Reason for withdrawing Website Services:
Several posters have requested that I put up a sticky stating why the website was rolled back for shareholders who do not visit the forum often and may be confused by the content on the site. This post is a combination of several of my previous posts on the topic.
For those who are interested in seeing a copy of my agreement with the company, it has been included below. It is between myself and four individuals. Those four individuals are in conflict right down the center and recently, requests to post content on the website that I have received are conflicting. Both factions have hired legal counsel to fight it out in Deleware court.
I have withdrawn my services as of December 28th after receiving an email from Ed Walsh along with an attached document from a team of lawyers representing the governance committee. The attached document was sent to the board and company legal counsel roughly a week prior illustrating that the vote to remove Williams off the board was fraudulent. Ed requested that I remove the posts that were a result of or directly related to this action from the website.
In response, I sent an email to all of the directors letting them know that I rolled back the website to December 8th and that I was withdrawing my services until these underlying conflicts are resolved.
I am not willing to take on the legal risk or expose myself professionally for a company that is under such internal turmoil. I will be happy to step back in and lend assistance to the company once they have ironed out the internal conflicts or a judge has ruled either way on these issues.
Until the time that a judge rules on these issues, I indicated that I am willing to post information that has been ratified unanimously by the board of directors.
------------------------------------------------------------------
Website Design Agreement
This AGREEMENT is dated and in effect as of July 30th, 2011 between Calypso Wireless, Inc. consisting of Cristian Turrini CEO, Kyle Pierce Interim CFO, Dave Williams Independent Director and Edward Walsh Independent Director collectively, hereafter referred to as the "Client" and Chester Ney, hereafter referred to as the "Consultant". This agreement is with respect to the re-design of the Calypso Wireless website (www.calypsowireless.us), hereinafter referred to as the "Work." Whereas, Consultant is a professional web designer of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work. Therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties agree as follows:
CONFIDENTIALITY:
The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Consultant acknowledges and agrees that the source materials, technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to the Consultant or developed by the Consultant in the course of developing the Work, are to be considered confidential information. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the parties outlined in this Agreement.
DESCRIPTION OF WORK:
Consultant agrees to assist Client with the re-designing of the company website www.calypsowireless.us. This may involve all or part of the following:
1. Arranging for and the purchasing of domain registration, hosting, promotional, or other related services on behalf of the Client. All purchases of this nature shall be approved by the Client regardless of whether or not the Client is paying for them.
2. Conducting industry research
3. Collecting company information, promotional materials, graphics and other information necessary to develop the website
4. Designing and creating graphical and visual content for the website including but not limited to logos, diagrams, artwork, photography, layout and fonts
5. Developing / writing text content for the website
6. Conducting phone calls and meetings with the Client to review materials and discuss the website, design elements, direction, marketing elements and the like as it pertains to the creation of the website
7. Consulting / contracting / Communicating with other parties as necessary to complete the website
8. Other duties or responsibilities not described in this description of Work but pertaining to the design of the website
PAYMENT SCHEDULE:
Consultant agrees to assist Client with the Work as outlined in this agreement for a period of three months at a cost of $10 to the Client following the signing of this agreement. This provision was established primarily because the Client does not have sufficient funds to reimburse the Consultant. Consultant is also a shareholder in Calypso Wireless, Inc. and desires to see his investment benefit as a result of more regular, unified communication to shareholders through a corporate web presence.
Consultant will keep track of all billable time in a spreadsheet to present to the Client at the end of the agreement. Consultant charges an hourly rate of $80, and although Client is not being billed for this time, Client acknowledges that this is the agreed upon hourly rate for tax purposes and should the Client choose to reimburse the Consultant for his services at a later date.
The full length of this contract is as follows:
Starting date is July 30th 2011 and estimated completion date is October 30th 2011.
Client shall pay Consultant $0.00 (zero), as a deposit for project commencement.
The balance of $10.00 is due on the completion date, and prior to file relinquishment, or upload and/or assembly of website on Client's web server.
The Client and the Consultant may choose to renegotiate or extend this agreement After October 30th 2011 at the sole discretion of the Consultant.
DUE DATES:
Consultant agrees to deliver samples of design on dates as agreed upon by both parties. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.
PROGRESS REPORTS:
Consultant shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site.
EXPENSES:
Client acknowledges that there are additional expenses related to the completion of the work. Consultant will document and pay for these expenses. Expenses may included but are not limited to: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation)
ASSIGNMENT OF WORK:
Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.
PERMISSIONS AND RELEASES:
The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
PUBLICATION:
The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications. The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant. The Consultant will not use the name of Client, in any advertising or publicity without the prior written approval from the Client.
COPYRIGHT NOTICE:
Copyright of all material is in the Consultant's name. Upon completion of the Work, the copyright will be released to the Client upon the Consultant's signing of the Release of Copyright. Consultant acknowledges that there is no payment tied to this agreement, so the signing of the Release of Copyright is not contingent on payment or reimbursement.
WARRANTY OF ORIGIONALITY:
Consultant warrants and represents that, to the best of his knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Consultant has full authority to make this agreement; and that the work prepared by Consultant does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Consultant’s product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD CONSULTANT HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT's USE OF CONSULTANT’S PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
LIMITATION OF LIABILITY:
Client agrees that it shall not hold the Consultant liable for any incidental or consequential damages which arise from Consultant’s failure to perform any aspect of the Work in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Consultant or a third party. Furthermore, Consultant disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
RETURN OF SOURCE MATERIALS:
Upon the Client's acceptance of the Final Version, or upon the cancellation of the project, Consultant shall provide the Client with all copies and originals of the source materials provided to the Consultant by the Client.
TERMINATION:
Either party may terminate this Agreement by giving 10 days written notice to the other of such termination.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either expressed or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania applicable therein.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.
On behalf of the Client: ___________________ Date _____________
On behalf of Consultant: ___________________ Date _____________
------------------------------------------------------------------
The part of my agreement with the company that is particularly problematic for me is the following part of my warranty of origionality:
"and that the work prepared by Consultant does not contain any scandalous, libelous, or unlawful matter."
Meaning that the website does not:
1. causing or deserving to cause public outrage or censure
2. causing or having the potential to cause damage to somebody's reputation
3. constituting or containing a false published statement that damages somebody's reputation
4. not permitted by the law
5. contrary to religious precepts, ethical standards, or the conventions of society
Now you can see why I might be in a tough spot since the burden is on me to prove that the content meets these conditions. Without all of the proof from both sides, I cannot decide properly so I must differ to a judge on the matter.
AI
