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Protected by the copyright laws of the United States & Canada and by international treaties. T S LLEGAL AND STRCTLY PROHBTED TO
DSTRBUTE, PUBLSH, OFFER FOR SALE, LCENSE OR SUBLCENSE, GVE OR DSCLOSE TO ANY OTHER PARTY, THS PRODUCT N HARD COPY OR DGTAL FORM. ALL OFFENDERS
WLL BE SUED N A COURT OF LAW.


SERVICE AGREEMENT



This Agreement (the "Agreement) is made the ________ day of ________________________, BETWEEN __________________________________________________________


_____________________________________ (the "CIient") whose registered office is at _____________________________________________________________________________


_____________________________________________________________________________and SIVA SOLUTIONS INC., CARRYING ON A BUSINESS AS AMERICAN DENTAL SOFTWARE (the
"Service Provider"), a company organized and existing under the laws of the California, with its head office located at: 3179 Hamner Ave., Ste. 2 Norco, CA 92860

Check services to be provided by Service Provider to the CIient.

Description

Price/ MonthIy



Amount (USD)

Website

2750.00 / 75.00






Patient Education Animation - Desktop Edition

750.00 / 10.00





Patient Education Animation - Website Edition

500.00 / 10.00





Secure Forms (128 bit encryption)

250.00 / 5.00





MobiIe Website

250.00 / 10.00





Reception Area Video Entertainment (RAVE)

1750.00 / 25.00






CIick to CaII

250.00 / 50.00


Reputation Protection

1750.00 / 75.00






Patient Communicator

450.00 / 300.00


Review System

450.00 / 75.00


SUB TOTAL (USD)

9150.00 / 635.00


Search Engine Optimization No of Keywords:____ No of Cities: ____

Keywords:


Cities:


















LocaI Maps and Directory Submission

500.00/ 100.00


SociaI Media Marketing (e.g., Facebook, Twitter, You Tube, BIog)

300.00/ 100.00





GRAND TOTAL (USD)

Notes:









What the CIient wiII pay

The Client agrees to pay the Service Provider a Non-Refundable Set up Fee in the amount of USD_________________


The Client shall pay a Maintenance Fee in the amount of USD_______________ per month.


The Client agrees to all the Terms and Conditions set forth in this agreement.

CLIENT SERVICE PROVIDER


Authorized Signature Authorized Signature



Print Name and Title Print Name and Title


Credit Card Authorization
authorize the Consultant to keep my signature on file and charge my credit card account for the agreed upon amount of this Agreement.

understand that this authorization is valid for two (2) years from the Acceptance date. agree to contact the Consultant if there are any changes to my credit card account information.

Cardholder Name: ____________________________________________________________________________
Address: ___________________________________________________________________________________
City: _____________________ State: ______________ Zip: _____________
Account Number: _____________________________________________________ Expiration Date: ________________ Code: ____________

CardhoIder Signature: __________________________________ Date: ________________

N WTNESS WHEREOF, the parties have executed this agreement on the date indicated above.


CLIENT NAME SERVICE PROVIDER

By: ________________________________ By: ____________________________
Name: Name:

Title:
















16th October James M. Schemke DDS/
North Bay OMS 1700 Pennsylvania Ave, Ste A
Fairfield, CA 94533
500.00/15.00
Mobile website included at no extra charge
Basic Social Media set up at no extra charge
$500.00
$90.00
JulieAnn Anders, Office Manager
!
!
James M. Schemke
1700 Pennsylvania Ave, Ste A
Fairfield CA 94533
Fairfield CA 94533
Terms and Conditions

NTRODUCTON
1. The Client accepts these standard terms and conditions:
a. by completing the Master Contract in order to enlist the services of
American Dental Software, a Siva Solutions nc. company (hereinafter "ADS).
2. Upon acceptance of these standard terms and conditions, a binding
Agreement between the Client and ADS is created (the "Agreement") which
shall remain binding for the duration of the contract.
3. ADS cannot and will not be held liable for incorrect information
supplied by the Client in respect to Client's requirements.
SERVCES
a. ADS supplies, amongst other services, Search Engine Optimization
Services ("SEO).
CLENT NFORMATON
1. The Client undertakes to supply ADS with information as ADS may
request from time to time which will be referred to as the "Client nformation.
2. The "Client nformation will be obtained at the point of completing the
"Master Contract.
OBLGATONS OF PARTES
1. The Client may terminate this Master Agreement within three (3) days
of execution. Thereafter, Client cannot terminate this Master Agreement for
twHOYH (12) months from the date of execution. This Master Contract will
automatically renew for additional twelve (12) month periods unless Client
provides ADS with no less than sixty (60) days' written notice of Client's intent to
cancel the Master Agreement.
2. The Client shall pay ADS all fees set forth in the Master Contract for
the entire contract period.
3. The Client hereby agrees to place the ADS name and ADS website
URL links at the bottom of Client's website's home page for the duration of the
Master Contract term as it may be extended from time to time, stating "SEO
done by ADS (hyperlinked).
4. For Clients who sign up for SEO service:
a. ADS will undertake to optimize the Client's website to the best of ADS'
ability in accordance with general optimization criteria as is utilized by the
industry from time to time.
b. ADS will undertake to submit to the Client various monthly reports as
are identified in the Master Contract.
c. ADS guarantees that if the Client has contracted for First Page
Guaranteed Results, and provided ADS with a minimum of three (3) dental
Keywords, Client's information will appear on the first page of Google within
ninety (90) days of the commencement of SEO services by ADS. n the event
that Client's information does not appear on the first page of Google within said
ninety (90) day period, ADS will abate Client's next regularly scheduled monthly
fee for search engine optimization ("SEO).
d. The Client agrees to:
(i) mplement requested, necessary changes to their website, for their
own account, within the required timeframe; and,
(ii) Divulge any and all information requested and required by ADS in
relation to the SEO services within the required timeframe.
e. The Client shall, when requested by ADS, provide ADS with
administrator access rights to the Client's website in order to optimize the
website using various search engine optimization tools and techniques.
FEES
1. The Client agrees to pay the 1st Monthly Payment, without set-off or
deduction either via electronic funds transfer ("EFT), check, credit card or cash
by the assigned payment date (hereinafter the "Assigned Date) which,
depending upon the date this Master Contract is executed, which Assigned Date
will be either the 3
th
or 14th of the month preceding the month in which ADS
service commence.
2. 1st Month Payments are due and payable by the Assigned Date
during the Month preceding the Month in which the ADS services commence.
3. The Client agrees to pay monthly in advance on or before the
Assigned Date of each month via pre-set debit order, without set-off or
deduction, the remainder of the contract payments for the duration of the
contract.
4. Failed debit orders will incur a fee of $25.00 per failed debit.
5. Should ADS agree to the Client paying set monthly contract fees via
EFT for the duration of the contract, said payments are required to be completed
by no later than the 29th of the month preceding the month in which ADS is to
provide service.
6. The monthly set contract fee is set forth in the Master Contract.
7. Should the Client wish to pay the entire contract amount upon
execution of the Master Contract, the Client is entitled to two (2) months of
additional service at no charge.
8. Entire contract value payments must be paid via check, credit card or
EFT into ADS's bank account by no later than the 29
th
of the month preceding
the month in which ADS services are to commence.
9. Non-payment of any required fee will entitle ADS to immediately
terminate ADS services, until such time as all amounts due to ADS have been
paid in full.
10. ADS may terminate the Agreement at any time without further notice if
the Client has failed to pay any fee within forty-five (45) days of dispatch of
notice, by written notice, telephone call or email, from ADS requesting the Client
to do so. Should ADS terminate the Agreement as a result of Client's failure to
pay; the remaining outstanding amount of all payments remaining due under the
Agreement will become immediately due and payable.
11. nterest will be charged on overdue account balances, from the date
due, at the rate of ten percent (10%) per annum or the maximum rate allowed
under law, whichever is less.
12. Should the Client fail to pay the monthly fee within forty-five (45) days
of dispatch of a written notice from ADS, the Client will be obligated to ADS for
any collection expenses ADS may incur arising out of the breach by the Client,
including the remaining full contract amounts due from the Client to ADS.
DURATON AND TERMNATON
1. The term of this Agreement between ADS and the Client shall
continue as set forth in the Master Contract.
2. Notwithstanding the foregoing:
a. The Client may terminate the Agreement upon fifteen (15) days
written notice, without any penalty, if ADS makes a material amendment to
these standard terms and conditions that is to the detriment of the Client.
b. t is expressly agreed by the Client, however, that increases in the
fees of an amount of less than twenty percent (20%) per annum shall not be
deemed to be to the detriment of the Client. ncreases, however, will never
occur during the first twelve (12) month period of this Agreement.
BREACH
1. f the Client breaches, in any way, any provision of this Agreement
and remains in breach for a period of fifteen (15) days after receipt of a notice
from ADS, ADS shall be entitled, without prejudice, to any other rights it may
have in law, to cancel this Agreement.
2. f ADS breaches in any material way any material provision of this
Agreement, and remains in breach for a period of fifteen (15) days after receipt
of a notice from the Client calling upon it to rectify the breach, the Client shall be
entitled, without prejudice, to any other rights it may have in law, to cancel this
Agreement.
3. Should the Client be in breach of this Agreement and remains in
breach for a period of fifteen (15) days after dispatch, by ADS, of a notice calling
upon Client to rectify the breach, the Client hereby unilaterally authorizes, ADS
to debit the remaining outstanding full contract balance from the Client's bank
account on the first (1
st
) of the month following the month in which the breach
occurred.
AMENDMENTS
1. These standard terms and conditions may be amended by ADS
2. The Client may terminate the Agreement on seven (7) days written
notice, without any penalty, if ADS makes a material amendment to these
standard terms and conditions that is to the detriment of the Client.
3. Any amendment to these standard terms and conditions will become
binding on the Client on the first (1
st
) day of the month following the month
during which the relevant amendment was published on the website of ADS
provided that no relevant, material objection was made by the Client during the
period leading up to the date on which the amendment is deemed to be
effective.
WARRANTY AND REPRESENTATON
1. n the event that the Client is corporation or limited liability company,
the submission of the Master Agreement online, telephonically, in person and/or
via facsimile hereby warrants and represents that the person/persons executing
this Mater Contract on behalf of the Client is/are duly authorized to act on behalf
of the Client and to contract with ADS on behalf of the Client.
LABLTY AND NDEMNTY
. 1. The goods (including software) and services provided by ADS are
provided AS S, WTHOUT WARRANTY OF ANY KND TO CLENT OR ANY
THRD PARTY, NCLUDNG BUT NOT LMTED TO, ANY EXPRESS OR
MPLED WARRANTES OF: 1) MERCHANTABLTY; 2)FTNESS FOR A
PARTCULAR PURPOSE; 3) EFFORT TO ACHEVE PURPOSE; 4) QUALTY;
5) ACCURACY; 6) NON-NFRNGEMENT; AND 7) TTLE. CLENT AGREES
THAT ANY EFFORTS BY ADS TO MODFY TS GOODS OR SERVCES
SHALL NOT BE DEEMED A WAVER OF THESE LMTATONS AND THAT
ANY ADS WARRANTES SHALL NOT BE DEEMED TO HAVE FALED OF
THER ESSENTAL PURPOSE. CLENT FURTHER AGREES THAT ADS
SHALL NOT BE LABLE TO CLENT OR ANY THRD PARTY FOR ANY LOSS
OF PROFTS, LOSS OF USE, NTERRUPTON OF BUSNESS, OR ANY
DRECT, NDRECT, NCDENTAL OR CONSQUENTAL DAMAGES OF ANY
KND WHETHER UNDER THS AGREEMENT OR OTHERWSE EVEN F ADS
WAS ADVSED OF THE POSSBLTY OR SUCH DAMAGES OR WAS
GROSSLY NEGLGENT. MODFCATONS MADE TO CLENT'S SOFTWARE
BY CLENT OR ANY THRD PARTY VODS ANY REMANNG EXPRESS OR
MPLED WARRANTES. Some jurisdictions do not permit the exclusion or
limitation of liability for consequential or incidental damages, and, as such, some
portion of the above limitation may not apply to Client. n such jurisdictions,
ADS' liability is limited to the greatest extent permitted by law.
2. The Client holds ADS harmless against any claim and any damages
suffered by the Client arising from or in connection with the services provided by
ADS, except in the event of gross negligence or willful misconduct.
3. The Client shall not have any claim against ADS for any losses,
damages, costs or expenses resulting from the provision or failure of ADS to
provide services, whether such failure results from:
a. Technical failure (including but not limited to errors, malfunctions,
interruptions or delays in the provision of services).
b. Force majeure, including but not limited to acts of God, fire, strike,
loss, or shortage of transportation facilities, lock-out, commandeering of
materials, products, plants or facilities by the government..
MSCELLANEOUS LEGAL PROVSONS
1. Any notice required or otherwise given pursuant to this Agreement
shall be in writing and dispatched by email to the email address of the party set
forth in this Agreement.
2. This Agreement supersedes any and all other agreements, either oral
or in writing, between the parties with respect to the matters stated herein, and
this Agreement contains all of the covenants and agreements between the
parties with respect thereto. This Agreement may be amended or modified only
in writing, and shall be effective only after fully executed by all parties.
3. f any provision of these terms and conditions shall be held to be
invalid, illegal or unenforceable, such provision shall be enforced to the fullest
extent permitted by applicable law and the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
4. Client shall bear applicable federal, state, municipal, and other
government taxes (such as sales, use, etc.). Unless otherwise specified, prices
do not include such taxes.
5. Client may not cede any of its rights or delegate or assign any of its
obligations in terms of this Agreement without the prior written consent of ADS
which will not be unreasonably withheld.
6. These standard terms and conditions and the Agreement between
ADS and the Client shall be governed by and interpreted in accordance with the
internal laws of the State of California. Client agrees to exercise any right or
remedy in connection with these terms and conditions and this Agreement
exclusively in, and hereby submits to the jurisdiction of the State of California,
Courts of Los Angeles County, California, or the United States District Court at
Los Angeles, California, which courts shall have exclusive jurisdiction and venue
over any dispute or controversy that arises out of this Agreement. For all
purposes, this Agreement shall be deemed to have been executed in Los
Angeles, California.
7. n any dispute between the parties hereto arising out of or in regard to
this Agreement, the prevailing party in any court proceedings shall be entitled to
its reasonable attorney fees and costs.
8. ADS shall retain all rights, title and interest in and to all software,
documentation, derivative works and other intellectual property developed,
designed, created or contributed by ADS pursuant to this Agreement.
9. The captions used herein are for reference purposes only and shall
have no effect upon the construction or interpretation of any provisions herein.