Terms of Service

1. Acceptance of terms

These Terms of Service ("Terms") describe the agreement between you and Thorli ("Thorli," "we," "us"), the working brand of a US dental marketing agency founded by Karen Martin in 2026. Formal US entity registration is in progress; the registered entity will assume and be bound by these Terms upon registration, with the registered name and governing-law state confirmed in writing to every client at engagement signing. These Terms apply when you (a) use thorli.com, (b) submit a form on this site, or (c) engage Thorli to provide services under a separate written engagement letter. If you do not agree to these Terms, do not use the site or engage us.

If a signed engagement letter conflicts with these Terms, the signed agreement controls.

2. Services

Thorli provides marketing services to U.S. dental practices, including but not limited to: search engine optimization (SEO), answer engine optimization (AEO), local search optimization, content production, technical website audits, schema implementation, Google Business Profile optimization, and analytics setup. Specific deliverables, timelines, and fees are set in each client's engagement letter.

We are a marketing services agency. We are not a healthcare provider, are not a Covered Entity under HIPAA, and do not give medical, legal, or tax advice.

3. Accounts

thorli.com does not currently require an account. If we introduce client dashboards or portals in the future, those will be governed by additional terms presented at signup.

4. Fees and payment

• Retainers are billed monthly in advance, due on the first of the month.
• Project fees are billed 50% on signing and 50% on delivery, unless the engagement letter says otherwise.
• Payment methods: ACH (preferred, no fee) or credit card via Stripe (3% surcharge).
• Late payments: invoices unpaid 15 days past due accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. We may pause work on accounts 30+ days past due.
• Taxes: fees do not include applicable sales or use taxes, which are your responsibility.
• Refunds: retainer fees are not refundable once the month has begun, because the work is done in real time. Unused project deposits for work not yet performed are refundable on termination.

5. Cancellation and termination

Per our Bill of Rights (Schedule A), every Thorli engagement is month-to-month. Either party may terminate with 30 days written notice for any reason or no reason. There is no termination fee, no buyout, and no penalty for leaving. Fees earned through the termination date remain due.

We may terminate immediately for material breach (including non-payment, fraud, or unlawful activity) with written notice.

6. Asset ownership

This is the heart of our Bill of Rights. We will say it three ways so there is no confusion:

• Your domain stays yours. It is registered in your name, in your registrar account.
• Your Google Business Profile, Google Search Console, Google Analytics, and any other marketing platform accounts stay yours. Registered to your business, with your billing.
• The content, schema, code, images, and structured data we produce for your site become yours on payment. We assign all rights, title, and interest to you, free and clear.

On termination, we will transfer all access, export all data we hold for you, and remove our access from your accounts within 10 business days. We will not hold any account, password, or asset hostage. Ever.

7. Intellectual property

While the deliverables we produce for you are yours, certain underlying assets remain Thorli's:

• Our proprietary audit methodology, scorecards, and frameworks.
• Our internal dashboards, scripts, and software.
• The Thorli name, logo, and brand assets.
• Aggregate, anonymized benchmark data drawn from across our client base.

You receive a non-exclusive, non-transferable license to use these for the duration of your engagement. The license ends when the engagement ends.

8. Confidentiality

Each party agrees to keep the other's non-public information confidential and to use it only to perform under this agreement. This obligation lasts for 3 years after the engagement ends. Patient information (PHI) is governed separately by our Business Associate Agreement and has no expiration on confidentiality.

9. Acceptable use

You may not use Thorli services to:

• Publish content that is false, deceptive, defamatory, or violates the FTC Endorsement Guides, ADA Code of Ethics, or state dental board advertising rules.
• Engage in spam, scraping, or other practices that violate the CAN-SPAM Act, TCPA, or applicable email/SMS regulations.
• Make medical claims that are not substantiated, including before/after photos used without patient consent.
• Infringe anyone else's intellectual property.

If you ask us to do something in this list, we will say no and explain why. Repeated requests are grounds for termination.

10. Disclaimers

SEO and AEO results depend on factors outside our control, including but not limited to search engine algorithm changes, AI model behavior, your competitive landscape, your practice's reviews and reputation, your website's technical foundation, and your responsiveness to leads. We do not guarantee any specific ranking, traffic level, lead volume, conversion rate, or revenue outcome.

Anyone who guarantees you a #1 ranking on Google or a specific number of patients is either inexperienced or dishonest. We will not.

The site and our services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or loss of goodwill.
• Each party's total liability for any claim arising out of or related to this agreement is capped at the amount of fees paid by you to Thorli in the three (3) months immediately preceding the event giving rise to the claim.

These limits do not apply to: (a) breaches of confidentiality, (b) indemnification obligations, (c) a party's gross negligence or willful misconduct, or (d) HIPAA breaches caused by the breaching party.

12. Indemnification

Each party will defend, indemnify, and hold harmless the other from and against third-party claims arising out of:

• Its own breach of these Terms.
• Its own gross negligence or willful misconduct.
• Its own violation of applicable law.

You will additionally indemnify Thorli against claims arising from content, photos, claims, or assertions you instruct us to publish on your behalf.

13. Governing law and venue

These Terms will be governed by the laws of the U.S. state in which Thorli is formally registered, without regard to its conflict of laws principles. The registration state and the dollar threshold above which disputes proceed to state court rather than to arbitration will be confirmed in writing to every client at engagement signing, once entity registration completes. Until then, the parties agree to negotiate in good faith and proceed to mediation before any court action.

14. Dispute resolution

Before filing any claim, the parties agree to negotiate in good faith for at least 30 days, with senior representatives from each side meeting at least once (video conference is fine). If the dispute is not resolved, and is below the dollar threshold designated in the engagement letter, it will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, by videoconference (or in person at the JAMS office nearest Thorli's registered office, once registration completes). Judgment on the award may be entered in any court of competent jurisdiction.

Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law. Class actions and class arbitrations are waived.

15. Notice

Notices to Thorli must be sent to legal@thorli.com with a copy to hello@thorli.com. Notices to you will be sent to the email address on your most recent engagement letter or invoice. Notice is effective on receipt (email read receipt or reply) or 3 business days after sending, whichever is earlier.

16. Force majeure

Neither party is liable for delays or failures caused by events outside its reasonable control (natural disasters, pandemics, war, internet or utility outages, government action). The affected party will notify the other and use reasonable efforts to mitigate.

17. Severability

If any provision of these Terms is found unenforceable, the rest remain in effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

18. Assignment

You may not assign these Terms without our prior written consent. We may assign them to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

19. Entire agreement

These Terms, together with any signed engagement letter, Business Associate Agreement, and the documents referenced (including the Privacy Policy, HIPAA Notice, and Bill of Rights at Schedule A), are the entire agreement between the parties on this subject and supersede all prior discussions and writings.

Schedule A — The Thorli Bill of Rights

Every Thorli engagement is governed by these commitments, which are incorporated by reference into every signed engagement letter:

1. Your domain is registered in your name, in your registrar account.
2. Your Google Business Profile is owned by you, not by us.
3. Your Search Console, Analytics, and ad accounts are owned by you.
4. All content, schema, and code we produce becomes yours on payment.
5. Engagements are month-to-month with 30 days notice. No annual lock-in.
6. No termination fee. No buyout. No penalty for leaving.
7. On termination, we transfer everything within 10 business days.
8. We will sign a Business Associate Agreement before any PHI is shared.
9. We do not guarantee specific rankings or lead volumes.
10. We will tell you when something we tried did not work, before you ask.

20. Contact

Questions about these Terms: legal@thorli.com.