Master Services Agreement

This page holds four documents: the Master Services Agreement, the Exhibit A Order Form, the Content Rules and the Business Associate Agreement. You accept all four when you check the box at checkout. The plan you pick and the details you enter at checkout complete your Order Form. Questions: support@firstcallsocial.com

Master Client Service Agreement

This Master Client Service Agreement (the “Agreement”) is entered into as of the date Client accepts this Agreement at checkout (the “Effective Date”) by and between FIRSTCALL SOCIAL LLC, a Wyoming limited liability company, member-managed, with its principal place of business at 5030 Champion Blvd, Suite G11-121, Boca Raton, Florida 33496 (“FirstCall”), and the client identified on the Order Form attached as Exhibit A (“Client”).

1. Services

FirstCall will provide done-for-you organic social media management services according to the one plan selected on the Order Form (Essentials, Core, Premium, or Elite), as described in Exhibit A. The Services include planning, writing, design, internal review by trained reviewers (with second senior review for sensitive topics), and publishing of posts on the platforms specified for the plan. The Services do not include paid advertising or ad management, replying to DMs, comments, or reviews, on-site filming, interviewing or recording Client staff (staff record themselves from prompts), strategy calls beyond the 15-minute kickoff, lead generation, call routing, or admissions support. Telehealth clients receive no Google Business Profile posts.

2. Order Form

The specific plan, monthly fee, onboarding fee (if any), term, and start date are set forth on the Order Form attached as Exhibit A and incorporated by reference. Client selects exactly one plan per account on the Order Form. Plan changes must be requested by email and take effect on Client’s next monthly billing date. No additional onboarding fee is charged when Client moves to a higher plan. Multi-location groups may have custom pricing on a separate order form.

3. Approval Process

FirstCall has full editorial control and approves every post through its internal review process. Client does not approve individual posts. Client will complete and confirm a written Fact Sheet once (and by email for any change). Confirmation of the Fact Sheet constitutes Client’s approval of every factual claim contained in content (including services offered, levels of care, insurance accepted, accreditation, licensure, and phone numbers). The Friday preview is provided for information only. An Urgent Takedown form is available for privacy, legal, or safety emergencies; FirstCall will respond within two (2) business hours, and the schedule pauses upon submission. The Urgent Takedown process is not for routine edits.

4. Go-Live

FirstCall begins work after the first month’s fee and onboarding fee are received. The feed will go live within ten (10) business days after the later of (a) the 15-minute kickoff call and (b) a completed onboarding form (including logo, photos, and answers). Client delays in providing access, the Fact Sheet, or photos extend the go-live date day-for-day.

5. Client Responsibilities

Client shall: grant access solely by partner or manager invites (no passwords); provide accurate facts and keep them current (including license, accreditation, LegitScript status, insurance, phone, and staff information); confirm the Fact Sheet; supply photos and logo that Client has the right to use; collect a signed release from anyone who appears in photos or video (staff, alumni, family) before upload and never feature current patients; never send protected health information (“PHI”); for Core and higher plans, have a staff member record the monthly video prompts; answer all DMs, comments, and reviews through Client’s own trained staff; and comply with all laws applicable to Client’s own services and advertising.

6. Content Ownership and License

Client owns its social media accounts, its marks, its photos and videos, and, once paid for, the posts published to its accounts. FirstCall retains all rights in its methods, processes, design systems, content frameworks, rules libraries, tools, and know-how (none of which is a deliverable). Client grants FirstCall a limited, non-exclusive license to use Client’s marks, facts, and media solely to perform the Services. FirstCall will not name Client publicly without Client’s prior written permission (case studies will be anonymized unless permission is given).

7. No Guarantees and Compliance

FirstCall makes no guarantee of reach, followers, calls, leads, admissions, census, or revenue. Past results are not a promise of future performance. Fees never change with results. No patient information will appear in content or communications. FirstCall’s content rules apply: no outcome claims (cure, guaranteed results, success rates, “best,” “#1”); testimonials carry the disclaimer “Individual experiences vary”; mental-health posts end with “If you’re in crisis, call or text 988”; telehealth posts never claim that telehealth is as good as or better than in-person care. FirstCall may refuse or remove any content it reasonably believes is unlawful or non-compliant. All fees are flat and are never calculated on a per-lead, per-call, per-admission, or per-patient basis.

8. Payment

The first month’s fee plus the onboarding fee is due at signing. Thereafter, fees are due monthly in advance on the anniversary of the signup date by ACH or another payment method FirstCall accepts, as invoiced. Fees are as stated on the Order Form and may be changed only by a written amendment signed by FirstCall or as provided in this Section. Amounts unpaid after 10 days are subject to a late fee of 1.5% per month, and FirstCall may pause new posts until payment is received. Non-payment for 30 days constitutes a material breach, and FirstCall may terminate and collect all amounts due. FirstCall may change prices with 30 days’ prior written notice; Client may cancel before a price change takes effect.

9. Term and Cancellation

All accounts are month-to-month. Either Party may cancel with 30 days’ written notice by email to support@firstcallsocial.com. There are no 12-month commitments.

10. Liability and Indemnity

FirstCall’s total liability arising out of or relating to this Agreement is capped at the fees paid by Client in the three (3) months preceding the claim. Neither Party is liable for indirect, consequential, special, or lost-profit damages. Client indemnifies and holds harmless FirstCall against claims arising from facts and media supplied by Client, missing or withdrawn releases, PHI sent by Client despite this Agreement, Client’s own services, and Client’s own marketing. FirstCall provides a narrow indemnity for third-party intellectual-property claims arising solely from FirstCall-created designs (subject to the liability cap).

11. Termination

Either Party may terminate for material breach not cured within 10 days after written notice. Non-payment is handled under Section 8. FirstCall may terminate immediately if Client requests unlawful content, sends PHI repeatedly, or ties any payment to patients. Upon termination, FirstCall will stop posting, remove its access, and Client retains its accounts, published posts, and upload folder. Confidential information will be returned or destroyed.

12. Confidentiality and Non-Solicit

Confidentiality is mutual and survives for five (5) years after termination (trade secrets for so long as they remain trade secrets). Client will not hire or solicit FirstCall’s staff or contractors during the Term and for 12 months thereafter.

13. Monthly Results Report and Communication

FirstCall will provide a one-page results report by email in the first week of each month (reach, views, followers, profile visits, website clicks, and planned next steps). The report is for information only and is not a guarantee. Communication is by email only to support@firstcallsocial.com, Monday through Friday, 9 a.m. to 5 p.m. Pacific, with replies within one business day. The kickoff call is the only scheduled call.

14. Assignment

FirstCall may assign this Agreement to any buyer or successor of its business without Client’s consent. Client may not assign this Agreement without FirstCall’s prior written consent.

15. Governing Law, Venue, Jury Waiver, and Attorneys’ Fees

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The exclusive venue for any action arising out of or relating to this Agreement is the state or federal courts located in Palm Beach County, Florida. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

16. Miscellaneous

This Agreement, together with the Order Form and any attached Business Associate Agreement, constitutes the entire agreement of the Parties. Electronic signatures and electronic notices are valid. Amendments must be in writing signed by both Parties. If any provision is held unenforceable, the remainder continues in effect.

Exhibit A – Order Form

Plan selected (check exactly one):

Plan notes: Stories (Core and higher) are posted on Instagram and Facebook. Stories are in addition to the weekly post count and never count toward it; Essentials does not include Stories. Every plan includes the one-page monthly results report described in Section 13. Telehealth clients receive no Google Business Profile posts. Multi-location groups are priced on a separate Order Form.

Order summary

Plan: the one plan checked above.

Fees: the monthly fee and the one-time onboarding fee shown for that plan. The onboarding fee is billed at signing as its own line item.

Due at signing: the first month’s fee plus the onboarding fee for that plan.

Billing date: the date Client signs this Order Form, then monthly on that same date.

Term: month to month. Either Party may cancel with 30 days’ written notice by email to support@firstcallsocial.com. Client acknowledges the Content Rules (Exhibit B) and agrees not to send protected health information (PHI) to FirstCall.

Exhibit B – Content Rules

The FirstCall Content Rules Exhibit is attached and incorporated by reference.

Content Rules Exhibit

Attached as Exhibit B to the Master Client Service Agreement and as Exhibit A to the Reseller Agreement.

These Content Rules apply to all posts, captions, images, videos, Stories, and other content created or published by FirstCall Social, LLC (“FirstCall”) for Partner’s or Client’s accounts. Partner and Client shall not request, and FirstCall shall not publish, any content that violates these Rules.

1. No Protected Health Information or Patient Information

No content shall include any protected health information (PHI), patient names, photographs of current patients, diagnoses, treatment details, or any other individually identifiable health information. Current patients shall never appear in content. Anyone who appears on camera (staff, alumni, family, etc.) must have a signed release obtained by Client or Partner before the content is used. FirstCall will not feature or request current-patient content.

2. No Outcome Claims or Guarantees

No content shall make outcome claims, including but not limited to claims of cure, guaranteed results, success rates, “best,” “#1,” “most effective,” or similar superlatives regarding treatment outcomes. Testimonials or success stories must include the disclaimer “Individual experiences vary.” No content shall claim that telehealth is as good as or better than in-person care.

3. Crisis Language

All mental-health or substance-use related posts must end with or include the following language: “If you’re in crisis, call or text 988.”

4. Factual Accuracy

All factual claims (services offered, levels of care, insurance accepted, accreditation, licensure, contact information, etc.) must be based solely on the written Fact Sheet confirmed by Client or Partner. FirstCall relies on that confirmation as approval of the claims.

5. Flat Fees Only – No Per-Patient or Per-Lead Pricing

Partner shall not sell or offer FirstCall’s services to End Clients on a per-lead, per-call, per-admission, per-patient, or any other volume- or value-based basis. All fees are flat monthly amounts.

6. Compliance and Refusal Rights

FirstCall may refuse to create or may remove any content that it believes, in its reasonable judgment, is unlawful, non-compliant with these Rules, or inconsistent with applicable advertising or healthcare regulations. Partner and Client shall not edit posts to re-insert prohibited content.

7. Platform Rules

Content must comply with the terms of service of the applicable platforms (Instagram, Facebook, TikTok, YouTube, Google Business Profile, etc.).

Business Associate Agreement (Client BAA)

FIRSTCALL SOCIAL LLC

This Business Associate Agreement (the “BAA”) is entered into as of the date Covered Entity accepts this BAA at checkout (the “Effective Date”) by and between FIRSTCALL SOCIAL LLC, a Wyoming limited liability company, member-managed (“Business Associate”), and the covered entity identified in the related Master Client Service Agreement (“Covered Entity”). This BAA is incorporated into and forms part of the Master Client Service Agreement between the parties (the “Service Agreement”).

1. Definitions

Capitalized terms used but not defined in this BAA have the meanings given in the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”), including 45 C.F.R. Parts 160 and 164, and in 42 C.F.R. Part 2 (where applicable). “PHI” means Protected Health Information as defined by HIPAA. “Part 2 Information” means information protected under 42 C.F.R. Part 2. “Service Agreement” means the Master Client Service Agreement between the parties pursuant to which Business Associate performs organic social media management services.

2. Purpose, Scope, and No Expected PHI

Business Associate will perform the organic social media management services described in the Service Agreement. The parties expressly acknowledge and agree that the Services are designed so that no PHI is expected, needed, or requested by Business Associate. Covered Entity agrees that it will never transmit PHI (including patient names, photographs, medical information, or any other individually identifiable health information) to Business Associate by email, upload, social media message, or any other means. Business Associate’s permitted uses and disclosures of any PHI that may be incidentally received are strictly limited to those necessary to perform the Services and as otherwise required by law. Business Associate shall not use or disclose PHI for any other purpose.

3. Incidental Exposure Protocol

Notwithstanding Section 2, the parties recognize that Business Associate may incidentally encounter PHI in Covered Entity’s social media accounts (for example, inbound direct messages, comments, or tagged photographs) or if Covered Entity transmits PHI by mistake. In any such event, Business Associate shall: (a) notify Covered Entity promptly (and in any event within two (2) business days of discovery); (b) not copy, further use, or disclose the PHI; (c) securely delete or destroy any copy of the PHI in its possession or control; and (d) request that Covered Entity resend any necessary non-PHI information. The same protocol shall apply to any Part 2 Information. Business Associate shall not retain, analyze, or use any PHI or Part 2 Information to develop or improve any software or tool.

4. Safeguards

Business Associate shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of any PHI that may be incidentally received, including without limitation: (a) business email and file storage covered by a business associate agreement; (b) multi-factor authentication for all systems that may contain client information; (c) need-to-know access limited to personnel with a legitimate business need; (d) immediate revocation of access upon termination of any personnel or contractor relationship; (e) prohibition on storage or processing of PHI in any software tool, messaging system, or other system not covered by a business associate agreement; (f) no collection of passwords for Covered Entity systems; and (g) encryption in transit and at rest where feasible. Business Associate shall periodically review and update its safeguards.

5. Breach Notification

Business Associate shall notify Covered Entity of any Breach of Unsecured PHI without unreasonable delay and in no event later than ten (10) business days after discovery of the Breach. The notice shall include, to the extent known, the identification of each individual whose Unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed; a description of the Breach; the types of information involved; and the steps Business Associate is taking to investigate and mitigate. Business Associate shall cooperate with Covered Entity in any required notifications. Unsuccessful security incidents (such as pings on firewalls, port scans, or unsuccessful log-on attempts) do not require notice under this Section. The parties agree that the ten (10) business day period is intended to be shorter than the maximum period permitted under HIPAA and may be adjusted by mutual written agreement if required for client acceptance.

6. Subcontractors

Business Associate shall ensure that any subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to the same restrictions, conditions, and requirements that apply to Business Associate under this BAA. As of the Effective Date, no subcontractor is expected to receive PHI by design of the Services. Business Associate shall maintain a list of any such subcontractors and make it available to Covered Entity upon reasonable request.

7. Individual Rights and Access

To the extent Business Associate maintains a Designated Record Set (none is expected), Business Associate shall make PHI available to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524 (access) and 45 C.F.R. § 164.526 (amendment). Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining compliance with HIPAA.

8. Return or Destruction of PHI

Upon termination of the Service Agreement for any reason, Business Associate shall return or securely destroy all PHI received from, or created or received by Business Associate on behalf of, Covered Entity that Business Associate still maintains in any form, within thirty (30) days of termination. If return or destruction is not feasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible. No PHI is expected to be maintained.

9. Term and Termination

This BAA shall be effective as of the Effective Date and shall terminate automatically upon termination of the Service Agreement. Covered Entity may terminate this BAA and the Service Agreement if it determines that Business Associate has violated a material term of this BAA and has not cured the violation within a reasonable time (not to exceed thirty (30) days) after written notice. Business Associate’s liability under this BAA is subject to the liability cap set forth in the Service Agreement to the extent such cap is enforceable under applicable law.

10. 42 C.F.R. Part 2

To the extent any Part 2 Information is involved, Business Associate shall comply with the requirements of 42 C.F.R. Part 2 with respect to such information in the same manner as PHI under this BAA, including the incidental exposure protocol in Section 3. Business Associate acknowledges that Part 2 Information may not be used or disclosed except as permitted by Part 2.

11. Governing Law, Venue, Jury Waiver, and Attorneys’ Fees

This BAA shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, except to the extent preempted by HIPAA or other federal law. The exclusive venue for any action arising out of or relating to this BAA shall be the state or federal courts located in Palm Beach County, Florida. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BAA. The prevailing Party in any action to enforce this BAA shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party.

12. Miscellaneous

This BAA, together with the Service Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof. In the event of a conflict between this BAA and the Service Agreement regarding the use or disclosure of PHI, this BAA controls. Amendments must be in writing signed by both parties. Electronic signatures are valid. No offshore restriction is imposed unless required by law or agreed in writing. Notices shall be sent by email to the addresses specified in the Service Agreement.