We process your personal information for a variety of reasons, depending on how you interact with our Services, including:
| Category | Examples | Collected |
A. Identifiers | Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address, and account name | YES |
B. Personal information categories listed in the California Customer Records statute | Name, contact information, education, employment, employment history, and financial information | YES |
C. Protected classification characteristics under California or federal law | Gender and date of birth | YES |
D. Commercial information | Transaction information, purchase history, financial details, and payment information | NO |
E. Biometric information | Fingerprints and voiceprints | NO |
F. Internet or other similar network activity | Browsing history, search history, online behavior, interest data, and interactions with our and other websites, applications, systems, and advertisements | YES |
G. Geolocation data | Device location | YES |
H. Audio, electronic, visual, thermal, olfactory, or similar information | Images and audio, video or call recordings created in connection with our business activities | NO |
I. Professional or employment-related information | Business contact details in order to provide you our Services at a business level or job title, work history, and professional qualifications if you apply for a job with us | NO |
J. Education Information | Student records and directory information | NO |
K. Inferences drawn from other personal information | Inferences drawn from any of the collected personal information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | YES |
| L. Sensitive Personal Information | NO |
THIS CONSULTING SERVICES AGREEMENT ("Agreement”) is made and entered into on this day, by and between | (“Client”) and JELY Marketing, LLC., a Florida Limited Liability Company (“JELY”), collectively the (“Parties”).
For valuable consideration, Client and JELY agree:
1. Services. The consultant will, in accordance with the terms of this Agreement, perform the services described in Exhibit A in a workmanlike manner consistent with the standard of care and professionalism customary to its peers. (“Services”).
2. Term. This Agreement will commence on the Effective Date and will continue until terminated as provided herein. (“Term”). Any Services outlined in Exhibit A will commence on the date provided in Exhibit A and JELY’s obligation to perform Services addressed in Exhibit A will terminate as provided in Section 25.
3. Fees & Payments. The Client agrees to pay JELY for the Services in the amount described in Exhibit A, in accordance with the provisions of the Fee Schedule. JELY will invoice the Client in accordance with the payment structure agreed upon in Exhibit A. Client acknowledges that no separate setup fees apply; Services will commence upon payment of the first month’s management fees. In addition, Client agrees to pay JELY the agreed-upon percentage or rate of Client’s monthly managed paid marketing ad spend (the “SEM Management Fee”), as further detailed in Exhibit A.
JELY shall invoice Client in accordance with the schedule in Exhibit A. Except as otherwise agreed upon, Client will pay JELY’s invoices, in full, within thirty (30) days of receipt. In the event payment is not made within thirty (30) days of payment due date, a late fee of one and one-half percent (1.5%) per month, or the legal maximum if less, will accrue on past due invoices unless Client notifies JELY of a billing dispute in writing prior to the payment due date. Client agrees to reimburse JELY for all reasonable costs and expenses (including attorney fees) incurred in collecting any past due amounts.
By default, Client will be enrolled in automatic billing (“Auto Bill Pay”), in which all fees will be charged to the payment method designated by Client on the applicable due date each month. The first Auto Bill Pay charge will occur upon the commencement of Services, and subsequent payments will recur monthly on the same calendar date. By enrolling in Auto Bill Pay, Client authorizes JELY to automatically charge all fees due under this Agreement to the designated payment method until such authorization is revoked in writing. JELY will provide a receipt for each transaction. Client may opt out of Auto Bill Pay at any time by providing at least fifteen (15) days’ prior written notice before the next payment date. Client may also remit payment via ACH or through JELY’s designated payment portal.
Client acknowledges and agrees that all fees are non-refundable and shall not be prorated or subject to any type of apportionment for partial months of Services. If Client believes an invoice is incorrect, it must notify JELY in writing before the payment due date, specifying the nature of the dispute. The Parties agree to work in good faith to resolve the dispute. Client shall not initiate chargebacks or otherwise withhold undisputed amounts.
4. Budgets. Monthly spend can be increased or decreased, without limitation, at any time during the duration of this Agreement (for the purposes of budget changes, an e-mail will be considered acceptable notice). Only applicable when Paid Advertising Platforms are outlined in Exhibit A.
5. Expenses. The Client shall reimburse JELY for all reasonable and necessary jointly approved itemized expenses with third-party vendors. JELY agrees to promptly provide appropriate documentation (if applicable) for all approved third-party expenses before reimbursement is due.
6. Out of Scope Work. The Client agrees that all Services to be performed under this Agreement are specified herein. Any work requests for Services not specifically covered by this Agreement will be subject to additional charges at the prevailing agency hourly rate. All hours to be billed in five-hour increments.
JELY will provide an estimate of hours and seek and obtain approval of the estimate before work is performed. The total amount of the estimate will be due before work commences. The final invoice will be billed for total time and material expended and will be revised for any additional amounts at completion of project, which difference will be due on receipt.
7. Agency Hourly Rate. JELY’s current agency hourly rate is $150.00 per hour. All hours to be billed in five-hour increments. This rate is subject to change.
8. Client Participation. The successful performance of the Services requires the active cooperation and participation of the Client. Accordingly, the Client agrees to respond to and return emails and telephone calls in a reasonably timely manner; to provide and maintain administrative access to its website, hosting, applicable advertising accounts, analytic accounts, and any other relevant platforms for the duration of this Agreement; and not to remove such access until the Agreement is properly terminated. The Client further agrees to supply JELY with any information reasonably necessary for the completion of the Services, as requested from time to time.
In the regular course of providing Services, JELY may develop and post content, either original or sourced from appropriate third parties, to the Client’s website, landing pages, advertisements, ad extensions, or other online properties, and the Client authorizes JELY to determine and post such content as it deems beneficial to the campaigns. Finally, the Client acknowledges that lead scoring is critical to the success of any lead generation marketing campaign and agrees to annotate in detail all leads submitted (including calls, form fills, chats, and similar interactions) and to provide this information to JELY on a monthly basis for use as a dataset to optimize campaign performance.
9. Acceptance of Work. Client agrees that all work items, tangible and online, will be deemed accepted, whether edits/changes are needed or not, within five (5) days of receipt by Client, unless explicitly rejected in writing as per the notice clause of this Agreement.
10. No Guarantee Outcome. JELY makes no guarantee of outcomes as a result of the Services provided under this Agreement or future sales of any products and/or services.
11. Intellectual Property. JELY agrees that once paid for completely according to the Fee Schedule contained herein, the accounts, content, campaigns, digital assets, etc., built by JELY, in its entirety, will be the intellectual property of Client. JELY also agrees to abide by all third party guidelines set forth by applicable search engines.
12. Independent Contractor. It is the intention of the Parties to this Agreement that the Services rendered hereunder will be rendered by JELY as an independent contractor and not as an employee, agent, or partner of the Client. Nothing in this the Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Client and JELY or any employee or agent of JELY. Both Parties acknowledge that JELY is not an employee for state or federal tax purposes. JELY shall retain the right to perform services for others during the entire Term hereof.
13. Webmaster - IT - Hosting. Client agrees to engage and maintain on-demand, subscription, or retainer-based relationship/s with reputable webmaster, IT, and hosting companies for the website/domain referenced in this Agreement. The Client agrees that JELY is not responsible for hosting/server, website, email, database, virus, malware, etc... error diagnosis, maintenance, or repairs. Engagement of a JELY web maintenance package will be offered and must be executed at the time of onboarding if JELY is to be the webmaster of record.
14. Laws, Rules, and Regulations. JELY will perform the Services in compliance with all applicable local, state, and federal laws and regulations.
15. Execution and Integration. The representatives of Client and JELY warrant that they have the authority to sign on behalf of and bind their principal/s and have caused this Agreement to be duly executed on the Effective Date.
This Agreement sets forth and constitutes the entire Agreement and understanding of the Parties with respect to the subject matter hereof. This Agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. The Parties acknowledge that each has had an opportunity to retain an attorney to review the terms and conditions of this Agreement. No provision hereof shall be interpreted against the interests of one party solely because such provision was drafted by such party or by the attorney for such party.
16. Confidentiality. For the purposes of this Agreement, “Confidential Information” means all non-public information, whether oral, written, electronic, or in any other form disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”). Confidential Information includes, but is not limited to: client and prospect lists, marketing strategies, campaign data, media plans, pricing, financial information, proprietary processes, business plans, creative materials, website code, performance reports, and any login credentials or account access details, and any other business, technical, or operational information of the Disclosing Party. Confidential Information does not include information which: (i) is or becomes public or available to the general public through no fault of the Receiving Party, (ii) is independently developed by the Receiving Party without the use of or reliance on the Disclosing Party’s Confidential Information, (iii) is lawfully disclosed to the Receiving Party by a third party without confidentiality obligations, or (iv) the Receiving Party is required to disclose by virtue of a law or court order, provided that the Receiving Party gives the Disclosing Party reasonable notice and a reasonable opportunity to oppose and/or attempt to limit such production, unless the law or court order prohibits giving such notice.
Each party agrees to: (i) take commercially reasonable measures to protect Confidential Information and prevent Confidential Information from falling into the public domain, (ii) not voluntarily disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, (iii) take commercially reasonable measures to prevent any unauthorized disclosure of Confidential Information to third parties by its employees, agents, and representatives, and (iv) limit access to Confidential Information to its officers, employees, agents, and representatives who have a need to know such information.
The Parties agree that, in the event that this Agreement is terminated, or upon the written request of either party, the Receiving Party will return or, at the option of the Disclosing Party, securely destroy all Confidential Information in its possession or control. The Receiving Party may retain one archival copy for legal or compliance purposes.
The Parties acknowledge that unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages may be an inadequate remedy, and each party shall be entitled to seek injunctive or equitable relief, in addition to any other legal remedies that may be available. The Parties understand and agree that this Section 16 is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement.
17. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies.
18. Dispute Resolution and Choice of Forum.
a. The Parties agree that any dispute, claim, or controversy arising out of or in connection with this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof (“Dispute”), shall be submitted to and resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Commercial Arbitration Rules then in effect. The seat or legal place of arbitration shall take place in Broward County, Florida, before a single arbitrator who is mutually agreed upon by the Parties. The arbitrator must be an attorney, judge, or retired judge licensed to practice law in the State of Florida. The arbitrator shall issue a written award which shall contain, at a minimum, the names of the Parties, a summary of the issues in controversy, and a description of the award issued. The arbitrator’s decision shall be final and binding. Judgment in conformity with the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and may be enforced in any jurisdiction as provided by law.
b. Client and JELY agree that the prevailing party in any Dispute arising hereunder (and regardless of whether determined through an arbitration or litigation proceeding) shall be entitled to an award of its reasonable attorney’s fees and legal costs against the non-prevailing Party.
19. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
20. Warranty for Services. JELY represents and warrants that: (i) it has the skills, knowledge, training, and/or experience to perform the Services described in Exhibit A, (ii) the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards, and (iii) the Services will conform to the specifications, requirements, and descriptions set forth in this Agreement. Except as expressly stated in this Agreement, JELY disclaims all other warranties, whether express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and conformity to models or samples.
21. Indemnification. Each party will defend, indemnify, and hold harmless the other party, its employees, officers, principals, and agents, from and against any liability, judgments, claims, losses, damages, or expenses (including reasonable attorney fees) relating to any third party claims, lawsuits, or proceedings arising from: (a) personal injury (including death) or damage to any tangible property due to the indemnifying party’s negligence, recklessness, or willful misconduct; or (b) the indemnifying party’s material breach of this Agreement.
The indemnified party shall promptly notify the indemnifying party of any claim, demand, or action and will, to the extent that the indemnified party is not adversely affected, cooperate fully with the indemnifying party in the defense and settlement of such claim, demand, or action. The indemnifying party shall control the settlement, provided that it may not settle any claim without the indemnified party’s prior written consent if the settlement imposes any obligation or liability on the indemnified party. Indemnification obligations shall be subject to the limitations of liability set forth in Section 22, except in cases of gross negligence, willful misconduct, or third party claims for personal injury or tangible property damage.
22. Limitation of Liability.
a. IN NO EVENT SHALL JELY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT JELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. JELY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO JELY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
23. Force Majeure. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.
24. Agreement Modifications. Client and JELY agree that the terms and conditions of this Agreement constitutes the entire Agreement between the Parties. Client and JELY may modify the terms of this Agreement only by executing a written agreement addendum, which shall reference this Agreement and shall be executed by the Parties’ signatory hereto.
25. Termination. Either party may terminate this Agreement at any time upon 30-day written notice of termination, during which the Client will continue to incur all applicable fees according to the fee schedule outlined in Exhibit A. If there is a continuing need for any Services after the termination of this Agreement, and Client requests, in writing, to have JELY complete the Services, this Agreement will renew for the period of time that it takes for the completion of such Services.
The Client acknowledges and agrees that all fees, once remitted by any means or charged by credit card or ACH transaction, are non-refundable. All work items, tangible and online, and access to such, shall remain property of JELY until the Agreement is terminated according to the terms herein and the completion of all payments and additional incurred costs.
26. Notice. All notices under this Agreement must be in writing and may be delivered (i) in person, (ii) by certified or registered U.S. mail (prepaid, return receipt requested), or (iii) via email to [email protected]. Notice shall be deemed effective upon personal delivery, three (3) days after proof of mailing, or upon successful electronic transmission if sent by email and confirmation to JELY, Lydia Diaz or Jessica Courtney. Acceptance of notice by JELY through any of the permitted methods shall constitute proper notice under this Agreement.
To JELY:
JELY Marketing, LLC.
Lydia Diaz
66 West Flagler Street Suite 900
Miami, FL 33130
27. Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
EXHIBIT A - Please see invoice for Fee Schedule and deliverable details.
We value our clients and are excited to offer savings on monthly management fees and project invoices through our Referral & Review Program. Please see below for the full terms:
The program is open to all current JELY Marketing clients in good standing.Good standing means your account is up to date on all outstanding JELY invoices.
How It Works
Discount Application
How It Works
Discount Application
Last Updated: September 22, 2025
