Retainer Program Agreement


Elevate5 - JoDee Mittlestadt & Cara Christenson This Agreement is between Elevate5, a Colorado partnership with an address at PO Box 374, Rye, Colorado (“Elevate5”, “us” or “we”) and a(n) (i.e. Corporation, Limited Liability Company, Sole Proprietorship, etc.) with an address at (“Client” or “you”). Thank you for choosing Elevate5! This document creates a contract between us, Elevate5 and you, describing what you can expect from us, what we need from you, and other understandings about our relationship with you. You agree that we may change these terms and conditions, at any time, by giving you notice of the new terms. Your continued use of our services is your consent to such modifications. You represent to us that you are authorized to enter into this Agreement on behalf of any organization you work for. This Agreement sets forth the general terms and conditions of Retainer packages made available by Elevate5 (collectively, the “Services”). By obtaining, using, and/or paying for the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to utilize or access the Services. Elevate5 and the Client wish to discuss and exchange certain information related to business, products, applications, design, systems, components, technologies and other sensitive information items, which the parties hereto consider highly confidential and proprietary.

1. Purpose of Agreement

Client desires to retain Elevate5 as an independent contractor to perform various web design, web development, graphic design, copywriting, and/or strategic planning services (the “Services”). Elevate5 is ready, willing and able to undertake the Services and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:


2. Payment

Client shall pay Elevate5 the agreed upon monthly fee associated with the Client’s chosen level of service, prior to the commencement of work by Elevate5. This total is noted in the recurring monthly invoice sent to the client each month. A credit or debit card is required to be on file in our secure online accounting app. The card on file will be auto-charged the amount due on the first of every month and will cover the Services for the associated time period. If Client initially signs up after the first of any given month the amount due for the current month will be charged on the signup date and subsequent payments will be charged on the first of every following month. Elevate5 has sole discretion on whether to pro-rate the initial month of services. Any payments received by Elevate5 are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise. Upon Client cancellation, Elevate5 will continue to provide services for the period that the final payment covers, and will halt future charges. Any billable hours accrued in excess of the Client’s retainer hour maximum will be estimated and sent to Client; with Client approval, additional billable hours will then be billed separately. Elevate5 will notify the Client when the maximum hours are being approached. Client may choose to cease work until the Retainer plan’s renewal the first of the month of the following three-month period to avoid overage charges.


3. Extent of Services

Elevate5 shall perform and complete the Services and the tasks that Elevate5 deems related and necessary. Elevate5 holds the sole discretion over what specific tasks fall within the scope of the Services. Included in the scope of services:
  • Copywriting (excluding writing on highly-specific subject matters outside Elevate5's expertise, as decided by Elevate5)
  • Graphic design
  • Web maintenance, web updates, and web design edits
  • Web development (excluding coding advanced functions as decided by Elevate5. For example, functions such as ecommerce, membership software integration, etc.)


4. Requirements

  • Must be a current Elevate5 client
  • Sign-up for a twelve-month retainer program minimum
  • Available hours are active for a three-month period and must be used each three month period. Hours do not roll over to the next three month period.
  • Additional hours beyond the retainer and are available to the client to be added on at $90/hour, or client can select to enter a larger retainer package to secure the most significant savings.


5. Payment of Elevate5's Costs

Should Customer request Elevate5 staff member's physical presence away from Elevate5's regular place of business for engagement in the performance of services under this Agreement, Client shall reimburse Elevate5 for all reasonable travel and living expenses necessarily incurred by Elevate5 while away from Elevate5's regular place of business and engaged in the performance of services under this Agreement. This is in addition to the agreed upon fees listed in “Payment”. Elevate5's place of business is defined as a 40 mile radius from the Elevate5 staff member's primary address. Client agrees to reimburse Elevate5 for any of the following expenses necessary in completion of the Services: Advertising Costs, Software License Fees, Code Licenses, Plugins, Shipping, Purchase of Printing, Purchase of Fonts or Photography, or Purchase of Domains, etc... subject to prior approval by Client. Elevate5 may include, at their discretion, some code license and plugin fees in the cost of the plan.


6. Elevate5 an Independent Contractor

Elevate5 is an independent contractor, and neither Elevate5 nor Elevate5 staff is, or shall be deemed, Customer’s employees. In its capacity as an independent contractor, Elevate5 agrees and represents, and Client agrees, as follows:
  • Elevate5 has the right to perform services for others during the term of this Agreement subject to non-competition provisions set out in this Agreement, if any.
  • Elevate5 has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
  • Elevate5 has the right to perform the services required by this Agreement at any place or location and at such times as Elevate5 may determine.
  • Elevate5 will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Elevate5's work must be performed on or with Client's computer or existing system.
  • The services required by this Agreement shall be performed by Elevate5, or Elevate5’s staff, and Client shall not be required to hire, supervise or pay any assistants to help Elevate5.
  • Elevate5 is responsible for paying all ordinary and necessary expenses of its staff.
  • Neither Elevate5 nor Elevate5’s staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
  • Neither Elevate5 nor Elevate5’s staff shall be required to devote full-time to the performance of the services required by this Agreement.
  • Client shall not provide insurance coverage of any kind for Elevate5 or Elevate5’s staff.
  • Client shall not withhold from Elevate5’s compensation any amount that would normally be withheld from an employee’s pay.


7. Cancellation/Termination

  • 7.1 Contract Start and Renewal. This Agreement will begin when accepted by both parties and Elevate5 has received the payments specified in the invoice. The Retainer Program services will automatically renew each quarter or three month period. To cancel, after the 12-month retainer minimum is achieved, client can send an email request to hello@elevate5.com. Cancellation requests must be received prior to the 1st of the month (Mountain Time) prior to the beginning of the next quarter or three-month period if Client wishes to no longer engage the Services.
  • 7.2 Payments Upon Cancellation. Any payments received by Elevate5 are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise, of fees already paid, even for the month in which the cancellation occurred. Upon Client cancellation, Elevate5 will continue to provide services for the agreed upon three-month period. Client agrees to complete payment in full through the end of their final three-month period. For example, if a Client submits a cancellation request in the middle of a three-month period, the Client will complete payment for the remaining amount due for that period. Elevate5 would continue to provide the Services through the end of the three-month period, after which the agreement would cease.
  • 7.3 Termination for Breach. Either party may, upon giving written notice to the other party, terminate this Agreement effective immediately if: (a) the other party breaches any material provision of this Agreement and the breach is not remedied within thirty (30) days of the party’s receipt of such notice; (b) the other party terminates or suspends its business, becomes subject to any bankruptcy, receivership or insolvency proceeding under Federal or state statute, or becomes subject to direct control by a trustee or similar authority; or (c) an account is found to run persistent connections with the MySQL Database Server.


8. Confidential Information

Neither party shall use for its own benefit, nor disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other. Each party shall secure and protect the other party’s Confidential Information in a manner consistent with the precautions such party takes to protect its own confidential information, which shall in no event be less than the exercise of reasonable care. “Confidential Information” means all non-public information provided by one party to the other except for information that: (a) was known to a party before it obtained the information from the other; (b) is or becomes generally known to the public through no act or omission of the receiving party; (c) was disclosed to a party by a third party having a bona fide right to possess and disclose the information; or (d) is required to be disclosed by a legal or regulatory proceeding or order, provided that one party notifies the other in writing of any such requirement before disclosing such Confidential Information, and allows such other party to seek a protective order or other appropriate remedy. Upon the request of either party or upon termination of the Agreement, each party will return the other party’s Confidential Information. This section will survive the termination of this Agreement.


9. Ownership and Intellectual Property Rights

  • 9.1 Client Materials. Client will retain all right, title and interest in and to all Client trademarks, service marks and other materials provided by Client to Elevate5. Client hereby grants Elevate5 a license to use, reproduce, display and distribute Client’s marks and materials as necessary to perform the services. This paragraph will survive the termination of this Agreement.
  • 9.2 Third Party Materials. Client is solely responsible for obtaining rights to photos, music, content, graphics and other materials owned by third parties. This paragraph will survive the termination of this Agreement.
  • 9.3 Elevate5 Materials. Elevate5, or its licensors retains all right, title and interest in and to all Elevate5 software, source code, processes and procedures, website code and other Elevate5 materials. Client agrees that it shall not use Elevate5’s Materials for any purposes beyond the website developed by Elevate5 for Client. This paragraph will survive the termination of this Agreement.


10. Indemnification

Client will indemnify and hold Elevate5 and its respective directors, officers, employees and agents harmless from and against any and all claims arising from Elevate5’s use of information, photos, logos, trademarks and other materials provided by Client for use on the Client website and breach of the terms of this Agreement by Client. This paragraph will survive termination of this Agreement.


11. Warranty and Limitation of Liability

Elevate5 will perform the services in a good and workman like manner. There are no other warranties either express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose. Elevate5 does not warrant that the services will be uninterrupted or error free or that the services are free from viruses or other harmful components. Elevate5 does not provide regulatory or legal review services. Client acknowledges that Client is solely responsible for addressing legal and regulatory body compliance, including but not limited to, Client product compliance with applicable laws and trademark clearances. Client is solely responsible for determining whether or not Client wants the website to be ADA compliant. Elevate5 makes no warranty of merchantability, or fitness for a particular purpose. In no event will Elevate5 be liable for any direct, indirect, special, punitive or consequential damages. In the event the foregoing limitation is ineffective, Elevate5’s total damages hereunder may not exceed the amount paid by Client for the website. This paragraph will survive the termination of this Agreement.

SIGNATURES

IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have executed this Agreement on the date first set forth above.

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Signed by Cara Christenson
Signed On: March 1, 2021


Signature Certificate
Document name: Retainer Program Agreement
lock iconUnique Document ID: f76da2637a10d39256f91811aa342beb3418ecee
Timestamp Audit
January 28, 2019 2:04 pm MSTRetainer Program Agreement Uploaded by Cara Christenson - hello@elevate5.com IP 209.236.90.244, 127.0.0.1
October 20, 2020 11:28 am MSTElevateFive Admin - admin@elevate5.com added by Cara Christenson - hello@elevate5.com as a CC'd Recipient Ip: 209.236.83.11, 127.0.0.1