This document describes the terms and conditions that govern your use of certain Counseling Wise LLC’s products or services.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY COUNSELING WISE PRODUCTS OR SERVICES, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS.
Terms and Conditions
1. Scope: The Counseling Wise LLC Terms of Service applies to all work for which Client engages Counseling Wise, regardless of the manner in which the engagement is initiated, e.g., via a Quote, a request, or via Counseling Wise’s website.
2. Services, Payment and Expenses: Counseling Wise will perform the Services (“Services”) Client requests in consideration for Client’s payment of applicable fees. No refunds will be given for work agreed to and performed.
Client will make payment to Counseling Wise within thirty (30) days from receipt of Counseling Wise’s invoice or according to other agreed to payment arrangements.
Late payments may incur a service charge of 1.5% per month. Client agrees to pay all reasonable collection costs incurred by Counseling Wise in recovering unpaid amounts.
If Counseling Wise invests time in onboarding a Client project, and Client then cancels after this work has been completed, Client agrees to pay Counseling Wise 5% of the project fees or $100.00, whichever is more.
If Client enrolls in the Monthly Practice Partner Program, Counseling Wise will perform those services, as agreed to, for six months and then will continue monthly until Client cancels.
If Client orders High Competition Search Engine Optimization (HCSEO) for a six-month term, Counseling Wise will perform those services for six months and then will continue monthly until Client cancels.
If Client orders Google Ads Monthly Management, Counseling Wise will perform those services for a minimum of three months and then monthly until Client cancels.
If Client orders Practice Wellness Monitoring, Counseling Wise will perform those services for a minimum of six months and then monthly until Client cancels.
If Client orders blogging services, Counseling Wise will perform those services monthly until Client cancels. Counseling Wise will deliver blog posts in the month following payment, as it takes time to process the specific order and write the blog posts.
If Client orders Google Business Profile Posting services, Counseling Wise will perform those services monthly until Client cancels.
3. Termination: The Counseling Wise LLC Terms of Service apply to all work and services provided by Counseling Wise. Counseling Wise may terminate its Services (a) immediately in the event Client fails to pay any fees due hereunder; or (b) if Client fails to cooperate with Counseling Wise or hinders Counseling Wise’s ability to perform Services hereunder.
4. Relationship between Counseling Wise and Client: Counseling Wise will perform Services on behalf of Client in the capacity of independent contractor, and not as an employee, partner, agent, or joint venture partner.
5. Client Responsibilities: For the purposes of assisting Counseling Wise in providing Services, Client agrees (a) to provide Counseling Wise access to its web site(s), if necessary, for uploading new pages and making changes for the purpose of search engine optimization (“SEO”) or approval to go through a third party to make necessary changes to the website(s); (b) to authorize Counseling Wise to use all of Client’s logos, trademarks, website images and content for use in creating informational pages and any uses as deemed advisable by Counseling Wise for the purpose of search engine optimization; and (c) to provide Counseling Wise additional relevant content in electronic form, for example, articles, blog entries, or photos for the purpose of creating additional web pages or content in the event that Counseling Wise so recommends.
Client agrees to give Counseling Wise access to Client’s Google Analytics and Google Search Console accounts. If Client orders Google Ads work, Client agrees to give Counseling Wise access to Client’s Google Ads account. If Client orders Google Business Profile optimization work, Client agrees to give Counseling Wise access to Client’s Google Business Profile account.
Client agrees that Client is the owner of or has written permission to change any asset that it is hiring Counseling Wise to work with. This includes, but is not limited to, Client’s website, hosting, domain, Google Business Profile, and Google Ads Account.
Counseling Wise may or may not be contracted to optimize Client’s Google Business Profile. But Client acknowledges that having a verified Google Business Profile is required to rank with Google’s local algorithm. Client acknowledges and agrees that it is Client’s responsibility to both create (if it doesn’t yet exist) and verify their Google Business Profile, as Counseling Wise cannot accomplish these tasks for Client. Client is responsible for any Google Business Profile video verification issues. Client acknowledges and agrees that changes that Client, or any entity other than Counseling Wise, makes to Client’s Google Business Profile that negatively impact Client’s business are not the responsibility of Counseling Wise.
Counseling Wise may or may not be contracted to build campaigns in Client’s Google Ads account. Client acknowledges that it is Client’s responsibility to pay Google directly for Google traffic resulting from the campaign(s) and not the responsibility of Counseling Wise. Client acknowledges and agrees that changes that Client, or any entity other than Counseling Wise, makes to Client’s Google Ads campaign that negatively impact the Google Ads performance are not the responsibility of Counseling Wise.
Client acknowledges and agrees that Counseling Wise will not be held responsible for the following potential events beyond the control of Counseling Wise, including but not limited to: Client or Client’s assignee deleting pages from its website or making other changes to the website not authorized by Counseling Wise; contact forms that stop working due to Client’s ISP rejecting contact forms from its website. (Client agrees that it will test its contact forms at least once a month to ensure they are working.)
For all written content, Client is requested to approve work in the process of the project. Client’s approval of written specialty and modality pages is assumed after two rounds of edits with the writer. No more work is owed. Client’s approval of written blog posts is assumed one week after blogs are delivered. No more work is owed. Client has the right to edit any writing to its satisfaction, but should do so knowing that its SEO strength may be degraded if Client removes SEO elements that are intentionally placed in the written content.
6. Artificial Intelligence (“AI”): Counseling Wise does not use AI for specialty or modality page writing. Client acknowledges that AI detection tools are not a reliable or accurate method for identifying AI-generated content. Counseling Wise shall not be held liable for any original work that is flagged or identified as AI-generated by an automated detection system. Counseling Wise may use AI writing assistance in the process of blog creation, but Counseling Wise uses it to help structure well-researched ideas from high-quality sources and not for idea generation.
7. Assignment: In the event that Client is involved in a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction or change of control or ownership of Client, Client’s rights shall be assigned or transferred to its successor in interest and Client’s obligations shall be binding upon Client’s successors.
8. Intellectual Property:
(a) Ownership of Work Product: All content, including works of authorship, created by or with the assistance of Counseling Wise pursuant to this Agreement (“Work Product”), shall be and remain the property of Client alone or those third parties designated by Client, and shall be deemed to be works made-for-hire under U.S. Copyright law or otherwise be deemed to be the intellectual property of Client. To the extent that any items may not, by operation of law, be works made-for-hire, Counseling Wise hereby assigns to Client the ownership of all rights, titles and interests in such items, including, but not limited to copyrights, and Client shall have the right to obtain and hold in its own name copyright or other protection that may be available or become available. Counseling Wise agrees to give Client, its designees, or assignees all assistance required to perfect such rights, titles, and interests.
(b) Counseling Wise Intellectual Property: To the extent that Counseling Wise, its subsidiaries, affiliates, employees or agents, utilize any of its or their own intellectual property, including software programs, templates, tools, techniques, trade secrets and/or other technology created or developed by Counseling Wise prior to or during the term of this agreement, in the performance of Services hereunder, such property shall remain the property of Counseling Wise and Client shall acquire no right or interest in such property. Notwithstanding the foregoing, Counseling Wise grants Client a perpetual, royalty-free license to use such property as embedded in the Work Product alone, to the extent such property is embedded in or integral to the Work Product.
(c) Parties’ Rights to Work Product: Counseling Wise acknowledges and agrees that Client has the complete and unfettered right hereunder to make any and all changes in, deletions from, or additions to, any Work Product that Client in its discretion may deem appropriate from time to time. To the extent that Counseling Wise may be deemed under applicable law to retain any “moral” or similar rights in any Work Product, Counseling Wise hereby agrees not to exercise, for itself or on behalf of any of its successors and assigns, or any third party(ies), any such rights, and further agrees not to institute, support, maintain or permit, directly or indirectly, for itself or on behalf of any of its successors and assigns, or any third party(ies), any litigation or other proceedings, or otherwise assert any claim, on the ground that Client’s exercise of its rights in or to any of the Work Product in any way constitutes an infringement or other violation of any such rights, or contains or results in unauthorized modifications or translations of any of the Work Product. Client acknowledges that Counseling Wise will necessarily retain some residual knowledge (i.e. ideas, “know-how”, techniques and concepts used or developed by Counseling Wise in the course of performance of the Services hereunder) and agrees that Counseling Wise may use such residual knowledge that is clearly generic and re-usable in nature and not custom or specific work for Client to the extent that such use does not violate Counseling Wise’s confidentiality obligations hereunder or infringe the intellectual property rights of Client.
(d) Trademarks: Counseling Wise agrees that rights to any trademarks created while performing Services under this Agreement will belong to Client. Any domain names registered in connection with this Agreement will belong to Client and will be registered in Client’s name.
9. Confidential Information: The parties hereto agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or confidential information shall include, but shall not be limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or confidential information shall not include information that (a) is or becomes generally known to the public by means other than a breach of the obligations of the receiving party hereunder; (b) was previously known to the receiving party or rightfully received by the receiving party by a third party; (c) is independently developed by the receiving party; or (d) is subject to disclosure under court order or other legal process. The parties agree that they will not make each other’s proprietary or confidential information available in any form to any third party or use each other’s proprietary or confidential information for any purpose other than as necessary to perform under this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of wrongful use or disclosure of proprietary or confidential information, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Counseling Wise and Client acknowledge and agree that their obligations under this section shall continue for three (3) years after termination or expiration.
10. HIPAA and Protected Health Information: Counseling Wise does not provide healthcare services and is not a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (HIPAA). Client agrees not to transmit Protected Health Information (PHI) to Counseling Wise through email, project management tools, website forms, or any other means of communication unless the parties hereto execute a separate agreement. Client acknowledges that it is solely responsible for ensuring its own compliance with HIPAA and any other applicable privacy laws.
11. Limited Warranty and Disclaimers: Counseling Wise warrants that all Work Products will be free in all material respects from defects in materials, design, and workmanship, and will comply with the specifications agreed to by the parties. Counseling Wise further warrants that the Work Product will not violate or infringe any intellectual property right of any third party throughout the world. Counseling Wise warrants that the Services will be performed consistent with the standard of skill and care exercised by qualified and experienced providers of similar Services. This warranty is the sole and exclusive warranty provided, and all other warranties, express or implied, are hereby disclaimed.
Counseling Wise will implement the SEO and/or Ads strategy that has worked for thousands of our therapy clients over the last several years. Client understands and agrees that Counseling Wise has no control over Google’s policies with respect to the type of website or content that it accepts now or in the future. Client’s website(s) may be excluded from any Google search, or its ranking may be affected by a change in Google’s policies or algorithms, at any time, at the sole discretion and control of Google. Client’s website(s) may also be excluded from any Google search, or its ranking may be affected due to a high level of competition for Client’s specialties in Client’s market. AI may possibly impact visibility. Client understands that Counseling Wise cannot control these outside factors. Client understands that Counseling Wise does not guarantee specific rankings, traffic levels, lead volume, or revenue outcomes from SEO, advertising, or marketing services.
12. Indemnification: Client shall indemnify and hold harmless Counseling Wise and its subsidiaries, affiliates, offices, employees, and agents from any and all claims, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees and related costs and expenses, incurred by Counseling Wise as a result of any claim, judgment or arbitration award against Counseling Wise related to or arising from: (a) any use of content, information or material, or the like, provided by Client to Counseling Wise (“Client Content”); or (b) any claim that Counseling Wise’s use of Client Content infringes a third party’s intellectual property rights.
13. Publicity: Client and Counseling Wise agree not to publicize or disclose the existence or terms of the Counseling Wise LLC Terms of Service to any third party without the prior written consent of the other, except as may be required by law. In particular, no press releases will be made without the mutual written consent of both Client and Counseling Wise.
14. Force Majeure: Neither Counseling Wise nor Client shall be liable for, or considered in breach of this Agreement for, any delay or failure to perform its obligations under this Agreement due to any causes or conditions that are beyond its reasonable control. If any force majeure event occurs, the affected party will give prompt notice to the other party and will use commercially reasonable efforts to minimize the impact of the force majeure event.
15. Dispute Resolution: Should any dispute arise out of these Terms of Service or the Services provided, the parties agree to attempt to resolve any and all disputes through good faith negotiations. If the parties are unsuccessful in resolving a dispute, either party may request mediation, and the parties will participate in mediation with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties.
16. Governing Law and Jurisdiction: The Counseling Wise LLC Terms of Service shall be governed in all respects by the laws of the State of Colorado, without reference to any conflict of laws provisions. Any action arising from the Counseling Wise LLC Terms of Service or Services provided hereunder must be brought, exclusively in the state court located in Boulder, Colorado, and the Client agrees to submit to the exclusive jurisdiction of the Colorado state court and exclusive venue in Boulder, Colorado.
17. Entire Agreement; Changes Must be in Writing: The Counseling Wise LLC Terms of Service apply to all Services provided to Client by Counseling Wise. It supersedes all prior proposals and agreements. Any deviation from the terms and conditions herein must be signed by both Client and Counseling Wise or by email communication agreed to by both Client and Counseling Wise.
18. Waiver: No waiver by either Client or Counseling Wise of any breach or default shall be deemed a waiver of any prior or subsequent default or breach of the same or other provisions of the Counseling Wise LLC Terms of Service.
19. Limitation of Liability: In no event will Counseling Wise be liable for special, indirect, incidental, or consequential damages to the full extent such may be disclaimed by law, even if Counseling Wise has been advised of the possibility of such damages. In no event will Counseling Wise be liable for any amounts in excess of fees paid by Client in the previous six months pursuant to these Terms of Service. In no event will Counseling Wise reimburse Client for click costs paid to Google for Client’s Google Ads account.