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Master Services Agreement

Last updated: October 15, 2026

Template for reference only. The agreement you sign (your executed agreement) governs.

This Master Services Agreement (the “Agreement”) is between AIPRDESK LLC, doing business as “aiprdesk” (“aiprdesk,” “we,” “us”), and the organization named in the Order Form (“Client,” “you”). It takes effect on the Effective Date shown in the Order Form. The Order Form (Schedule A), the Content and Compliance Rules (Schedule B), and the Avatar Likeness Consent and Release (Exhibit C) are part of this Agreement.

1. How this Agreement is accepted

1.1 Affirmative acceptance only. This Agreement and each Order Form become binding only when an authorized representative of Client either (a) signs them electronically, or (b) checks the acceptance box and clicks the acceptance control in online checkout after being shown the full text of this Agreement and the Order Form. A reply to a message, a link click, or use of a demo desk is not acceptance.

1.3 Records. We keep a record of acceptance (name, title, email, date and time, IP address, and the version accepted) and send Client a copy of the accepted Agreement and Order Form.

1.4 Authority. The person accepting confirms they have authority to bind Client.

1.5 Client identity verification. Before we create or deliver anything, Client will complete Stripe Identity verification at checkout and give us the information we reasonably request to verify Client’s identity, its organization (legal name, registration, and any licenses its content refers to), and its authorized signer. No Newswire story publishes until Client identity is confirmed. We may refuse, pause, or suspend the Services, without liability, if we cannot verify Client or its signer, or if verification information lapses or proves false. Client will tell us promptly of any change.

2. Our role: an editorial PR firm with an Ask Your Desk assistant, the messenger

2.1 aiprdesk is an editorial PR firm with an Ask Your Desk assistant. We are the messenger. We create a client’s real stories as news (news articles, news releases, podcasts, social posts, and short videos) in the languages of the client’s plan. We deliver them one-to-one to relevant journalists, to the client’s own channels, and to professional contacts chosen with the client, only after the client approves the content and presses Send.

Every message goes out from a verified sender on an authenticated domain. We deliver one-to-one, never as a mass blast. The client approves before anything is sent.

aiprdesk is not an advertising agency or marketing firm. We do not sell, buy, generate, or broker leads, referrals, or patients. We do not sell scripts. We do not run, buy, place, or manage paid advertising. We do not provide marketing or lead generation for any client, including healthcare, Medicare, Medicare Advantage, and insurance clients, and we do not act as a third-party marketing organization. We do not handle protected health information (PHI) or patient data. Clients must not submit it.

We verify every client before we create or deliver anything. Where a plan includes availability updates, they are informational, approved by the client, and go only to professional referral contacts the client selects. They are never sent to patients, prospective patients, families, or other consumers.

Fees are flat monthly subscription fees per location. No fee is contingent on referrals, admissions, patients, leads, calls, census, or any other outcome. This structure reflects the concerns behind Florida’s Patient Brokering Act (Fla. Stat. 817.505) and the federal Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)). It is a description of how we price, not legal advice.

The client keeps editorial control and approves every piece. The client is responsible for the accuracy and regulatory compliance of the content it approves.

2.2 Not an operator. We do not run, manage, or direct Client’s business, admissions, intake, clinical services, billing, or sales, and we do not run call centers or intake lines. The specific Services are those stated in the Order Form.

2.3 Independent contractor. We are an independent contractor. Neither party is the other’s employee, partner, joint venturer, or agent, and neither can bind the other, except that we distribute approved content through accounts Client authorizes.

3. Approval of all content

3.1 Nothing goes out without your approval. We will not publish, post, send, upload, or distribute any content until one of Client’s Authorized Approvers (named in the Order Form or added later in writing) approves that exact version and presses Send in the portal (or approves it in writing), including any corporate sign-off step Client requires (“Approval”). Approving one version does not approve later edits.

3.2 Client is responsible for approved content. Client keeps editorial control and is responsible for the accuracy, completeness, legality, and regulatory compliance of everything it approves and all information it gives us, including statements about services, programs, staff, licenses, accreditation, availability, outcomes, and pricing. We rely on Client’s information and Approval and are not required to verify it independently.

3.3 Our right to decline. We may refuse to prepare or send any content we reasonably believe is false or misleading, contains patient information, could break the law or platform rules, or offers anything of value for referrals. Declining is not a breach.

3.4 Approval records. We keep a record of each Approval (who, when, which version). Our records are presumed accurate unless Client shows otherwise.

3.5 Time-sensitive content. Content stating current facts (for example, availability updates) must be approved close to the time it is sent and will show an “as of” date and time. Client will tell us immediately if approved content becomes inaccurate so we can stop or correct it.

3.6 Review time. Client will review drafts within a reasonable time. Drafts not approved are not published. Delays in Approval do not reduce fees. Whether unused volume rolls over is as stated in the executed agreement.

4. Client warranties and responsibilities

Client represents, warrants, and agrees that:

(a) Accuracy. All information and content Client provides or approves is true, accurate, and not misleading, and Client has written support for any factual, outcome, or comparative claim.

(b) Rights. Client owns or has every right, license, and permission needed for Client Content, including (i) written consent from every person whose name, image, voice, or likeness appears, (ii) permission to film and use footage and images of Client’s buildings, grounds, and property and of any property Client does not own, and (iii) rights to any music, photos, or footage Client supplies.

(c) Regulatory compliance. Client holds and will keep every license, certification, and accreditation it needs to operate, and will comply with every law that applies to the content it approves and to its own communications, including HIPAA and 42 CFR Part 2, the FTC Act and FTC endorsement and review rules, state consumer-protection and healthcare-advertising laws (including, if applicable, Fla. Stat. 397.55 for substance-use providers), anti-kickback and patient-brokering laws, email and telemarketing laws, and, if Client is a Medicare Advantage or Part D plan, agent, broker, or other insurance business, CMS communications and marketing rules (42 CFR Parts 422 and 423, Subpart V) and state insurance laws. aiprdesk does not provide marketing, lead generation, or advertising for any healthcare, Medicare, Medicare Advantage, or insurance client and does not act as a third-party marketing organization. Any paid advertising Client runs is outside the Services, and Client is solely responsible for it, including any platform certification it needs.

(d) No patient information. Client will follow Section 5.

(e) Patient stories. Client will use patient stories only as allowed in Section 5.3.

(f) Contact lists. Any list Client provides contains only media and professional contacts acting in their work roles, was lawfully collected, and carries any consent the law requires.

(g) Notice of changes. Client will tell us promptly if a license or certification lapses or is restricted, if a featured person withdraws consent, or if approved content becomes inaccurate.

5. No patient information

5.1 Designed without PHI. The Services are designed so that no patient information is needed. Client will not send, upload, enter, connect, disclose, or give us access to protected health information (“PHI”) as defined in 45 CFR 160.103, any record protected by 42 CFR Part 2, or any other information that identifies or could reasonably identify a current, former, or prospective patient or their family (“Patient Information”), whether in notes, uploads, photos, footage, contact lists, account connections, exports, screenshots, or messages.

5.2 Not a business associate by default. The parties agree that under this Agreement we are not Client’s business associate under HIPAA or a recipient of Part 2 records, and that no Service requires Patient Information.

5.3 Patient stories. A patient story, testimonial, image, voice, or quote may be used only if (a) Client first obtains the patient’s valid written HIPAA authorization under 45 CFR 164.508 (including 164.508(a)(3) where it applies), any consent 42 CFR Part 2 requires, and any state-law consent; (b) Client keeps it on file and confirms in writing that it covers the specific use; and (c) Client gives us only the material the patient authorized for public release. No AI representative will ever portray or speak as a patient.

5.4 If Patient Information reaches us. We may delete it, pause related work, and notify Client. Client remains responsible for that disclosure.

5.5 Business Associate Agreement. A client can ask about a Business Associate Agreement through the contact form. This template does not promise one and does not refuse one. Whether a BAA is signed is as stated in the executed agreement.

6.1 Fees. Client pays the flat monthly fees stated in the Order Form, per office or facility. Public fees are listed on the pricing page. If the Order Form and the pricing page differ, the Order Form controls. The fee table in earlier drafts is not part of this template.

6.2 Any discount is as stated in the Order Form.

6.4 Invoices and payment. Invoice timing, the due date, and the payment method are as stated in the executed agreement. If Client chooses autopay, Client authorizes us, through our payment processor, to charge the payment method on file each period until this Agreement ends. Fees do not include taxes. Client pays any applicable sales or use taxes (other than taxes on our income).

6.5 Late payment. Any late charge, and any right to pause the Services for overdue invoices, is as stated in the executed agreement.

6.6 Price changes. Fees will not change during the Initial Term except as the executed agreement allows. Any change for a renewal period is as stated in the executed agreement.

6.7 Flat subscription fees only. All fees are flat subscription fees. No fee, bonus, credit, or discount under this Agreement is, or will ever be, based on the number or value of patients, admissions, referrals, leads, calls, inquiries, beds filled, census, or any revenue or reimbursement Client receives. Neither party relies on the other for legal advice about the Florida Patient Brokering Act or the federal Anti-Kickback Statute. The parties intend the fees to be consistent with fair market value for the Services in an arm’s-length deal and commercially reasonable without regard to any referrals.

6.8 No remuneration for referrals. Neither party will offer, pay, solicit, or receive anything of value to induce or reward a patient referral. Outreach to professionals is informational only and never includes gifts, meals, payments, or free services.

7. Term, renewal, and cancellation

7.1 Initial Term. This Agreement starts on the Effective Date. The length of the Initial Term, and when any paid term starts, are as stated in the Order Form and the executed agreement.

7.2 Renewal. Whether this Agreement renews, for how long, and how much notice is required, are as stated in the executed agreement.

7.3 Reminder. Any renewal reminder is as stated in the executed agreement.

7.4 How to cancel. Client may give notice of non-renewal or cancellation through the contact form, or by the method stated in the Order Form. We will confirm in writing. When cancellation takes effect is as stated in the executed agreement.

7.5 Termination for cause. Either party may terminate on written notice if the other materially breaches and does not cure within the period stated in the executed agreement.

7.6 Immediate termination. Either party may terminate immediately on written notice if the other (a) gives false verification information under Section 1.5, breaches Section 5 (No Patient Information) or Sections 6.7–6.8 (flat fees and no remuneration for referrals), (b) is excluded from a federal health care program or loses a license the content depends on, or (c) becomes insolvent.

7.7 Change in law. If either party reasonably concludes, on advice of counsel, that a law or official guidance makes any part of the Services unlawful or materially risky, the parties will negotiate in good faith. If they cannot agree within the period stated in the executed agreement, either party may end the affected Services or this Agreement on written notice without penalty, with prepaid fees refunded pro rata.

7.8 Effect of ending. Client pays fees owed through the end date. Any refund of prepaid fees, and any early-termination amount, is as stated in the executed agreement. We stop all sends, hand over approved deliverables already paid for, and return or delete Client Content under Section 10. Sections 4, 5, 6.7–6.8, 7.8, and 9 through 16 survive.

8. No guarantee of coverage or results

We do not guarantee any press coverage, media placement, interview, pickup, search ranking, AI-answer mention, views, shares, followers, virality, or other result. The Services are not designed, priced, or measured to produce patients, admissions, referrals, leads, calls, or inquiries, and we do not track or promise them. Journalists, editors, platforms, and search engines decide what they publish, rank, or promote. Example reports and figures are illustrations only.

9. Content ownership and licensing

9.1 Client Content. Client keeps all rights in its stories, facts, trademarks, logos, photos, footage, building and property images, and data (“Client Content”). Client grants us a non-exclusive, royalty-free license during the term to use, copy, edit, translate, and transform Client Content (including through AI tools) only to provide the Services, and after the term only to keep approval records.

9.2 Footage and building images. Footage and photos of Client’s facilities that we or Client capture for the Services are Client Content once paid for. We will not use them for any other client or purpose. Client is responsible for permissions from landlords, neighbors, or others shown, and for making sure no patient, or anything that identifies a patient (faces, names, vehicles, charts, whiteboards), appears.

9.3 Deliverables. Once paid for, Client owns the final approved articles, news releases, scripts, podcasts, videos, and posts we deliver (“Deliverables”), and may use them in any medium during and after the term, except for the third-party and aiprdesk elements in Section 9.4.

9.4 Representatives, voices, and our tools. Our platform, software, desks, workflows, prompts, templates, stock representative roster, AI voices, music library, and press and media contact database (“aiprdesk Materials”) stay ours or our licensors’. Where a Deliverable includes a stock representative, AI voice, licensed music, or template, Client gets a non-exclusive license to use that Deliverable as delivered, for the term stated in the executed agreement, but may not extract the representative or voice or use it to make new content without us. Some elements come from third-party providers, including our avatar-video provider, and their terms apply.

9.5 Custom representative likeness. A custom representative based on a real person may be made only after that person signs the Avatar Likeness Consent and Release (Exhibit C). The person’s likeness belongs to them. We use it only for that Client’s approved content. If consent is withdrawn or this Agreement ends, we stop making new content with that representative. Deletion of the model is as stated in the executed agreement. Already-published Deliverables may stay up unless the person or Client asks to remove them, as stated in the executed agreement.

9.6 AI disclosure. AI-presented and AI-voiced content will carry an AI label where law or platform rules require it, including a small AI indicator in the corner of the video. Neither party will remove provenance markers. No representative or AI voice will pose as a real patient, a clinician or doctor, a public official, or a customer giving a testimonial. See the AI disclosure.

9.7 Portfolio. We may name Client as a client or show its work only with Client’s written permission.

10. Confidentiality and data

10.1 Each party will keep the other’s non-public business information (“Confidential Information”) confidential, use it only for this Agreement, and share it only with personnel, contractors, and service providers who need it and are bound by similar duties. Unapproved drafts are Client’s Confidential Information. How long this duty lasts is as stated in the executed agreement. Trade secrets are protected for as long as they remain trade secrets.

10.2 Confidential Information does not include information that is public through no fault of the receiver, already known to it, independently developed, or rightfully received from a third party. A party may disclose it when the law requires, after giving notice where allowed.

10.3 Client understands we use service providers (including AI, the website platform, and email providers) to perform the Services and that Client Content will be processed by them for that purpose. We handle personal information as described in our Privacy Policy.

10.4 After this Agreement ends, we will return or delete Client Content within the period stated in the executed agreement after a written request, except approval records kept for the period stated in the executed agreement and backups until they expire.

11. Our warranties and disclaimers

11.1 Each party has authority to enter into this Agreement.

11.2 We will perform the Services in a professional manner consistent with generally accepted standards for professional PR agencies.

11.3 EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED DRAFTS MAY CONTAIN ERRORS AND ARE SUBJECT TO CLIENT’S APPROVAL.

12. Indemnity

12.1 By Client. Client will defend, indemnify, and hold harmless aiprdesk and its owners, managers, employees, and contractors from third-party claims, fines, penalties, losses, and reasonable attorneys’ fees arising from: (a) Client Content or content Client approved; (b) any Patient Information Client or its staff sent us; (c) Client’s breach of Section 4 or 5; (d) Client’s violation of any healthcare, advertising, privacy, anti-kickback, patient-brokering, telemarketing, or email law; (e) missing licenses, certifications, consents, releases, property permissions, or authorizations; or (f) Client’s business operations, services, or patient care.

12.2 By us. We will defend, indemnify, and hold harmless Client and its officers and employees from third-party claims and reasonable attorneys’ fees arising from: (a) a claim that aiprdesk Materials (excluding Client Content and third-party elements Client chose) infringe a U.S. copyright or trademark; or (b) our publishing or sending content Client did not approve, or our gross negligence or willful misconduct.

12.3 Process. The protected party will give prompt notice and reasonable cooperation, and let the indemnifying party control the defense. No settlement may admit fault for the protected party without its consent.

13. Limitation of liability

13.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL.

13.2 Each party’s total liability under this Agreement is as stated in your executed agreement.

13.3 These limits do not apply to Client’s payment obligations, either party’s indemnity obligations, Client’s breach of Section 5, or a party’s gross negligence, willful misconduct, or fraud, except as stated in the executed agreement.

14. Insurance

Any insurance is as stated in your executed agreement. This template does not set coverage types or amounts.

15. Disputes

15.1 Governing law. Governing law is as stated in your executed agreement.

15.2 Venue, arbitration, and jury waiver. Venue, arbitration, and any jury waiver are as stated in your executed agreement.

15.3 Informal resolution first. Before filing suit (except for urgent injunctive relief or collection of unpaid fees), the parties will try in good faith to resolve the dispute for the period stated in the executed agreement after written notice.

16. General

16.1 Notices. Notices must be in writing and sent to the addresses in the Order Form, or through the contact form. A message counts if it is sent to the notice address listed there and is not returned.

16.2 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all of its business, or by us to an affiliate, with notice.

16.3 Subcontractors. We may use subcontractors and service providers and remain responsible for their work under this Agreement.

16.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including platform outages or changes to third-party services. This does not excuse payment.

16.5 Entire agreement; order of precedence. This Agreement, with its Schedules and Exhibit, is the entire agreement and replaces prior discussions and website statements about the same subject. If documents conflict, this order controls: Schedule B, this Agreement, the Order Form, then the website Terms. Changes must be in writing and accepted by both parties.

16.6 Language. This Agreement may be provided in the languages of the client’s plan. If the versions differ, the English version controls.

16.7 Other. If any term is unenforceable, the rest stays in effect. Failure to enforce is not a waiver. This Agreement may be signed electronically and in counterparts. Electronic signatures and click-acceptance are binding under the federal E-SIGN Act and the Florida Electronic Signature Act / Uniform Electronic Transaction Act (Fla. Stat. ch. 668).

Signatures

AIPRDESK LLC, d/b/a aiprdesk
By: Name: Title: Date:

Client legal name:
By: Name: Title: Date:

Schedule A — Order Form

Acceptance

☐ I have read and agree to the aiprdesk Master Services Agreement, including Schedules A and B and Exhibit C, on behalf of the Client named above, and I have authority to do so.

Client initials: Name: Title: Date:

Schedule B — Content and Compliance Rules

These rules apply to every Service and override anything else in the Agreement.

B1. No patient information. None in any input, upload, list, connection, export, photo, footage, or note. Account connections are limited to publishing access and aggregate results.

B2. Professionals only. Outreach lists contain only media contacts and professional contacts acting in their work roles. Never patients, prospective patients, alumni, or families.

B3. Hospital outreach and bed-availability updates. Where the Order Form includes them, each send is triggered and approved by Client (Client presses Send), is informational only (programs, services, general admission criteria, how professionals can make contact, availability “as of” a stated date and time), goes only to professional referral contacts Client selects (never to patients, prospective patients, families, or other consumers), contains no patient information, and offers nothing of value to anyone. No message may promise, imply, or ask for referrals in exchange for anything.

B4. Personalized representative update videos. Where the Order Form includes them, we create personalized representative videos and approved copy for professional contacts Client selects. Unless the Order Form says otherwise, we deliver the files, and Client sends them from its own system. We do not log into, export from, or store data from Client’s customer system.

B5. Email. Every commercial email identifies the sender, has a truthful subject line, includes a physical postal address and a working unsubscribe link, and opt-outs are honored within 10 business days (CAN-SPAM Act, 15 U.S.C. 7701 et seq.).

B6. Texts and calls. None, unless Client documents the consent required by the TCPA (47 U.S.C. 227) and the Florida Telephone Solicitation Act (Fla. Stat. 501.059) and it is added to the Order Form in writing.

B7. Truthful claims. No outcome, cure, or success-rate claims without written substantiation from Client. No “#1,” “best,” or comparative claims without substantiation. No false statements about location, licensing, insurance accepted, or availability.

B8. Reviews and testimonials. No fake, AI-generated, or purchased reviews or testimonials. No representative testimonials. No review gating. Material connections disclosed (FTC Act Section 5; 16 CFR Parts 255 and 465). Replies to online reviews never confirm or deny that anyone is or was a patient.

B9. AI labels. Representative and AI-voice content is labeled where required, including a small AI indicator in the corner. Provenance markers stay in place. No representative poses as a patient, clinician, doctor, or official.

B10. No paid placements or mass blasts. We do not buy advertising or sponsored placements, and we do not send a mass blast. Content we pitch to media is offered one-to-one as news, and editors decide independently whether to use it. If Client separately pays any outlet or platform to run content, that is outside the Services, and Client is responsible for labeling it as paid or sponsored as the law requires.

B11. No misdirection. No unbranded sites, hidden links, or code that steer people to Client without saying who is behind them.

B12. Crisis statements. Drafts only. Nothing is released without Client Approval.

B13. No political content through our representatives.

B14. No scripts or lead lists for sale. We do not sell call, sales, or intake scripts, and we do not provide lead lists, consumer contact lists, or referral sources.

B15. Verified senders. Every email goes out from a verified sender on an authenticated domain (for example, with SPF, DKIM, and DMARC in place), one-to-one to recipients chosen with Client.

Exhibit C — Representative likeness consent and release

I, , at (the client), agree as follows:

1. Permission. I allow AIPRDESK LLC, doing business as aiprdesk, and its avatar-video provider to record and use my image, video, voice, and likeness (“Likeness”) to create an AI representative and AI voice (“My Representative”) that presents content for the client named above only.
2. Approval. My Representative will only say scripts that the client has approved. Review before publication: ☐ Yes ☐ No. My Representative will be labeled as AI where required, including a small AI indicator in the corner, and will not make clinical statements or give testimonials.
3. No other use. My Likeness and My Representative will not be used for any other client or sold. Any limit on using the likeness to train models is as stated in the executed agreement and the provider’s terms.
4. Pay. ☐ This consent is given as part of my job and I will receive no separate payment. ☐ Other payment, if any, is as stated in the executed agreement.
5. Withdrawal. I may withdraw this consent for future content at any time by writing to the client and through the aiprdesk contact form. Retirement of My Representative is as stated in the executed agreement. Content published before withdrawal may stay up unless I ask for its removal and the client agrees, as stated in the executed agreement.
6. Ending. This consent ends automatically when my employment with the client ends, unless I agree otherwise in writing.
7. Release. I release aiprdesk and the client from claims about uses of My Representative that follow this consent.

Signature: Date: