Legal Details

:  Misc. out-of-pocket expenditures will be billed separately.  These items may include but are not limited to additional couriers, copies, long distance phone calls, or other items pertaining to misc. details of campaign. If expenditures are anticipated to exceed $100.00 for any one item, Chelsea & Rachel will obtain written budget approval in advance before proceeding with the expenditure.  These expenses will be submitted on a monthly basis and included as a line item with each regular monthly invoice.

Billing: Phase Invoices will be issued by Chelsea & Rachel by or before the date listed for the phases of every month and are due within 15 days.  Additional projects in production or miscellaneous will be issued on a weekly itemized basis and all invoices are also due net 15.

The first payment will be invoiced upon execution of this contract.

Payment terms are offered for the financial convenience of the client. Signing this agreement is acceptance of the total price and a contract and any future production billings to pay for each project at the total price.  Invoices marked 35 days late will be assessed 3% late fee on the remaining balance until the balance is paid in full.  Invoices marked 60 days late will be assessed 10% late fee on the remaining balance until the balance is paid in full.  Invoices marked 90 days late will be assessed 15% late fee on the remaining balance until the balance is paid in full. All unpaid balances and late fees will compound monthly until the balance is paid in full.

In the event of collections actions taken by Chelsea & Rachel, the client will be held liable for collections fees, including but not limited to filing fees, interest, and legal fees.



Term and Termination

Term: This agreement shall be valid as of the date signed by both parties below and continue in force for a period of 3 months, unless terminated earlier in accordance with the provisions in the Termination clause below. Provided that Client is not in breach of this Agreement and notifies Chelsea & Rachel of its intention to cancel at least thirty (30) days prior to the expiration of the initial or any successive term. 

Termination:  Either party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other party.  Because of the advance booking of individual projects or campaigns once work has begun on these items they may not be cancelled and will be due in full.

Effect of Termination: The termination or expiration of this Agreement shall not affect the rights of the parties with respect to any obligations arising under this Agreement prior to such termination or expiration.  Upon the expiration or termination of this Agreement for any reason, Chelsea & Rachel shall immediately and forever cease from using the creative, Advertisements, Client Content and Client’s marks, and shall promptly destroy or return to Client all materials relating thereto.  Termination of this Agreement will not relieve you from your obligation to make payment for services already performed or services ordered which may not be canceled.

Confidentiality: The parties agree to hold in the strictest confidence, not to use, and not to disclose any Confidential Information (later defined) without the prior written authorization of the other party. Chelsea & Rachel shall require its employees, agents, representatives and independent contractors to hold such Confidential Information in trust and confidence as set forth herein. For the purposes of this Agreement, “Confidential Information” shall mean any business information, member information, technical data, trade secrets, know-how and confidential information, including, but not limited to, research, product plans, products, services, partner technology, designs, drawings, engineering, hardware configuration information, and proprietary marketing, financial, or other business information, except as and to the extent (a) such Confidential Information is or becomes publicly known by means other than direct or indirect disclosure by receiving party, or (b) the receiving party can document that such Confidential Information was known to it at the time of this Agreement. Client shall retain sole ownership of Confidential Information that is developed or disclosed during the term of this Agreement. Chelsea & Rachel shall not obtain any right in or to such Confidential Information.

The provisions of this paragraph shall survive the expiration or termination of this Agreement, irrespective of the reasons therefore.


Modification of This Agreement: This Agreement may only be modified or amended if both Chelsea & Rachel and Client agree such change in writing.

Attorney Fees: If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorney fees incurred in preparation or in prosecution or defense of such suit or action, and if any appeal is taken from the decision of the trial court, reasonable costs and attorney fees.

Entirety of Agreement: This Agreement governs all terms and conditions of your future purchase(s) from Chelsea & Rachel. This Agreement supersedes and replaces any verbal or written understandings, discussions or correspondence, which occurred on or before the date of this Agreement.

Governing Law: the laws of the United States and the state of Colorado shall govern This Agreement. Venue for any disputes, which may result from this Agreement, shall be in the courts of the County of Montezuma, Florida, in the United States of America.

Notices:  Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, at the time of receipt if by telegram, telex, facsimile or similar means of communication, or five (5) days after mailing when deposited in the United States mail, first class postage prepaid addressed to the parties at the addresses set forth at the end of this Agreement or to such other addresses and facsimile numbers as either the parties hereto may from time to time in writing designate to the other party hereto.

Relationship of Parties: Chelsea & Rachel and Client are and intend to remain independent parties. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representatives or warranties, to accept service or process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

Waiver:  No purported waiver by either party of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or any subsequent breach of the same or any other provision hereof, nor shall either party’s continued dealing with the other party following a breach of any provision hereof be deemed to be a waiver of such or any other breach.

Severability:  Any provision of this Agreement which may be prohibited by or otherwise held invalid under such laws shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective any or all of the remaining provisions of this Agreement.

Assignment:  Neither party may assign or otherwise transfer any rights under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, Client may assign both its rights and obligations of this Agreement to the surviving corporation in any merger or consolidation to which it is a party of to any party that acquires all or substantially all of its capital stock or assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns. All legal agreements located on are agreed to by signing this agreement.