Where SignalSpa is granted access to a Client account, SignalSpa acts as an authorized agent at the Client's direction. The Client remains the platform's customer of record.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the engagement, whether marked confidential or not, that a reasonable person would understand to be confidential, including business plans, financials, customer data, pricing, strategy, methodologies, and unreleased creative.

The Recipient shall (i) use Confidential Information only to perform under these Terms; (ii) protect it with at least the same care it uses for its own confidential information of like importance, but no less than reasonable care; and (iii) not disclose it to any third party except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient lawfully knew before disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by law, court order, or governmental authority, provided the Recipient gives prompt notice (where lawful) so the Discloser may seek a protective order.

Confidentiality obligations survive termination for three (3) years; trade secrets are protected for as long as they remain trade secrets under applicable law.

Regulatory compliance

The Client is solely responsible for compliance with all laws and regulations applicable to its practice and to the marketing of its services, including but not limited to:

• FDA promotional and labeling restrictions for prescription products (including neuromodulators, injectable fillers, weight-loss medications, and laser/energy devices), including the FDA's prohibition on off-label promotion.
• FTC advertising rules requiring truthful, substantiated, and non-deceptive claims, and the FTC Endorsement Guides governing testimonials, reviews, before-and-after imagery, and influencer disclosures.
• State corporate-practice-of-medicine, scope-of-practice, supervision, and ownership laws applicable to medical spas, including any restrictions on lay ownership, the practice of medicine, the practice of nursing, and delegation.
• State medical-board, dental-board, and nursing-board rules on advertising, testimonials, before-and-after imagery, fee-splitting, kickbacks, and patient solicitation.
• State anti-kickback, fee-splitting, and self-referral laws.
• HIPAA and applicable state health-information privacy laws.
• TCPA, CAN-SPAM, and state consumer-protection laws governing email, SMS, and telephone outreach.
• Americans with Disabilities Act ("ADA") accessibility requirements for digital properties.

SignalSpa will perform the Services in a manner consistent with general industry standards for marketing agencies and will flag obvious compliance concerns it identifies. SignalSpa does not warrant that any creative, copy, campaign, or strategy is compliant with any specific law or regulation. The Client is the final compliance authority for everything published, sent, or run on its behalf.

Patient data & HIPAA

SignalSpa is not a Business Associate of the Client under HIPAA and does not enter into a Business Associate Agreement ("BAA") as part of these Terms. The Client agrees not to provide SignalSpa with PHI, including without limitation patient lists tied to specific diagnoses or treatments, medical records, lab results, photographs identifiable as a specific patient absent valid written authorization, or any other PHI.

Where the Client needs to share lists of customers or leads for marketing purposes (e.g., a CRM export for a custom audience), the Client warrants that (i) the list does not constitute PHI, (ii) the inclusion of those individuals in marketing audiences complies with all applicable consents and laws, and (iii) the Client has provided all required notices and obtained all required authorizations under HIPAA, the TCPA, CAN-SPAM, and state law.

If the parties agree in writing to a separate BAA, that BAA will govern the handling of PHI to the extent of any conflict with these Terms.

No performance guarantee

SignalSpa makes no representation, warranty, or guarantee regarding the financial, traffic, lead, consult, booking, revenue, ROAS, CAC, retention, search-ranking, social-engagement, or any other performance outcome of the Services. Past performance, case studies, projections, and benchmarks are illustrative only and are not promises of similar results.

Marketing outcomes depend on numerous factors outside SignalSpa's control, including the Client's product and pricing, market conditions, competitive dynamics, platform decisions, the Client's sales follow-up, and the Client's operational execution.

Warranties & disclaimers

SignalSpa warrants that the Services will be performed in a professional and workmanlike manner consistent with general industry standards for marketing agencies. The Client's exclusive remedy for breach of this warranty is, at SignalSpa's option, re-performance of the deficient Services or a credit equal to the fees paid for those deficient Services, provided the Client gives written notice within thirty (30) days of the deficient performance.

Except for the express warranty above, the site, services, deliverables, and all materials provided by signalspa are provided "as is" and "as available," without warranty of any kind, express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, system integration, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade. signalspa does not warrant that the services or deliverables will be uninterrupted, error-free, or free from harmful components, or that defects will be corrected.

Limitation of liability

To the maximum extent permitted by law, in no event shall signalspa, its officers, directors, employees, contractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or patients, however caused and on any theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, even if signalspa has been advised of the possibility of such damages.

In any event, signalspa's aggregate liability arising out of or relating to these terms, the services, the deliverables, or the site, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the client to signalspa under the applicable engagement document during the twelve (12) months immediately preceding the event giving rise to the claim, or one thousand u.s. dollars (us $1,000), whichever is greater.

The limitations and exclusions in this Section apply even if a remedy fails of its essential purpose, and form an essential basis of the bargain between the parties. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages; in such jurisdictions, the foregoing limitations apply only to the maximum extent permitted by law.

Indemnification

By the Client

The Client shall defend, indemnify, and hold harmless SignalSpa and its officers, directors, employees, contractors, and affiliates from and against any and all third-party claims, actions, demands, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client Content; (ii) the Client's products, services, treatments, or business practices; (iii) the Client's breach of any representation, warranty, or obligation in these Terms; (iv) the Client's violation of any applicable law or regulation, including FDA, FTC, HIPAA, TCPA, CAN-SPAM, and state medical-practice or advertising laws; (v) any injury, illness, or claim arising from medical or aesthetic services provided by the Client or its providers; and (vi) any disputes between the Client and a patient, employee, regulator, or platform.

By SignalSpa

SignalSpa shall defend the Client from any third-party claim alleging that final Deliverables, as originally delivered by SignalSpa and used by the Client in accordance with these Terms, infringe the U.S. copyright or U.S. trademark rights of that third party, and shall pay damages and costs finally awarded against the Client by a court of competent jurisdiction or agreed in settlement by SignalSpa. This obligation does not apply to claims arising from: (a) Client Content; (b) modifications to the Deliverables not made by SignalSpa; (c) use of the Deliverables in combination with other materials not supplied by SignalSpa; or (d) use of the Deliverables after notice to discontinue.

Procedure

The indemnified party shall (i) promptly notify the indemnifying party of the claim; (ii) grant the indemnifying party sole control of the defense and settlement (provided no settlement imposes obligation or admission on the indemnified party without its consent); and (iii) provide reasonable cooperation at the indemnifying party's expense.

Term & termination

The term of each engagement is set out in the applicable Engagement Document. Either party may terminate an engagement for cause upon thirty (30) days' written notice if the other party materially breaches these Terms or the Engagement Document and fails to cure the breach within that notice period.

SignalSpa may suspend Services or terminate the engagement immediately for non-payment, for the Client's violation of law, for risk to platform accounts, or for conduct that materially threatens SignalSpa's reputation or its other client relationships.

Effect of termination

Upon termination: (i) the Client shall pay all fees and reimbursable expenses incurred through the effective date of termination, including pro-rated retainer for the partial month; (ii) each party shall return or destroy the other's Confidential Information; and (iii) Sections 5, 7, 9, 11, 13, 14, 15, 19, 20, 22, 23, and 24 survive termination.

Independent contractor

SignalSpa is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between the parties. Neither party has authority to bind the other. SignalSpa controls the manner and means by which it performs the Services, including the right to engage subcontractors, freelancers, and third-party tools (including artificial-intelligence systems) in its discretion, subject to its confidentiality obligations.

Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor action, epidemic, pandemic, governmental order, internet or platform outage, cyberattack, or failure of a Third-Party Platform. The affected party shall use reasonable efforts to resume performance as soon as practicable.

Governing law & venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to the arbitration provision below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any action not subject to arbitration, and waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Binding arbitration & class-action waiver

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, the Site, or the relationship between the parties, including the existence, validity, interpretation, performance, breach, or termination thereof (a "Dispute"), shall be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, by a single arbitrator. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

The parties expressly waive any right to a trial by jury and any right to participate in a class, collective, consolidated, or representative action. all disputes must be brought in an individual capacity only and not as a plaintiff or class member in any purported class or representative proceeding.

Exceptions

Either party may bring an action in a court of competent jurisdiction solely for (i) injunctive or equitable relief to protect its intellectual property or Confidential Information; and (ii) the collection of undisputed fees.

Opt-out

You may opt out of this arbitration provision by sending written notice to legal@signalspa.com within thirty (30) days of first accepting these Terms, stating your name and a clear intent to opt out. Opting out has no other effect on the Terms.

Modifications

SignalSpa may update these Terms from time to time. The "Effective" date at the top of this document reflects the latest revision. Material changes will take effect thirty (30) days after they are posted to the Site or, where we have your email on file, after they are sent to you. Your continued use of the Site or the Services after the effective date constitutes acceptance of the revised Terms.

Any active Engagement Document is governed by the version of these Terms in force when that Engagement Document was executed, unless the parties agree in writing to apply a later version.

Notices

Notices to SignalSpa must be sent to legal@signalspa.com with a copy to info@signalspa.com. Notices to the Client are deemed received when sent to the most recent email address on file for the Client's designated decision-maker. Operational communications may be sent through normal channels.

General provisions

Entire agreement

These Terms, together with any applicable Engagement Document and any document incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, proposals, and communications.

Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

No waiver

A party's failure to enforce any right or provision is not a waiver. Any waiver must be in writing and signed to be effective.

Assignment

The Client may not assign or transfer these Terms or any Engagement Document, by operation of law or otherwise, without SignalSpa's prior written consent. SignalSpa may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law. Any unauthorized assignment is void.

No third-party beneficiaries

These Terms do not create any rights enforceable by any person not a party to them.

Headings

Section headings are for convenience only and do not affect interpretation.

Construction

The parties have had the opportunity to consult counsel; these Terms shall not be construed against the drafter.

Electronic signatures

The parties consent to the use of electronic signatures and electronic records, which shall have the same legal effect as wet-ink signatures and paper records.

How to contact us

SignalSpa Inc.
Attn: Legal
legal@signalspa.com
info@signalspa.com

A mailing address is available upon written request.