Terms & Conditions

In transacting business with City Central Marketing, LLC (“CCM”), all Parties understand and agree that the terms and conditions set out below will govern and are incorporated into and an integral part of the agreement and effectively define your contractual relationship with CCM in all transactions you (the “Client”) undertake.  CCM OBJECTS in advance to the inclusion of any verbal agreements, or new, added or different terms or conditions proposed or included by you, your vendors, Clients, customers, shippers or others with whom CCM contracts or transacts business (collectively “Client”); no matter how such terms are communicated to CCM, whether included in the Client’s acceptance, purchase order, website, acknowledgment(s), packing lists, acceptance receipts, order or delivery confirmations and/or shipper’s bill of lading. Any attempted inclusion of such new or differing terms by the Client will be of no significance, force or effect as such terms will not be conditions or additional terms to any transaction with CCM, and CCM’s provision of Services to Client shall not under any circumstances be deemed acceptance of any such terms. Unless otherwise stated elsewhere in a standalone written contract amendment, negotiated, agreed to and signed by all parties, the following terms and conditions shall be the only terms which apply as between CCM and Client in any and all of their transactions:

  1. Services. CCM is in the business of providing Digital Marketing services and Client wishes to engage CCM to provide Digital Marketing services (the “Services”). By engaging CCM to provide Services to Client, Client agrees to be bound by these Terms & Conditions.


  1. Term and Termination. Upon engagement by Client of CCM to provide Services, the provision of Services and Client’s duty to compensate CCM for those Services will continue until terminated pursuant to the terms of these Terms & Conditions. CCM may terminate the relationship by providing written notice to Client at least thirty (30) days prior to the date of termination. CCM agrees that in the case of such termination by CCM that Client shall only be entitled to such Services and materials as have been paid for in full or pre-paid by the Client at least 21 days before the date of termination.


In the event that Client wishes to terminate the Services of CCM, Client agrees that it shall provide to CCM written notice no later than sixty (60) days prior to the date of termination. Client agrees that it shall not be entitled to Services rendered and materials developed by CCM upon termination, except for those non-proprietary services and materials paid for in full 30 days before the date of termination.


  1. Compensation and Payment. In exchange for the Services rendered by CCM and as mutually agreed by the Parties, Client agrees to pay every Invoice in full no later than five (5) business days from receipt of the same. Client hereby acknowledges that its failure to timely pay each Invoice may result in any one or more of the following measures as determined in CCM’s sole discretion (i) retention of work product and materials prepared for Client until such Invoices are paid; (ii) accumulation of interest in the amount of 1-1/2% per month on all outstanding amounts; (iii) termination of the Services rendered by CCM pursuant to these Terms & Conditions without adherence to the 30-day notice period set forth in Section 2 of these Terms & Conditions t; and/or (iv) immediate application of all credit balances on account towards payment of any amounts due CCM from client – whether or not claimed as disputed by Client.


  1. Client Requirements. Client agrees that it will provide all required information as designated necessary by CCM for completion of Services no later than three (3) business days upon request by CCM for the same. Client further agrees that it will review and provide all deliverables and feedback as requested by CCM within seven (7) days of any request by CCM for the In the event of a request by CCM for such feedback, Client fails to provide feedback within the seven (7) days following the request, Client agrees that such non-response indicates approval of CCM’s work presented for Client review, and CCM shall not be liable for Client dissatisfaction with such Services due to Client’s failure to providing meaningful input as requested. If at any time during the term of the relationship between CCM and Client CCM is unable to reach Client for a period of thirty (30) days or more, Client agrees that CCM will have the right to terminate the relationship without adherence to the 30-day notice period set forth in Section 2 of these Terms & Conditions.


  1. Ownership of Materials. All materials, data, work in progress, processes, mock-ups, and similar items, produced by CCM on behalf of Client hereunder in connection with the Services shall remain the sole and exclusive property of CCM (“Work in Progress”), until payment by Client in full for the same. Such materials, as deemed by CCM to be non-proprietary, complete and paid for in full by Client shall become Client’s sole and exclusive property at that time (“Client-Purchased Materials”). All Services and any software used by CCM to prepare Client-Purchased Materials shall at all times remain the sole property of CCM and under no circumstances shall client have any interest in or rights to the title to such Services, or software.


  1. Confidential Information. Client agrees to make available to CCM such information as is necessary for the provision of Services pursuant to these Terms & Conditions. CCM agrees to maintain as confidential any materials or information provided by Client that Client designates in writing as confidential prior to providing to CCM. Client further agrees that any Work in Progress shall be maintained as confidential by Client and shall not be disclosed to any individual or entity not employed or affiliated with the Parties to these Terms & Conditions, without the written consent and authorization from CCM to do so. Client shall not use nor disclose such information, unless, until and to the extent CCM shall consent thereto in writing, or such information, know-how, inventions, discoveries, and ideas are or shall become generally available to the public, or such a disclosure is otherwise required by law.


  1. No Waiver. Any delay or failure on CCM’s part to enforce any provision in these Terms & Conditions shall not constitute a waiver of CCM’s right to enforce these Terms & Conditions in the event of any breach or default by Client of same.


  1. Governing Law. The relationship between Client and CCM was formed in Illinois where performance is to occur and any enforcement or disputes between CCM, the Client and any third-parties are and shall be governed by the laws of the State of Illinois.


  1. These Terms & Conditions are fully integrated and together with any signed Digital Services Agreement reflect the entire agreement of the Parties such that no verbal assurances promises or other undertakings, unless reduced to a writing that is signed by all Parties, shall be enforceable to amend, augment or otherwise challenge its terms.


  1. Dispute Resolution. Any dispute, claim or controversy arising out of either (i) the provision of Services to Client by CCM; (ii) Client’s failure to pay CCM amounts due for the provision of Services by CCM; or (iii) the business relationship between Client and CCM; will be determined through confidential mediation, which the parties agree shall be final binding and undertaken at either (i) ADR Mediation Services Chicago; (ii) JAMS – Chicago; or (iii) any other similarly accredited mediation service provider located within the Chicago Metropolitan area which is staffed with one or more certified mediators. Any request for mediation must be made in writing and include a proposed mediation service provider.  If the parties cannot agree to the mediation service provider or the mediator within 14 days of the date the request for mediation is delivered, then the same will be selected by lot in a drawing conducted by CCM or a representative thereof at a place and time made known to Client or a representative thereof by written notice issued not less than 7 days prior to the drawing and at which Client may attend personally or by its agent (provided the same is identified to CCM in writing within a reasonable time prior to the drawing).  The Parties agree that all costs of mediation shall be shared equally and in any such mediation, the mediator may not award any punitive, exemplary, incidental, indirect or consequential damages, including damages for lost profits, but the mediator shall make a binding determination if the parties cannot reach a resolution on their own accord.  The parties agree to accept any rules and to follow any recommendations as are determined and established by the assigned mediator for purposes of conducting the binding mediation and understand and agree that neither party will be entitled to a trial by jury or any other court determination of their disputed claims.  If any such award or decision arrived at through the mediation remains unperformed, ignored or unsatisfied beyond the time period decided by the mediator, the mediation award will then be considered an arbitration award and governed by the Federal Arbitration Act, for purposes of enforcement and appeal, and will be reduced to a judgment in the Law or Chancery Divisions of the same Circuit Court as is situated within the venue where the mediation occurred.   Should entry of such a judgment in said Circuit Court become necessary, the nonperforming party shall, upon demand, pay and satisfy all of the reasonable attorneys’ fees and costs (including mediation costs) incurred by the party required to enter a judgment in said Circuit Court.  All parties waive service of process and agree to accept service of summons by certified mail or overnight courier with standard proof of delivery filed with the Clerk of the Court, in lieu of an affidavit of service.  All written notices required under this paragraph will similarly be deemed delivered if sent by certified mail with return receipt or overnight courier with standard proof of delivery.


  1. Client agrees to fully indemnify, defend, and hold harmless CCM, its officers, employees, agents and representatives, from and against all costs and expenses including attorneys’ and expert witness fees and any and all liabilities arising out of any claims arising under or in connection with Services provided by CCM to Client, including but not limited to those at law, in equity or under any statute for damages or remedies of any type resulting from or related to any disclosure or misuse of confidential or proprietary information belonging to CCM as set forth in Sections 5 and 6 above, breach of these Terms & Conditions, the failure of Client to adhere to the terms of these Terms & Conditions, and any other incidents caused by or, in CCM’s sole and reasonable discretion, attributed to Client’s acts or omissions.