TERMS OF SERVICE

Effective Date: February 1, 2026

1. THE AGREEMENT

These Customer Terms govern all access to and use of the Cell Defy website, applications, and services (collectively, the "Services"). This Agreement forms a legally binding contract between Cell Defy LLC ("Company," "we," "us," or "our") and the individual or business entity accessing the Services ("you" or "Customer").

By using our Services, you represent that you have the legal capacity to enter into this contract and that you have reviewed and accepted these Terms. We utilize SquareSpace for hosting and HoneyBook for CRM and billing; your use of the Services indicates acceptance of these integrated workflows.

2. DESCRIPTION OF SERVICES

Cell Defy LLC provides specialized cost-reduction consulting for telecommunications accounts:

  • Expert Bill Negotiation: We act as your agent to negotiate lower rates, credits, or promotions with your current carrier.

  • Provider Swap ("VIP Switch Service"): We manage the end-to-end transition to a new carrier, including market analysis, SIM coordination, and number porting.

3. CUSTOMER AUTHORIZATION AND AGENCY

By submitting your information, you grant Cell Defy LLC express permission to act as your authorized agent with your service providers.

  • Scope of Authority: You authorize us to communicate with providers, access billing records, and modify your service plans to reduce costs.

  • Constraints: We will not intentionally reduce the quality of your service or essential features without your verbal or written consent.

  • Verification: Some providers may require your direct verbal confirmation to authorize us; you agree to provide this confirmation promptly to allow the Services to proceed.

4. NEGOTIATED SAVINGS AND CALCULATIONS

For Bill Reductions, "Negotiated Savings" are calculated by comparing your new monthly rate against the rate you were paying (or would have paid) at the time of negotiation, projected over a 12-month period.

  • Success Reports: Upon completion, you will receive a detailed report highlighting the areas of savings.

  • Accuracy: We rely on information provided by you and your carrier. If the carrier fails to apply the negotiated rate, you must notify us within thirty (30) days for a fee adjustment.

5. FEES AND PAYMENT TERMS

By engaging the Services, you agree to pay the fees associated with our "Fair Share" pricing model. We operate on a capped, performance-based structure to ensure you retain the majority of your realized savings.

A. Expert Bill Negotiation Fees

  • Performance-Based Fee: If our negotiations result in savings, you agree to pay a one-time fee equal to 35% of your first year’s calculated savings.

  • The Individual/Consumer Cap: For individual or consumer accounts with six (6) voice lines or fewer, this one-time fee is strictly capped at $179*. *Subject to change without notice

  • Business and Large Accounts: For all business accounts, or individual accounts with seven (7) or more voice lines, the 35% fee of the first year's savings is not capped.

  • Our $0 Guarantee: If our Expert Bill Negotiation team does not find or secure any savings for your account, you pay $0.

B. Provider Swap ("The VIP Switch Service") Fees

  • Standard Flat Fee: For individual or business accounts porting six (6) lines or fewer to a new carrier, we charge a one-time flat fee of $199.

  • Additional Line Fee: For accounts porting seven (7) lines or more, an additional fee of $10 per line is charged beyond the base flat fee.

C. Payment Processing and Invoicing

  • Payment Method: All Service Fees are processed through our designated CRM and payment partner, HoneyBook, using the payment methods accepted therein.

  • Success Reports: Once your savings are finalized, you will receive a detailed Success Report highlighting the specific areas where money was saved.

  • Taxes: All stated fees are exclusive of applicable sales, use, or value-added taxes, for which the Customer is responsible.

6. CANCELLATION AND TERMINATION

  • By Customer: You may cancel a request for Services within 24 hours of submission. If negotiations have already commenced, you may be liable for reasonable costs incurred.

  • By Company: We reserve the right to decline service or terminate this Agreement at our discretion if account information is inaccurate or if savings cannot be realized.

7. DISCLAIMERS AND LIMITATION OF LIABILITY

  • No Guarantee of Outcome: While we use expert methods, we do not guarantee that a carrier will agree to a reduction.

  • Not Financial Advice: Our services are for consulting purposes and do not constitute legal or financial advice.

  • Liability Cap: To the fullest extent permitted by law, Cell Defy LLC’s total liability shall not exceed the amount of Service Fees actually paid by you for the specific service in question.

8. INDEMNIFICATION

You agree to indemnify and hold harmless Cell Defy LLC from any claims, damages, or losses arising from your breach of this Agreement or for providing us with unauthorized access to accounts for which you are not the legal owner or authorized representative.

9. DISPUTE RESOLUTION (ARBITRATION)

Any dispute arising from this Agreement that cannot be resolved through good-faith negotiation shall be settled by binding arbitration. You waive your right to a jury trial or to participate in a class-action lawsuit.

10. GOVERNING LAW

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.