The subscriber/subscriptions ("Member"), branding/marketing client (“Client”), and/or other client representative (collectively, “Client”) and CEO Chicks, LLC., its subsidiaries and affiliates (collectively, “CEO Chicks”) hereby agree that the statement of work, agreement, or other contract (the “Agreement’) by which CEO Chicks creates, displays and/or broadcasts branding and marketing content or material for Client (the “Content Materials”) is expressly subject to the following Terms and Conditions except to the extent that Client and CEO Chicks otherwise agree in writing. In addition, to the extent the Content Materials include web, mobile or other digital distribution, the Agreement is also subject to the current version of CEO Chicks’ website Terms of Use Agreement and Privacy Policy, in each case, to the extent not inconsistent with these Terms and Conditions.

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1. Non-Discrimination. CEO Chicks does not discriminate in its branding/marketing contracts, and it will not accept branding/marketing intended to discriminate on the basis of race or ethnicity, age or sex. Client hereto affirms that nothing in this Agreement is intended to discriminate on the basis of race or ethnicity, age or sex.

2. Invoices and Payment. Payment by Client is due the same day the Client’s receipt of invoice. If any amount is not paid when due, such amount shall bear interest at the maximum amount permitted by law. Client agrees to pay all collection agency fees and expenses, and other cost of collection including reasonable attorneys’ fees and court costs, as well any taxes that are imposed on Client’s Content Materials under this Agreement. If Client is using an Agency in connection with any branding/marketing placed under this Agreement, Client and such Agency will be jointly and severally liable to CEO Chicks hereunder. 

3. Scheduling. All Content Materials are subject to CEO Chicks’ approval. CEO Chicks reserves the right to edit, reject or cancel any Advertisement, space or time reservation, or position commitment at any time. All Content Materials are at all times subordinate to applicable law .

4. Provision of Advertising Materials. Client, at its expense, will provide all materials (including scheduling instructions) necessary for Content Materials at least 48 hours in advance of start of the campaign (exclusive of weekends and holidays) and in accordance with CEO Chicks’ then-current policies and procedures. CEO Chicks may dispose of any such materials delivered to it 30 days following the end of the term of Client’s campaign, unless acceptable prepaid return arrangements have previously been made by Client. CEO Chicks will not be responsible for any materials that are not properly displayed or that cannot be accessed or viewed because the materials were not received by CEO Chicks in the proper form, in a timely manner, or in an acceptable technical quality for distribution. CEO Chicks will not be responsible for typographical errors, incorrect insertions or omissions in any Advertisement.

5. Ownership and Rights. CEO Chicks owns all right, title and interest (including, without limitation, copyright rights) in and to all branding/marketing material and other content that is furnished and/or produced by CEO Chicks hereunder until payment in full by Client. Client will not reproduce, use, or authorize any reproduction or use of any such material created by CEO Chicks in preparation of the branding/marketing materials without CEO Chicks’ prior written consent. CEO Chicks owns all right, title and interest in and to any user or usage data or information collected via or related to any of the Content Materials or CEO Chicks’ website. Client represents and warrants that it controls all necessary reproduction, performance and/or synchronization rights to the content furnished by Client to CEO Chicks and CEO Chicks’ use of the content does not violate any third party’s rights.

6. Termination; Disputes. All CEO Chick Subscriptions are non-transferrable and non-refundable. Subscribers may cancel at anytime, access will remain active until the payment expiration date. Brand Agency may terminate their Agreement at any time upon notice to Client, if Client breaches any provision of this Agreement. Any such termination will not release the Client from its obligation to pay amounts owed hereunder, which amounts will become immediately due. This Agreement is not cancelable by Client, unless otherwise specified on the face hereof. Any dispute by Client with any service or invoice provided by CEO Chicks shall be reported to CEO Chicks in writing within 30 days from the date of invoice relating to the same, time being of the essence (but any such dispute shall not affect Client’s obligation to make payment within 30 days). Failure to report any such dispute within such time shall constitute a waiver of any claim by Client/Member with respect to such dispute. A waiver by CEO Chicks of any term, condition or agreements to be performed by Client/Member or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless signed by an authorized representative of CEO Chicks. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts entered into and to be wholly performed in said State.

7. Indemnification. Client agrees to indemnify and hold harmless CEO Chicks and its officers, directors, shareholders, employees, licensees and assigns against all liability resulting from or relating to the use or broadcast of content furnished by Client or otherwise incurred in connection with any breach of this Agreement by Client.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. CEO CHICKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CEO CHICKS BE LIABLE TO CLIENT FOR ANY LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY CAUSED BY OR ARISING OUT OF ANY ACTUAL OR ALLEGED BREACH BY CEO CHICKS OF THIS AGREEMENT, CEO CHICKS’ HANDLING OF ANY MATERIAL, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER CEO CHICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF CEO CHICKS WILL BE LIMITED TO THE AMOUNTS PAID TO CEO CHICKS BY CLIENT FOR THE RELEVANT CONTENT MATERIALS.

9. Miscellaneous. This Agreement is subject to all applicable laws and regulations now in force or hereafter enacted. Client may not assign or transfer any of its rights or obligations. The parties intend this Agreement to be the complete statement of the terms of their agreement. This Agreement may not be changed, modified, or amended except in writing signed by both Client and CEO Chicks. No course of prior dealing or usage of trade shall be relevant to amend or interpret this Agreement. Neither party will be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party. The warranties, indemnification obligations, limitations of liability and ownership rights set forth herein will survive the termination or expiration of this Agreement.