Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the website located at https://neurovo.com and all related services, platforms, applications, and tools provided by Neurovo LLC ("Neurovo," "we," "us," or "our"), a digital marketing agency headquartered at 800 S Gay St, Suite 700, Knoxville, TN 37929.

By accessing neurovo.com, using our marketing services platform, authorizing our Meta developer application, or entering into a service agreement with Neurovo, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you are prohibited from using our website or services.

We reserve the right to review and amend these Terms at our sole discretion. Upon doing so, we will update this page and the "Last Updated" date above. Any changes take effect immediately upon publication. Your continued use of our services after changes are posted constitutes acceptance of the updated Terms. For material changes, we will provide at least 14 days' advance notice to active clients via email.

2. Definitions

For the purposes of these Terms:

• "Services" means all marketing services, digital advertising management, platform access, software tools, reporting, consulting, and any other services provided by Neurovo, whether delivered via the website, a client platform, or otherwise.
• "Platform" means Neurovo's proprietary marketing management software, including PsychSuite, EverPatient CRM, and any related tools and dashboards.
• "Client" means any individual, business, or medical practice that has entered into a service agreement or subscription with Neurovo.
• "User" means any individual who accesses or uses neurovo.com or the Platform, whether or not they are a Client.
• "Content" means any text, images, data, campaign materials, creative assets, or other materials submitted to or generated through the Platform.
• "Meta Application" means Neurovo's registered Meta developer application that integrates with Meta's Marketing API to manage advertising campaigns.
• "Confidential Information" means any non-public information disclosed by either party in connection with the Services, including client data, campaign performance data, trade secrets, pricing, and business strategies.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to enter into these Terms, individually or on behalf of an entity
• Your use of the Services will not violate any applicable laws or regulations
• You are not located in, or a national or resident of, any country subject to U.S. government embargo or sanctions
• You are not listed on any U.S. government list of prohibited or restricted parties

Neurovo's Services are intended for business professionals in the healthcare and mental health sectors, including practice owners, administrators, and marketing personnel. Our Services are not directed at consumers seeking medical treatment.

4. Our Services

Neurovo is a specialized digital marketing agency serving mental health practices offering ketamine therapy, transcranial magnetic stimulation (TMS), Spravato, and psychiatry services. Our Services may include:

Marketing Services

• Paid digital advertising management (Meta Ads, Google Ads, and other platforms)
• Search engine optimization (SEO) and local search management
• Content creation, copywriting, and creative services
• Website design, development, and ongoing maintenance
• Email marketing and marketing automation
• Social media management and strategy
• Reputation management and review generation
• Analytics, reporting, and performance consulting

Platform & Technology Services

• Access to the PsychSuite practice growth platform
• EverPatient HIPAA-aware CRM and patient communication tools
• Competitive intelligence and market benchmarking dashboards
• AI-powered content and response tools
• Integration management with Meta Ads, Google Ads, Google Analytics, and related platforms

The specific Services delivered to each Client are defined in their individual Service Agreement or Statement of Work. These Terms apply to all Services regardless of tier unless otherwise specified in writing.

Neurovo reserves the right to modify, suspend, or discontinue any Service at any time with reasonable prior notice to affected Clients. We will not be liable to you or any third party for any modification, suspension, or discontinuation of Services.

5. Limitations of Use

By using this website and our Services, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

• Modify, copy, prepare derivative works of, decompile, or reverse engineer any materials, software, or platform components provided by Neurovo
• Remove any copyright, trademark, or other proprietary notations from any materials or software
• Transfer, sublicense, or resell access to our Platform or Services to any third party without written consent from Neurovo
• Mirror or reproduce any materials from this website on any other server or platform
• Use the website or Services in a way that abuses, disrupts, or overburdens our networks, servers, or infrastructure
• Use the website or Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material
• Use the website or Services in violation of any applicable laws or regulations, including healthcare advertising regulations, FTC guidelines, and platform-specific policies
• Transmit unauthorized advertising, spam, or unsolicited commercial communications through our platform or systems
• Harvest, collect, or gather user data without proper consent and in violation of applicable privacy laws
• Infringe the privacy, intellectual property rights, or other rights of third parties
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, or related systems
• Use the Services to advertise or market any product or service in violation of Meta Advertising Policies, Google Advertising Policies, LegitScript certification requirements, or other applicable platform rules
• Make false, misleading, or deceptive claims about medical treatments, clinical outcomes, or practice credentials in any marketing materials
• Use Neurovo's proprietary data, benchmarks, or competitive intelligence for any purpose other than managing your own practice's marketing

6. Accounts & Access

Account Creation

Access to the Platform requires creation of an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate and current.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Choose a strong, unique password and not share it with unauthorized parties
• Notify Neurovo immediately at [email protected] if you suspect any unauthorized access or breach of your account
• Ensure authorized users within your organization comply with these Terms
• Log out from your account at the end of each session when using shared devices

Neurovo will not be liable for any loss or damage arising from your failure to maintain account security. You may be held liable for losses incurred by Neurovo or others due to unauthorized use of your account.

Authorized Users

Clients may grant access to additional authorized users within their organization. You are responsible for ensuring all authorized users comply with these Terms. Access must be revoked promptly when a user is no longer authorized, such as upon employment termination.

7. Client Obligations

Clients who engage Neurovo for marketing services agree to:

• Timely cooperation: Provide necessary access, information, approvals, and feedback in a timely manner to enable Neurovo to deliver Services effectively. Delays caused by Client may affect deliverable timelines without liability to Neurovo.
• Accurate information: Provide accurate and complete information about your practice, services, credentials, and any regulatory requirements applicable to your operations.
• Platform access: Grant Neurovo appropriate access to your advertising accounts, Google Analytics, website backend, and other platforms required to deliver the agreed Services.
• Compliance: Ensure your practice complies with all applicable laws, including healthcare regulations, state licensing requirements, and medical advertising rules. Neurovo provides marketing services and is not responsible for the legal compliance of your practice.
• Approval of materials: Review and approve marketing materials, ad copy, and creative assets in a timely manner. Written approval (including email) constitutes authorization to publish.
• Budget management: Maintain adequate advertising budget funding in connected ad accounts. Neurovo is not liable for campaign disruption caused by insufficient account funding.
• Lawful services: Represent only legally authorized, properly licensed medical services in all marketing materials. Neurovo reserves the right to decline to market any service that it believes may be unlawful or that violates platform policies.

8. Your Content

License to Neurovo

By submitting Content to Neurovo (including logos, images, practice information, testimonials, and other materials), you grant Neurovo a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, and publish such Content solely for the purpose of delivering the agreed Services. This license terminates upon expiration of your service agreement, except to the extent required to fulfill ongoing legal obligations.

Your Representations

You represent and warrant that:

• You own or have all necessary rights to the Content you submit
• The Content does not infringe the intellectual property, privacy, or other rights of any third party
• Any testimonials, reviews, or patient statements included in marketing materials comply with FTC endorsement guidelines and applicable medical advertising laws
• Any claims about treatment outcomes are truthful, substantiated, and comply with applicable advertising standards
• You have obtained all required consents for use of patient likenesses, stories, or information in marketing materials, in compliance with HIPAA and state law

Prohibited Content

Neurovo reserves the right to refuse to create, publish, or distribute any Content that:

• Violates Meta Advertising Policies, Google Advertising Policies, or other applicable platform rules
• Makes false, unsubstantiated, or misleading claims about medical treatments or outcomes
• Violates HIPAA or discloses protected health information without proper authorization
• Constitutes illegal advertising under federal or state law
• Neurovo reasonably believes may expose Neurovo or the Client to legal liability

9. Marketing Platform (PsychSuite)

Access to the PsychSuite platform and related tools is provided as part of certain service tiers and is subject to these Terms and any applicable supplemental platform terms.

License Grant

Subject to your compliance with these Terms and payment of applicable fees, Neurovo grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes in connection with your mental health practice marketing.

Platform Restrictions

• You may not access or use the Platform for any purpose other than managing your own practice's marketing
• You may not resell, sublicense, or provide access to the Platform to third parties
• You may not use competitive intelligence, benchmarking data, or other proprietary datasets for any purpose beyond your own practice decisions
• You may not attempt to scrape, extract, or systematically download data from the Platform
• You may not integrate third-party applications with the Platform without Neurovo's prior written consent

Platform Availability

Neurovo will use commercially reasonable efforts to maintain Platform availability, but does not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance where reasonably practicable. We will not be liable for any loss caused by Platform downtime, outages, or technical issues beyond our reasonable control.

Data Ownership

You retain ownership of your practice's data and campaign data stored in the Platform. Neurovo retains ownership of the Platform itself, its underlying technology, aggregated and anonymized benchmark data, and all proprietary tools and algorithms. Upon termination of your agreement, you may request an export of your practice's data in standard format within 30 days of termination.

10. Meta Developer Application

Neurovo operates a registered Meta developer application ("Meta Application") that integrates with Meta's Marketing API to manage advertising campaigns on behalf of Clients. Use of the Meta Application is subject to these Terms as well as Meta's Platform Terms and Developer Data Use Policy.

Authorization

By connecting your Meta Business Manager, ad accounts, or Facebook Pages to our Meta Application, you:

• Authorize Neurovo to access and manage your Meta advertising accounts on your behalf
• Confirm you are an authorized administrator of the accounts being connected
• Acknowledge that Neurovo will use Meta platform data solely to provide campaign management services as described in our Privacy Policy

Meta Data Use

Neurovo's use of data obtained through the Meta Application is governed by Meta's Developer Data Use Policy and our Privacy Policy. We use Meta platform data solely to deliver campaign management services and do not sell, share, or use it for any unauthorized purpose.

Revoking Access

You may revoke Neurovo's access to your Meta accounts at any time through your Facebook App Settings. Revoking access will prevent Neurovo from managing your campaigns and may impact active advertising. You should notify Neurovo before revoking access to allow for orderly transition.

11. Intellectual Property

Neurovo's Intellectual Property

The intellectual property in all materials, software, platform components, design elements, methodologies, data sets, and content contained in or generated by Neurovo's website, Platform, and Services are owned by or licensed to Neurovo and are protected by applicable copyright, trademark, trade secret, and other intellectual property laws. This includes:

• The PsychSuite and EverPatient platforms and all underlying technology
• Neurovo's proprietary dataset comprising aggregated, anonymized performance data from 350+ mental health practices
• Neurovo's brand, logos, trademarks, and trade names
• All original marketing creative, copy, and campaign strategies developed by Neurovo
• Neurovo's proprietary processes, frameworks, and methodologies

Limited License for Personal Use

We grant users permission to download one copy of website materials for personal, non-commercial transitory use only. This constitutes a license grant, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or these Terms, and may be terminated by Neurovo at any time.

Work Product Ownership

Marketing deliverables created specifically for a Client (such as custom ad creative, website content, and brand assets) are owned by the Client upon full payment of all applicable fees. Neurovo retains the right to reference such work in its portfolio and case studies unless the Client requests otherwise in writing. Generic frameworks, templates, platform tools, and methodologies developed by Neurovo remain Neurovo's property.

Feedback

If you submit suggestions, ideas, or feedback about our Services or Platform, you grant Neurovo a perpetual, royalty-free license to use such feedback for any business purpose without any obligation to compensate you.

12. Data & Confidentiality

Privacy

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you agree to the collection and use of your information as described in the Privacy Policy.

Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties or use it for any purpose other than performing obligations under the service agreement. This obligation survives termination of the service agreement for a period of three (3) years, except for information that:

• Becomes publicly known through no breach of this obligation
• Was rightfully known before disclosure without confidentiality restrictions
• Is independently developed without use of Confidential Information
• Must be disclosed by law, regulation, or court order

Neurovo's Proprietary Data

Performance benchmarks, industry aggregates, competitive intelligence data, and other insights derived from Neurovo's multi-practice dataset are proprietary to Neurovo. Clients may use such insights for their own practice decisions but may not share, publish, or commercially exploit this data without Neurovo's written consent.

13. Fees & Payment

Service Fees

Fees for Services are set forth in the applicable Service Agreement. Monthly retainer fees are billed in advance. Neurovo reserves the right to adjust fees with at least 30 days' written notice to affected Clients.

Advertising Spend

Advertising spend on third-party platforms (Meta Ads, Google Ads, etc.) is separate from and in addition to Neurovo's management fees. Clients are responsible for funding their advertising accounts directly. Neurovo is not liable for campaign disruption, lost revenue, or missed opportunities resulting from insufficient ad account funding.

Late Payment

Invoices are due within the payment terms specified in the Service Agreement (typically net 15 or net 30). Late payments may result in suspension of Services and may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Neurovo reserves the right to suspend Services for any account that is 30 or more days past due.

Refunds

Monthly retainer fees are non-refundable once Services have been rendered for the applicable billing period. Setup fees and one-time project fees are non-refundable after work has commenced unless otherwise agreed in writing. Disputes regarding invoices must be raised within 15 days of receipt.

14. Disclaimers

Our website and the materials on our website are provided on an 'as is' basis. To the extent permitted by law, Neurovo makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.

Neurovo does not warrant that:

• The website or Platform will be uninterrupted, error-free, or free of viruses or harmful components
• The results of using our Services will meet your specific expectations or requirements
• Any errors in the website or Platform will be corrected within a specific timeframe
• Third-party platforms (Meta, Google, etc.) will maintain their current policies, features, or advertising capabilities

The materials appearing on our website are not comprehensive and are for general information purposes only. Neurovo does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.

15. Limitation of Liability

In no event shall Neurovo or its officers, directors, employees, contractors, or suppliers be liable for any consequential, indirect, incidental, special, or punitive loss or damages suffered or incurred by you or any third party arising from:

• Your use of or inability to use the website, Platform, or Services
• Any interruption, suspension, or termination of Services
• Unauthorized access to or alteration of your data or transmissions
• Changes in third-party platform policies (Meta, Google, etc.) that affect campaign performance
• Any errors, inaccuracies, or omissions in marketing materials approved by you
• Any failure of advertising campaigns to generate specific patient volume or revenue

In the context of this agreement, "consequential loss" includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

To the maximum extent permitted by applicable law, Neurovo's total cumulative liability to you for all claims arising under or related to these Terms or the Services shall not exceed the total fees paid by you to Neurovo in the three (3) months immediately preceding the event giving rise to the claim.

16. Indemnification

You agree to defend, indemnify, and hold harmless Neurovo and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the website, Platform, or Services in violation of these Terms
• Your Content, including any claim that your Content infringes the intellectual property, privacy, or other rights of a third party
• Any false, misleading, or legally non-compliant claims in marketing materials that you approved or provided
• Your violation of any applicable law or regulation, including healthcare advertising regulations and HIPAA
• Any unauthorized disclosure of protected health information arising from your operations or data management practices
• Your failure to obtain required patient consents for use of likenesses or testimonials in marketing materials

17. HIPAA & Healthcare Compliance

Neurovo's Role

Neurovo provides digital marketing services and technology tools to mental health practices. Neurovo is not a healthcare provider and does not provide medical advice, treatment recommendations, or clinical services.

Marketing Data vs. Protected Health Information

Business Associate Agreement

Clients who require Neurovo to access or handle PHI in connection with marketing services must execute a separate Business Associate Agreement (BAA) with Neurovo. The BAA governs the handling of PHI and supplements these Terms. Contact [email protected] to request a BAA.

Healthcare Advertising Compliance

Clients are responsible for ensuring their marketing materials comply with all applicable healthcare advertising regulations, including:

• Federal Trade Commission (FTC) guidelines on advertising and endorsements
• State medical board advertising rules applicable to the practice's licensed professionals
• DEA and FDA regulations applicable to the marketing of controlled substances and prescription treatments
• LegitScript certification requirements for platforms requiring certified advertiser status
• Meta and Google healthcare advertising policies and special ad category requirements

Neurovo will exercise its expertise in healthcare marketing compliance and may advise Clients on compliance matters, but ultimate legal compliance responsibility rests with the Client and their licensed professionals. Neurovo's guidance does not constitute legal or medical advice.

18. Termination

Termination by Client

Clients may terminate their service agreement in accordance with the notice requirements specified in their Service Agreement (typically 30–60 days written notice). Early termination may be subject to fees as specified in the Service Agreement.

Termination by Neurovo

We may suspend or terminate your right to use our website, Platform, or Services immediately upon written notice to you for:

• Any material breach of these Terms or your Service Agreement that is not cured within 10 business days of written notice
• Non-payment of fees that remains unresolved after 30 days
• Any use of the Services for unlawful purposes or in violation of healthcare regulations
• Any action that Neurovo reasonably believes may expose Neurovo or other Clients to legal or reputational harm
• Insolvency, bankruptcy, or cessation of business operations

Effect of Termination

Upon termination:

• Your access to the Platform and Services will cease
• All outstanding fees become immediately due and payable
• Neurovo will provide a data export of your practice's Platform data within 30 days upon written request
• Each party will return or destroy the other party's Confidential Information
• Provisions of these Terms that by their nature should survive termination (including IP, confidentiality, liability, and indemnification) will continue in effect

19. Governing Law & Dispute Resolution

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions.

Dispute Resolution

Before initiating formal legal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may request a meeting or call to discuss the dispute within 15 business days of written notice of the dispute.

If direct negotiation fails, disputes shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), conducted in Knoxville, Tennessee, before a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction in Knox County, Tennessee to prevent irreparable harm, and you consent to the exclusive jurisdiction of such courts for such purposes.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.

20. General Provisions

Accuracy of Materials

The materials appearing on our website are not comprehensive and are for general information purposes only. Neurovo does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.

Links to Third-Party Sites

Neurovo has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Neurovo of the site. Use of any such linked site is at your own risk, and we strongly advise you make your own investigations with respect to the suitability of those sites.

Entire Agreement

These Terms, together with any applicable Service Agreement, Statement of Work, Business Associate Agreement, and our Privacy Policy, constitute the entire agreement between you and Neurovo regarding the subject matter herein and supersede all prior agreements and understandings.

Severability

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms is not affected.

Waiver

Neurovo's failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future. No waiver of any provision shall be effective unless made in writing and signed by an authorized representative of Neurovo.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Neurovo's prior written consent. Neurovo may assign these Terms, or any rights hereunder, in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to affected Clients.

Force Majeure

Neurovo shall not be liable for any failure or delay in performance of Services caused by circumstances beyond its reasonable control, including natural disasters, pandemic, power outages, third-party platform failures, internet outages, or government actions. Neurovo will notify affected Clients promptly and use reasonable efforts to resume Services.

Notices

All legal notices to Neurovo must be sent in writing to: Neurovo LLC, Attn: Legal, 800 S Gay St, Suite 700, Knoxville, TN 37929, or by email to [email protected] with "Legal Notice" in the subject line. Notices to you may be sent to the email address associated with your account.