Terms of Service

0. Parties & Definitions

“Microsite Health” – The Executive Whisper, LLC d/b/a Microsite Health and CRTX.
“Client / You / Your / Practice” – The entity identified on the Order Form.
“Services” – The CRTX platform, AI Agents, Command Center, Digital Media management, and any add-ons selected in an Order Form.
“Order Form” – The mutually-executed document that lists selected Services, pricing, and Go-Live date. It is incorporated by reference.

1. Scope of Services

1.1 Core Subscription – CRTX Agents & Command Center

Microsite Health will:

Deploy always-on AI Agents that answer phone, SMS, chat, & web forms and nurture each lead 24 / 7
Provide a HIPAA-secure Command Center showing every conversation, booking status, and VIP escalation.
Include up to 1,000 new leads + 1,000 phone minutes per month; excess usage is auto-billed in 1,000-unit blocks.

1.2 Digital Media Add-On (optional)

If elected, Microsite Health’s AI + human assistance will build, launch, and optimize Google & Meta ad campaigns, allocating spend toward ads that produce booked appointments and delivering closed-loop ROI dashboards

1.3 Integrations

CRTX integrates with modern PMS/EHR systems, GoHighLevel, and common calendars through secure APIs

1.4 Restrictions

Client shall not (a) rent, resell, or sublicense the Services; (b) reverse-engineer or attempt to derive source code; (c) remove proprietary notices; or (d) use the Services in violation of law or HIPAA.

2. Term & Termination

Term. This Agreement commences on the day when the first payment is made during sign-up and remains in effect on a month-to-month basis.
Termination. Either party may terminate for any reason with thirty (30) days’ prior written notice. Services and fees remain in force during the notice period.
Effect of Termination. Client may export lead data up to the termination date. All CRTX software, know-how, and proprietary models remain the sole property of Microsite Health.

3. Pricing & Payment

Core Subscription Fee: $795 per month.
Includes up to 1,000 new leads and 1,000 phone-minutes each month, the CRTX Command Center, platform updates, and standard support.
Additional Usage: If you exceed the monthly allowance, extra blocks of 1,000 leads + 1,000 minutes are automatically billed at $500 per block.
Digital Media Management Fee (optional): $1,700 per month when you elect the Digital Media Add-On.
Covers strategy, creative, campaign build-out, optimization, and ROI reporting for Google Ads and Meta Ads.
Media Spend: Microsite Health will pre-bill your advertising budget in increments of $3,000 or less (depending on the budget you approve each month) and remit those funds directly to Google and Meta. This is a pure pass-through; no commission, markup, or rebate is retained by Microsite Health.
Billing Cycle: All recurring fees and pre-billed media amounts are charged to the payment method on file on the monthly anniversary of the Effective Date (or, for media, at the time each pre-bill increment is required to continue advertising).
Late Payments: If a payment cannot be processed within ten (10) days of the due date, Microsite Health may suspend Services until the outstanding balance is settled.

4. HIPAA & Privacy

The parties shall comply with HIPAA, HITECH, and applicable privacy laws.
The Business Associate Agreement (BAA) at HIPAA Business Associate Agreement ("BAA") is incorporated herein by reference and governs all PHI handled by CRTX.
CRTX data are encrypted in transit and at rest; a full BAA is available for Client signature.

5. Intellectual Property

Microsite Health retains all right, title, and interest in the CRTX platform, Agents, models, prompts, creative, and campaign logic.
Client owns its first-party data (lead lists, call recordings, ad accounts).
Client grants Microsite Health a non-exclusive license to use Client trademarks and content strictly for delivering the Services.

6. Confidentiality

Each party agrees to keep all non-public business, technical, and financial information of the other party confidential and to use it only to perform or receive the Services.

7. Indemnification

Client will indemnify and hold Microsite Health harmless against claims arising from Client-supplied content or unlawful use of the Services.
Microsite Health will indemnify Client against claims that the Services, as provided, infringe a third-party intellectual-property right or violate privacy laws.

8. Limitation of Liability

Except for (i) a breach of confidentiality, (ii) indemnification obligations, or (iii) gross negligence or willful misconduct, each party’s aggregate liability shall not exceed the fees paid by Client in the twelve (12) months preceding the claim. Neither party is liable for indirect or consequential damages.

9. Dispute Resolution

Any dispute that cannot be resolved informally will be submitted to binding arbitration before the American Arbitration Association in Pinellas County, Florida. Either party may seek injunctive relief in court to protect confidential information or intellectual property.

10. Non-Solicitation

During the term and for two (2) years thereafter, Client will not hire or solicit any employee of Microsite Health who directly supported the Services.

11. Miscellaneous

This Agreement, the BAA, and the Order Form constitute the entire agreement and supersede all prior proposals or agreements.
Amendments must be in writing and signed by both parties.
Neither party is liable for delays caused by force-majeure events.
Notices under this Agreement shall be sent to [email protected] (Microsite Health) and to the address/email on the Order Form (Client).

Acceptance

By executing the Order Form or using the Services, Client acknowledges that it has read, understands, and agrees to these Terms of Service.

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