Cell.Marketing terms and conditions:

For the sake of these terms and conditions; Cell.Marketing is the CONTRACTOR, and entity receiving services rendered is the CLIENT.

Joint Responsibilities:

During the set up, and throughout the entire project, any issues of dissatisfaction are to be communicated immediately. The lack of articulation of any negative issue by either party will be an articulation of satisfactory fulfillment of all commitments up to that point in the implementation of the project. The Client Contact is responsible for internal scheduling, reasonable access to key personnel, on-site administrative support, and reasonable access to past and current documentation that would aid the project. CONTRACTOR would sign all required nondisclosure and confidentiality agreements, and would provide all administrative support off-site. We agree to immediately appraise each other of any intelligence or findings that would impact the success of the project so that rapid action could be considered.

Ownership rights, licensing, and use of any materials or intellectual property created for or during an engagement continue to be the property rights of CLIENT.  CONTRACTOR contracts state that to the best of our knowledge any materials or intellectual property created are original and do not infringe upon the intellectual property rights of others.  Formal change of management procedures including one point of contact agreed upon at initial start up meeting.


Cell.Marketing Creative Process:

1) CONTRACTOR creates the product based on the information provided by client.

---> Client will meet with CONTRACTOR to walk through site and list changes (45-60 minute meeting).

2) CONTRACTOR will adjust the "look and feel" of the product as requested within 14 days.

---> Client will confirm that the functionality/"look and feel" of the finalized product is complete. Any changes will be reviewed in one final adjustment session and all change requests will be submitted and complete during this 2nd product review session.

3) CONTRACTOR will run the final payment when the 2nd review session adjustments are complete.

---> CONTRACTOR will provide links to train client on how to keep the product current (as applicable).


"Nature of the Industry" CONTRACTOR standards:

Due to the phenomenally fluid nature of our industry, we reserve the right to change or remove any product at any time without notice. If we have received any payment for a service that we change before being sold to the client, we will reassess the decision for moving forward with the client and adjust or refund up to the entire amount paid. Ongoing pricing is listed in monthly costs. Our frequencies are based on a 12 week quarter and a 5 day week.


Terms of Acceptance:

Any additional or separate obligations must be agreed to in writing, and signed by both parties. No employee, representative, or associate can be employed or contracted by or with Client at any time within five (5) years of their last day of employment or contracted status with CONTRACTOR. Your signature below indicated acceptance of this proposal and the terms and conditions herein. Alternatively, your initial payment per the terms of above will also represent acceptance of this proposal. All parties involved agree to mediation for any legal dispute that may arise. All agreements will auto-renew for an additional term unless 60 days notice is given prior to the expiration date of the previous term. The term will begin on the first month that the monthly services begin.


Business Expenses:

It is recognized and agreed that in connection with the services to be performed for CLIENT, CONTRACTOR may be obligated to expend money for travel or other business expenses, including telephone expenses. CONTRACTOR shall be solely liable and responsible for reimbursement of same, and shall indemnify and hold CLIENT harmless from claims made by any entity for reimbursement for such expenses incurred.


Confidentiality and Non Disclosure:

In future discussions and business between CONTRACTOR and CLIENT, it will be necessary for CONTRACTOR to receive from CLIENT financial information and other documents considered proprietary and confidential. With a desire to keep such information maintained in confidence, it is hereby agreed as follows: CONTRACTOR agrees not to disclose Confidential Information provided by CLIENT to any third party (except as set forth below). “Confidential Information” is defined as any information or documentation, financial or otherwise, disclosed by CLIENT to CONTRACTOR, with the exception of the following, which are not considered confidential information: (a) information that was known by CONTRACTOR prior to being disclosed by CLIENT; (b) information that becomes publicly available through no wrongful act of CONTRACTOR; (c) information that is independently developed by CONTRACTOR; or (d) information that is approved for release by written authorization of CLIENT. The parties hereby agree that the Confidential Information will be used solely for the purposes of business evaluation and consulting and that the Confidential Information will be kept confidential by each of the parties, provided, however, that (i) any of the confidential information may be disclosed to directors, officers, employees, representatives, financial advisors and attorneys of each of the parties, any of whom need to know such information for the purpose of business evaluation and consulting (it being understood that all parties will be informed of the confidential nature of the information); and (ii) any of the Confidential Information may be disclosed if required by legal process or by operation of applicable law. If CONTRACTOR is required by legal process or by operation of applicable law to disclose any Confidential Information, it is agreed that CONTRACTOR will provide CLIENT with prompt notice of such request so that CLIENT may seek an appropriate protective order and/or waive compliance by and with provisions of this Agreement. CONTRACTOR acknowledges that: (a) compliance of this Agreement is necessary to protect the good will of CLIENT; (b) a breach of this Agreement will irreparably and continually damage CLIENT; and (c) an award of money damages will not be adequate to remedy such harm. Consequently, CONTRACTOR agrees that, in the event of a breach, CLIENT shall be entitled to both: (1) a preliminary or permanent injunction in order to prevent the continuation of such harm; (2) money damages, insofar as they can be determined, including, without limitation, all reasonable costs and attorney’s fees incurred by CLIENT in enforcing the provisions of this Agreement. Nothing in the Agreement, however, shall prohibit CLIENT from also pursuing any other remedies. The laws of the State of Colorado shall govern this Agreement.


Property Rights of the Parties:

All records of the accounts of customer of CLIENT whether procured through the efforts of CLIENT or learned by CONTRACTOR from CLIENT shall be the exclusive property of CLIENT. All records of the accounts of customer of CONTRACTOR existing at the time of this Agreement, procured through the efforts of CONTRACTOR, or learned by CLIENT from CONTRACTOR shall be the exclusive property of CONTRACTOR. CONTRACTOR agrees that all names and addresses of CLIENT’s customer constitute trade secrets of CLIENT and that the sale or unauthorized use or disclosure of any of CLIENT’s trade secrets obtained by CONTRACTOR during the term of this Agreement constitutes unfair competition. CONTRACTOR agrees and promises not to engage in any unfair competition with CLIENT. CONTRACTOR shall not directly or indirectly make known to any person, form or corporation the names or addresses of any of the customers of CLIENT or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit or take away any of the customers of CLIENT on whom CONTRACTOR called on or with whom CONTRACTOR became acquainted with, or the names and addresses of which CONTRACTOR learned, saw, or became familiar or acquainted with, during the term of this Agreement, either on behalf of CONTRACTOR, or for any other person, firm or corporation. During the term of this Agreement, CONTRACTOR will have access to and become acquainted with various trade secrets, consisting of formulas, patters, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by the CLIENT and regularly used in the operation of CLIENT’s business. All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of CLIENT, whether they are prepared by CONTRACTOR or come into CONTRACTOR’s possession in any other way and whether or not they contain or constitute trade secrets owned by CLIENT, are and shall remain the exclusive property of CLIENT. CONTRACTOR shall not misuse, misappropriate, or disclose any of the trade secrets described herein, directly or indirectly, either during the term of this Agreement or at any time thereafter.


Errors and Omissions Indemnification:

Limiting Damages: CONTRACTOR cannot be sued for an amount greater than the money received from CLIENT for the specific services rendered. CONTRACTOR can in no way be held liable or responsible for any lost profits. The only amount allowed to be included are the specific costs paid for that specific service from CLIENT to CONTRACTOR in the current term of the agreement.


Demands and Permissions:

Due to the nature of the industry services are performed within; there are multiple standards, options, preferences, concepts, and/or requirements of which the decision to include, purchase, ignore, and/or create are at the sole discretion of CLIENT. Whether the CONTRACTOR has communicated the option or not has no bearing on the fact that the CLIENT indemnifies and holds the CONTRACTOR harmless of any and all harm, and/or un-pleasantries experienced by CLIENT. CLIENT, likewise, is not required to accept any proposals or recommendations of CONTRACTOR as it relates to services rendered.




Errors and Omissions:

Despite the fact that great effort is given to represent CLIENT in an excellent and professional manner, CLIENT will not sue CONTRACTOR for any errors and/or omissions made by CLIENT or CONTRACTOR. CLIENT also agrees that any and all representative of CONTRACTOR are held under the same protection as CONTRACTOR in this agreement.


General Provisions

Entire Agreement: This Agreement supersedes any and all other agreement, either oral or in writing, between the parties hereto with respect to the agreement between CONTRACTOR and CLIENT, and contains all of the covenants and agreements between the parties with respect to any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties hereto.


Cancel for Convenience:

If client terminates this agreement for convenience before the contract expiration date, they will be liable for the entire monthly recurring charges for the remaining months in the term as well as any unpaid balance at the time of cancellation.Modifications: Any modifications of this Agreement will be effective when delivered in the monthly assessment email. A lack of response by CLIENT to any modification of services to be rendered communicated on the monthly adjustment of services to be rendered email will communicate an agreement to the revised scope of work.


Any modifications of this Agreement will be effective when delivered in the monthly assessment email. A lack of response by CLIENT to any modification of services to be rendered communicated on the monthly adjustment of services to be rendered email will communicate an agreement to the revised scope of work.



The failure of either party to insist on strict compliance with any of the terms, covenant, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.


Partial Invalidity:

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.


Governing Law:

This Agreement shall be governed by the laws of the State of Colorado. Conflict Resolution: In the event of a dispute, the parties to this contract shall have every legal opportunity to seek redress in the courts. In the event a court finds a party at fault, the party at fault will be responsible for all legal fees of the prevailing party.