This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client” or “You” or “Your”) have engaged Rebel Chics Media, LLC (“Rebel Chics Media, LLC” or “Our” or “We”) to perform certain Services as outlined herein. This is a legally binding agreement between You and Rebel Chics Media, LLC. By becoming a Rebel Chics Media, LLC Client, You agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which You submit Your order for Services to Rebel Chics Media, LLC.
Rebel Chics Media, LLC will provide the Services to Client as outlined on the Rebel Chics Media, LLC website (https://rebelchicsmedia.com/). This Agreement supersedes all agreements, and You agree that you accept these Terms and Conditions. It is Your responsibility to read through these terms in full so You fully understand what You are agreeing to.
1. REBEL CHICS MEDIA, LLC OBLIGATIONS
1.1 Rebel Chics Media, LLC will provide Services to Client in accordance with Rebel Chics Media, LLC’s standard policies and procedures. Rebel Chics Media, LLC reserves the right to reject Clients for any other reason, in Rebel Chics Media, LLC’s sole discretion. Rebel Chics Media, LLC will be responsible for all aspects of providing the Services.
1.2 All Rebel Chics Media, LLC rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and Rebel Chics Media, LLC may change its rules, policies and operating procedures from time to time in its sole discretion without the requirement to give Client advance notice. This includes pricing, package inclusions, and more. You may be grandfathered into an archived product if We still can offer it, but that is at Rebel Chics Media, LLC’s sole discretion.
2. SERVICE DESCRIPTIONS, FEES AND PAYMENT
2.1 All fees for Services provided are due and payable in full every 30 days, in advance of provision of Services. A valid credit card for payment of fees shall remain securely on file to cover the monthly recurring charges for service. The credit card on file will automatically be charged every 30 days, unless We receive a cancellation notice in writing (Per our Cancellation Policy 3.4)
2.2 Initial charges for service will be paid in advance of service. Thereafter, Rebel Chics Media, LLC will attempt to charge the Client’s credit card every 30 days (The attempt to charge is based on the plan/term initially selected). Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees.
2.2.1 Our services are paid up front at the 30 day anniversary of the subscription you have chosen at sign up. Although the work is paid in full, Rebel Chics Media, LLC is not liable for making sure any missing work from the previous month is carried over. For example, if You choose not to utilize one of the services included in Your plan, but change Your decision at a later date, Rebel Chics Media, LLC is not held responsible for the services You passed on. Likewise, if We are unable to complete one of the services in Your plan that is out of Our control, Rebel Chics Media, LLC is not held responsible to make up the missing services if We have moved on to the next billing cycle. Out of Our control consists of, but is not limited to: communication delays on Your end, lack of approval when edits have been provided from Our team, information/topics are provided by You after the given due date from Our team or that is included within the Term and Conditions.
2.3 Except in the case of a material breach of this Agreement by Rebel Chics Media, LLC, Rebel Chics Media, LLC does not issue refunds of any fees for any reason. Fees due to Rebel Chics Media, LLC are not contingent upon any form of marketing results. Client is paying for time and work performed. In its sole discretion Rebel Chics Media, LLC may offer credits for any true mistakes made on Our side with evidence to support it.
2.4 Cancellation Policy – If at any time You wish to cancel Our social media services, You must request this in writing and send it to the Rebel Chics Media, LLC team ahead of time. Any client who signs up online and selects the month-to-month option for subscriptions, Rebel Chics Media, LLC, must email firstname.lastname@example.org 3 days prior to the next billing cycle informing Us of their cancellation. Clients with the month-to- month plans are required to email email@example.com 3 days prior to the Client’s next billing cycle informing Rebel Chics Media, LLC of the Client’s cancellation. Failure to communicate the desire to cancel within the designated time span will require the Client to finish out the term with Rebel Chics Media, LLC until the following billing period. Due to the payment processing fees and software fees Rebel Chics Media, LLC absorbs, We will not be able to offer a refund if You do not submit the cancellation request as stated above.
2.4.1 All monthly subscriptions will automatically renew on the 30 day anniversary of Your initial subscription unless a cancellation request is received in writing. If You wish to cancel, please send Your cancellation request to info@RebelChicsMedia.com 30 days prior to the term date. Your credit card on file will continue to be billed automatically each month unless We receive a cancellation notice (Per our Cancellation Policy 2.4). If We do not receive a cancellation notice, it is assumed that You want to maintain the social media services with Rebel Chics Media, LLC. This will also help avoid any disruption in Your services.
2.4.2 Cancellation: You may choose to cancel your subscription at Your convenience provided that, We will not provide any full or partial refunds of prepaid fees or unused subscription fees.
2.5 Our services officially start the day You sign up, not when You first post. You will receive a welcome email after signing up.
2.6 Copyright Notice. All materials contained on this site are protected by United States copyright law and may not be reproduced, distributed, transmitted, displayed, published or broadcast without the prior written permission of Rebel Chics Media except as allowed by our terms of service or in the case of third-party materials, the owner of that content. You may not alter or remove any trademark, copyright, or other notice from the content.
2.7 Quality of Content – If there are typographical errors (“typo’s”), this is typically caused by edits being made and changing the content in Our publishing software through requested revisions. In this event, Rebel Chics Media, LLC will go in and edit or take down the flawed content. We do not refund for typos. Even though We do follow a “No typo policy”, You agree to accept Rebel Chics Media, LLC’s edits as compensation for all incidents. In the event content in languages other than English have errors in syntax or typos, We will use commercially reasonable efforts to correct it, but there will be no refunds.
2.8 Subscriptions Only – You may download the Content and other downloadable items displayed in the Services for your use to post to your social platforms and websites. A post is the customized and branded content created by RCM for the sole use of our subscribers uploaded to social websites. Subscriber content can continue to be posted to each platform for as long as they are an active customer. Content cannot be posted after subscription terminates. Subscriber’s Website – our content is allowed on their website if they are a current subscriber. Upon termination of subscription services, content must be removed from websites. Social Post do not have to be removed. If you unsubscribe, you no longer own the license to any media assets redeemed with your subscription – this includes any media goods downloaded from an email Drop. After unsubscribing, you will not have access to any Drops released past the end of your last billing cycle.
Your employees, salespeople, referral sources and supporters can SHARE the post. “Share” meaning repost, click the share, comment etc. Making the asset public or sharing the asset in any way that allows others to download, extract, or redistribute it as a standalone file is expressly prohibited without prior written permission from Rebel Chics Media, LLC, or the copyright holder identified in the copyright notice contained in the Content.
You agree to maintain all copyright and other notices contained therein. Copying or storing of any Content for other than posting to your owned and controlled profile or page that’s; owned and controlled by the subscriber across all platforms as long as this subscriber does not control more than 5 accounts per platform. use is expressly prohibited without prior written permission from Rebel Chics Media, LLC, or the copyright holder identified in the copyright notice contained in the Content. Completed and delivered Media is not to be altered or modified in any way, for any reason. Rebel Chics Media maintains editorial control over the content we create and make available to our subscribers.
Rebel Chics Media and this Agreement do not permit RE-SELLING of OUR CONTENT and is expressly prohibited without prior written permission from Rebel Chics Media, LLC, or the copyright holder identified in the copyright notice contained in the Content.
2.9 Projects Information – Rebel Chics Media, LLC’s team will attempt to get any required information for projects a total of 2 times. On Rebel Chics Media, LLC’s 2nd attempt to reach the Client, the Client will be sent a final notice email. If the Client does not respond to Rebel Chics Media, LLC’s final notice email within 2 business days of it being sent, that project will be closed and not reopened. We will then try to gather that information for Your next project.
2.10 Unused Services – If the Rebel Chics Media, LLC team has attempted to provide a service to the Client that is included in their plan (paid services, review management, or special projects) and the Client has not provided what Rebel Chics Media, LLC needs to perform such service, no refunds or credits will be applied to the Client’s account. It is the Client’s responsibility to collaborate with Rebel Chics Media, LLC’s team to utilize every service included in their plan.
2.11 Your Responsibilities – You shall (a) be responsible for compliance with this Agreement, (b) be responsible for preventing unauthorized access to or use of the Platform, and notify Rebel Chics Media promptly of any such unauthorized access or use, (c) be responsible for reviewing and ensuring the accuracy of any Content that is to be transmitted using the Platform, (d) be responsible for ensuring that sending of emails and other communications to persons or entities that are included in the Content complies with all governing international, federal and state laws and government regulations related to, among other matters, notice and consent to receive email, text and other digital marketing communications, privacy policies and any applicable professional rules of conduct, and (e) use the Platform only in accordance with this Agreement (including any Service-Specific Terms), our rules, and all applicable privacy policies, laws and government regulations, (f) be responsible for obtaining consent and authority from its customers to synchronize and otherwise share customer data between Third-Party Applications, as desired or required by Subscriber to augment the Services provided through the Platform, (g) maintain and enforce policies, procedures and commercially reasonable practices for the reasonable security of its Subscriber Content and Subscriber Data, including but not limited to practices intended to provide for the secure transmission of Subscriber Content and Subscriber Data into the Platform.
2.12 Communications. Unless Subscriber has opted out of receiving text messages from Rebel Chics Media, Rebel Chics Media may from time to time send Subscriber push notification, as applicable, or SMS message to the mobile phone number Subscriber designates for such purpose about the Platform, as well as advertisements or offers for goods and services from Rebel Chics Media or it third-party partners. Message and data rates for such messages may apply. Subscriber’s consent to receipt of such messages is not, and will not be, a condition to any purchase. If at any time Subscriber desires to withdraw its consent to receive such messages, Subscriber must contact Rebel Chics Media at: firstname.lastname@example.org.
2.13 Limitations. Scheduled system maintenance shall take place during a normal maintenance window, as commercially reasonably determined by Rebel Chics Media. During such time, the Platform or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. Rebel Chics Media will use commercially reasonable efforts to promptly remedy any system failure and restore access to the Platform.
2.14 Support, Maintenance, and Technical Matters. During the Term, Rebel Chics Media shall provide commercially reasonable maintenance and technical support services relating to the Platform.
2.15 Hosting. Rebel Chics Media shall host and serve the Platform. Rebel Chics Media may retain one or more third-party service providers to supply the necessary facilities, equipment, and connectivity to provide the hosting services. Rebel Chics Media retains sole right and control over the programming, content, and conduct on the Rebel Chics Media Platform. Rebel Chics Media shall solely be responsible for the maintenance, functionality and improvement of the Rebel Chics Media Platform.
REBEL CHICS MEDIA, LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Client will indemnify and hold harmless Rebel Chics Media, LLC and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.
3.1 Rebel Chics Media, LLC uses only content provided by the Client, or one of several photography databases that offer royalty free images for marketing purposes. We pay for many of these services. Regardless, Client will indemnify and hold harmless Rebel Chics Media, LLC and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with content provided to a client that results in any claims of copyright infringement. Client agrees to assume full responsibility for the content posted to their accounts.
4. LINK TO EXTERNAL SITES
The Site(s) and the Platform may contain links to other web sites. Rebel Chics Media is not responsible for the availability of these external sites nor does it endorse the activities or services provided by these websites. Under no circumstances will Rebel Chics Media be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods, or services available on such external websites.
5. SOCIAL ADS
If and for so long as Subscriber has an active Social Ads subscription, the following terms shall form part of the Agreement with respect thereto:
6. PROVISION OF SOCIAL MEDIA ADVERTISING PRODUCTS
Rebel Chics Media’s licensor (“Social Ad Partner”) will provide Subscriber with access to certain products and services for advertising on third-party social media platforms (including Facebook and Instagram) pursuant to the Social Ads subscription (the “Social Ad Products”). In connection with the Social Ad Products, Subscriber will be solely responsible for creating and/or managing Subscriber’s social media platform accounts. Subscriber shall not take any actions or instruct Rebel Chics Media or the Social Ad Partner to undertake any actions that violate applicable law or the applicable social media platform policies, including without limitation Facebook’s discriminatory advertising policies, the current version of which is available here: https://www.facebook.com/policies/ads/prohibited_content/discriminatory_practices.
7. LICENSE FOR SOCIAL MEDIA CAMPAIGNS
Subscriber hereby grants Rebel Chics Media and the Social Ad Partner a non-exclusive, irrevocable, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses) right and license to register or establish accounts and publish campaigns using the Subscriber Data and Subscriber Content with the social media platforms.
8. INTELLECTUAL PROPERTY OWNERSHIP
Any Intellectual Property, including copyrights, trademarks, trade secrets, and patents developed by Rebel Chics Media or the Social Ad Partner in connection with providing the Social Ad Products that is not Subscriber Content is all rights and titles and interest shall be in this Intellectual Property shall owned by Rebel Chics Media or the Social Ad Partner, as applicable.
9.1. Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section # Exclusions, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential.” Without limiting the foregoing, all Rebel Chics Media Materials are the Confidential Information of Rebel Chics Media.
9.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
9.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
9.4. Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
9.5. Not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3. Protection of Confidential Information; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9.3. (Protection of Confidential Information) ;
9.6. Safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and
9.7. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section 9. Confidentiality; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
10. LIMITATION OF LIABILITY
REBEL CHICS MEDIA, LLC SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF REBEL CHICS MEDIA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REBEL CHICS MEDIA, LLC’S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO REBEL CHICS MEDIA, LLC BY CLIENT FOR THE PREVIOUS 6 MONTHS OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
a. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof.
b. This Agreement may be amended from time to time in Rebel Chics Media, LLC’s sole discretion, and the most current agreement will always be published here. An email communication sent to the Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement.
c. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Rebel Chics Media, LLC’s prior written consent and any assignment by Client without such consent shall be null and void.
d. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Texas without regard to its rules pertaining to conflict of laws. All disputes shall be the Commercial Rules of the American Arbitration Association (“AAA”) in Houston, Texas, before 1 Arbitrator selected by the parties, and if the parties cannot agree to an Arbitrator the AAA shall select the Arbitrator. The hearing shall be no more than more than 8 hours, and each party may depositions in discovery of no more than 10 hours, and the parties hereby consent to the jurisdiction of the state and federal courts located in Harris County, Texas.
e. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested.
f. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect.
g. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.