TERMS OF SERVICE

This CEO Life, Terms of Service (this “Terms”) is made and entered into by and between CEO LIFE,, LLC, a California limited liability company (“CEOLIFE”), and the entity or person agreeing to these terms (“Client”). These Terms is effective as of the date Client clicks to accept these Terms, in the case of membership application has given approval to CEOLIFE to proceed, or has given CEOLIFE authorization via phone, CEOLIFE or otherwise, to start, restart or continue with membership. (the “Effective Date”). Any individual accepting these Terms on behalf of Client, hereby represents and warrants that: (i) such person has full legal authority to bind Client to these Terms; (ii) such person has read and understands these Terms; and (iii) such person agrees, on behalf of Client, to the terms of these Terms. Pursuant to the applicable service order form completed by Client (the “Service Order”), which is hereby incorporated by reference, Client desires to obtain from CEOLIFE those services requested on the Service Order (the “Services”), subject to and in accordance with the terms and conditions of these Terms.

IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND CLIENT, PLEASE DO NOT ACCEPT. THESE TERMS GOVERNS CLIENT’S ACCESS TO AND USE OF THE SERVICES (DEFINED BELOW). FOR AN OFFLINE VARIANT OF THESE TERMS, YOU MAY CONTACT CEOLIFE FOR MORE INFORMATION.

1. SERVICES.

1.1 Services. Subject to Client’s compliance with the terms and conditions of these Terms, CEOLIFE will use commercially reasonable efforts to make the Services available to Client during the Term and in accordance with the specifications set forth on the Service Order (subject to the limitations set forth in the Documentation, the “Specifications”) and terms and conditions of these Terms. CEOLIFE shall follow Client’s reasonable instructions, and shall devote such time to the performance of the Services as may be reasonable under the circumstances. CEOLIFE shall render the Services to or on behalf of Client in a professional manner, provided that Client’s instructions may request or require rendering of the Services in a manner in which CEOLIFE would otherwise determine to be against acceptable practices. Accordingly, CEOLIFE is not responsible for suboptimal Services or Deliverables resulting from Client’s request, requirement, or historic practices.

1.2 CEOLIFE Data. By using the Services, Client will have access to (i) CEOLIFE’s proprietary data models and data sets, (ii) data that is curated, organized, compiled and analyzed by CEOLIFE, and (iii) resultant data that may be generated or otherwise derived (“Resultant Data”) from the CEOLIFE Data (defined below) as a result of Client’s use of the Services (the foregoing (i)‐(iii) collectively being “CEOLIFE Data”).

1.3 Service and System Control. Except as otherwise expressly provided in these Terms, as between the parties:

1.3.1 CEOLIFE has and will retain sole control over the operation, provision, maintenance, and management of the Services and CEOLIFE Materials, including the: (i) CEOLIFE Systems; (ii) location(s) where any of the Services are performed; (iii) selection, deployment, modification and replacement of the CEOLIFE software application or applications and any third‐party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that CEOLIFE provides remote access to and use of as part of the Services (the “Service Software”); and (iv) performance of Support Services and Platform Service maintenance, upgrades, corrections and repairs. “CEOLIFE Systems” means the information technology infrastructure used by or on behalf of CEOLIFE in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by CEOLIFE or through the use of third‐party services.

1.3.2 Client has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Client Systems, and sole responsibility for all access to and use of the Services and CEOLIFE Materials by any individual, business entity or venture, governmental authority, unincorporated organization, trust, association or other entity (each, a “Person”) by or through the Client Systems or any other means controlled by Client, including any: (i) information, instructions or materials provided by any of them to the Services or CEOLIFE; (ii) results obtained from any use of the Services or CEOLIFE Materials; and (iii) conclusions, decisions or actions based on such use. “Client Systems” means Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third‐party services.

1.3.3 Notwithstanding anything to the contrary in these Terms, all Services, including all processing of Client Data by or on behalf of CEOLIFE shall be provided solely from within, and on computers, systems, networks and other infrastructure located in, the United States.

1.4 Changes.

1.4.1 By CEOLIFE Unilaterally. CEOLIFE reserves the right, in its sole discretion, to make any changes to the Services and CEOLIFE Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of CEOLIFE’s services to its customers, (ii) the competitive strength of or market for CEOLIFE’s services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.

1.4.2 N/A

1.5 Subcontractors. CEOLIFE may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

1.6 Suspension or Termination of Services. CEOLIFE may, directly or indirectly, by any available means, suspend, terminate or otherwise deny Client’s or any other Person’s access to or use of all or any part of the Services or CEOLIFE Materials, without incurring any resulting obligation or liability, if: (a) CEOLIFE receives a judicial or other governmental CEOLIFE and/or order, subpoena or law enforcement request that expressly or by reasonable implication requires CEOLIFE to do so; or (b) CEOLIFE believes, in its sole discretion, that: (i) Client has failed to comply with, any term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Client is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) these Terms expires or is terminated. (iv) Payment was dishonored. This Section 1.6 does not limit any of CEOLIFE’s other rights or remedies, whether at law, in equity or under these Terms.

2. OWNERSHIP.

2.1 Services and Deliverables.

2.1.1 CEOLIFE’s Rights. As between the parties, CEOLIFE is the sole owner of all rights, title and interest in and to CEOLIFE Materials including without limitation, the Services, tools, methods, know‐how, inventions, features, data models, and data architecture provided or otherwise developed by CEOLIFE in connection with the provision of the Services, CEOLIFE Data, and any enhancements, modifications, adaptations, or improvements thereto made by CEOLIFE, including all Intellectual Property Rights therein or thereto. Client hereby grants CEOLIFE the limited right to use the Deliverables and Client’s Intellectual Property in connection with CEOLIFE’s demonstration, promotion, and marketing efforts.

2.1.2 Client’s Rights. Notwithstanding the provisions of Section 2.1.1, subject to Client’s compliance with these Terms, including, without limitation, the payment of all amounts due hereunder, Client shall own all right, title and interest worldwide in and to the Deliverables (defined below). Accordingly, contingent upon Client’s compliance with these Terms, CEOLIFE hereby assigns to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables. CEOLIFE hereby grants to Client the limited right to use the CEOLIFE Materials in connection with Client’s use and exploitation of the Deliverables, so long as Client utilizes the Deliverables, subject to the terms herein (including Section 2.3 below).

2.2 Additional Definitions.

2.2.1 “Deliverables” means the documents, materials, goods, works of authorship, programs, source code
and other items as actually delivered by CEOLIFE to Client in the course of performing the Services. “Deliverables” expressly excludes (i) the CEOLIFE Materials, and (ii) know‐how or show‐how, as well as general knowledge acquired by CEOLIFE and its personnel over the course of rendering the Services.

2.2.2 “CEOLIFE Materials” means the Services which are not expressly Deliverables (as delivered to Client), membership, events, membership benefits, Service Software, Specifications, Documentation, and CEOLIFE Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by CEOLIFE or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or CEOLIFE Systems. For the avoidance of doubt, CEOLIFE Materials include Resultant Data and any information, data or other content derived from CEOLIFE’s monitoring of Client’s access to or use of the Services, but do not include Client Data.

2.2.3 “Intellectual Property Rights” means all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights recognized in any jurisdiction in the world, whether or not fully matured, accrued, or registrable, as may now or in the future be recognized under any Law.

2.2.4 “Law” as used herein means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

2.2.5 “Third Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to CEOLIFE.

2.3 Restrictions. Client acknowledges that CEOLIFE Materials (as defined below) contain trade secrets of CEOLIFE and its licensors, and, in order to protect such trade secrets and other interests that CEOLIFE has in CEOLIFE Materials (including, without limitation, the Services), and all Intellectual Property Rights therein. Client will not, may not, and will not permit any other Person to, access or use any CEOLIFE Materials except as expressly permitted by these Terms and, in the case of Third‐Party Materials, the applicable third‐party license agreement. Without limiting the generality of the foregoing, Client will not, may not, and will not permit any other Person to:

2.3.1 reverse engineer, decompile or disassemble CEOLIFE Materials, adapt or otherwise attempt to derive or gain access to the source code of the Services or CEOLIFE Materials, in whole or in part, or authorize any Person to do any of the foregoing

2.3.2 modify, distribute, sell, sublicense, create derivative works of, or otherwise transfer CEOLIFE Materials;

2.3.3 copy CEOLIFE Materials except as strictly necessary to use the Services in accordance with the terms of
these Terms;

2.3.4 use CEOLIFE Materials, or any CEOLIFE technology or Confidential Information, to create, improve (directly or indirectly) or offer a substantially similar product or service, or build a competitive product;

2.3.5 repackage, redistribute, or sell CEOLIFE Materials;

2.3.6 input, upload, transmit or otherwise provide to or through the Services or CEOLIFE Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code;

2.3.7 damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, CEOLIFE Systems or CEOLIFE’s provision of services to any third party, in whole or in part;

2.3.8 remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademarks, patent or other intellectual property or proprietary rights notices from any Services or CEOLIFE Materials, including any copy thereof;

2.3.9 access or use the Services or CEOLIFE Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other CEOLIFE customer), or that violates any applicable Law;

2.3.10 access or use the Services or CEOLIFE Materials for purposes of competitive analysis of the Services or CEOLIFE Materials, the development, provision or use of a competing software service or product or any other purpose that is to CEOLIFE’s detriment or commercial disadvantage

2.3.11 access or use the Services or CEOLIFE Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety‐critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or

2.3.12 otherwise access or use the Services or CEOLIFE Materials beyond the scope of the authorization granted
under these Terms.

2.4 Feedback. All feedback, comments, and suggestions for improvements that Client provides to CEOLIFE hereunder, are referred to collectively as “Client Feedback”. Client hereby irrevocably transfers and assigns to CEOLIFE and agrees to irrevocably assign and transfer to CEOLIFE all of Client’s right, title, and interest in and to all Client Feedback, and Client will execute documents and take such further acts as CEOLIFE may reasonably request to assist CEOLIFE to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Client Feedback.

3. CLIENT OBLIGATIONS.

3.1 Client Systems and Cooperation. Client shall at all times during the Term: (i) set up, maintain and operate in good repair and in accordance with the Specifications all Client Systems on or through which the Services are accessed or used; (ii) provide CEOLIFE personnel with such access to Client’s premises and Client Systems as is necessary for CEOLIFE to perform the Services in accordance with the Availability Requirement and Specifications; and (iii) provide all cooperation and assistance as CEOLIFE may reasonably request to enable CEOLIFE to exercise its rights and perform its obligations under and in connection with these Terms.

3.2 Client Data and Privacy. Client represents, warrants, covenants, and agrees as follows: (i) Client has the full right and authority to enter into these Terms; (ii) the execution and delivery of these Terms has been duly authorized and approved by Client, and the person signing these Terms on Client’s behalf has due authorization to effectively bind Client hereunder; (iii) Client’s execution of these Terms will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract or other obligation to which Client is a party or by which Client bound; (iv) no materials provided by Client to CEOLIFE for integration into the Services, including, without limitation, Client Data, will infringe upon the rights of any third party, and all such materials will be true, correct, and complete; (v) Client shall provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by CEOLIFE for the purposes of performing the Services; (vi) Client shall obtain and maintain all necessary licenses and consents, and comply with all applicable law in relation to the Services, and receipt thereof, in all cases before the date on which the applicable Services are rendered to or on behalf of Client, including, without limitation, in regard to Client Data and materials furnished by Client to CEOLIFE for use integration into the Services;
(vii) Client understands that the transmission of data in performance of the Services may be transferred unencrypted and transmitted via unencrypted networks, and (viii) Client will at all times comply with all laws, regulations, ordinances, and other requirements of applicable Law, and will not utilize the Services in any manner which may violate applicable Law, or cause CEOLIFE to do so.

3.3 Effect of Client Failure or Delay. CEOLIFE is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under these Terms (each, a “Client Failure”).

3.4 Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by Section 2.3, Client will immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the
activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized
access to the Services and CEOLIFE Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (ii) notify CEOLIFE of any such actual or threatened activity.

3.5 Non‐Solicitation. During the Term and for twenty‐four (24) months following the termination or expiration of the Term, Client shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior twenty‐four (24) months employed or engaged by CEOLIFE or any Subcontractor or involved in any respect with the Services or the performance of these Terms. Client acknowledges that CEOLIFE’s employees are a valuable asset of CEOLIFE. In the event of a violation of this Section 3.5, in addition to, and not in lieu of any other remedy in law or equity (including equitable relief such as an injunction), CEOLIFE will be entitled to liquidated damages equal to the compensation paid by CEOLIFE to the applicable employee or contractor during the prior twenty‐four (24) months.

3.6 Non‐Disparagement. During the Term, and at all times thereafter, Client agrees that Client will not, nor will it cause any other person or entity to, engage in any conduct that is purposely injurious or detrimental to the interests of CEOLIFE or any of CEOLIFE’s affiliated entities. Client further agrees not to make or publish, or allow or cause any other person or entity to make or publish, to any third party any untrue, derogatory or disparaging statements about (i) CEOLIFE, (ii) the personal or business dealings, affairs, activities or services of CEOLIFE, or (iii) any dealings between or among CEOLIFE and Client. As used in the preceding sentence, the term “disparaging statements” includes any comments or statements, oral or written, to the press, the public, any place where the public may see or any current or former employee of CEOLIFE or any individual or entity with whom any CEOLIFE has a personal or business relationship that, in any event, would adversely affect in any manner CEOLIFE’s personal or business relationships, reputation, or goodwill. Client acknowledges and agrees that the provisions set forth in this Section are material to the consent to enter into these Terms and form an essential part of the bargain between and among CEOLIFE and Client. Client agrees that it would be difficult to calculate the extent of damages caused by, and to compensate CEOLIFE fully for damages for a violation of any of the covenants set forth above in this Section, due to among other things, the incalculable nature of potential damage to CEOLIFE’s reputation and goodwill. Accordingly, in additional to any and all other relief provided by law or equity or under these Terms, Client will pay to CEOLIFE, as liquidated damages, the amount equal to five hundred dollars ($500) per Impression of any disparaging statement. “Impression” shall mean a single instance of the display or provision of a disparaging statement to a person, regardless of whether such disparaging statement was viewed, heard, or otherwise experienced directly or indirectly.

4. CONFIDENTIAL INFORMATION.

4.1 Definition. “Confidential Information” means: (i) the Services (including the existence thereof), and any features produced by, and other any information, documentation, manuals, instructions or other documents or materials that CEOLIFE provides or makes available to Client in any form or medium which describe or relate to the Services or other CEOLIFE Materials (including, without limitation, all CEOLIFE Materials and Client Feedback, collectively, “Documentation”); and (ii) any business or technical information of CEOLIFE or Client, including, but not limited to, any information relating to service performance, product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know‐how that is designated by the disclosing party as “confidential” or “proprietary” or otherwise should be reasonably deemed confidential, and, if orally disclosed, is reduced to writing by the disclosing party within thirty (30) days of such disclosure.

4.2 Restrictions. Neither party will use, publish or disclose any Confidential Information, except as necessary for the performance of these Terms and each party will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Each party may disclose Confidential Information only to those of its employees, contractors, and service providers who have a bona fide need to know such Confidential Information for the performance of these Terms; provided, that each such employee, contractor, or service provider first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms. To the extent there is a breach of Confidential Information or Intellectual Property Rights, each party may seek injunctive relief in any court of competent jurisdiction without the posting of a bond or other similar requirement.

4.3 Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (i) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without access to or use of any Confidential Information that can be evidenced in writing; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure. In addition, the receiving party may disclose such Confidential Information of the disclosing party that it is required to disclose pursuant to a court order or other judicial process provided, the receiving party shall first give the disclosing party prompt notice and only disclose the minimum amount of information required. CEOLIFE may further disclose the existence of these Terms to any of its investors, shareholders, or prospective investors or acquirers.

5. PAYMENT.

5.1 Payment Structure. Client will pay CEOLIFE the service payments specified in the Membership Dues selected and approved by Client in accordance with the terms set forth therein and these Terms (“Service Payments”), Any additional services or features that may be provided by CEOLIFE shall be subject to additional Service Payments set forth in either a mutually agreed upon amendment or supplement to these Terms or the execution of a change order to an applicable Service Order. All Service Payments and other amounts payable by Client under these Terms are exclusive of taxes and similar assessments. Client is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on CEOLIFE’s income solely by reason of CEOLIFE’s sale and provision of the Services.

5.2 Payment Terms.

5.2.1 Generally. Unless set forth otherwise in the applicable Service Order, All Service Payments and other amounts set forth in the Service Order or approved work are stated in and are payable in U.S. dollars. Payment of Service Payments for the first (1st) month or billing period for each Service Order is due and payable upon signing of agreements or accepting of terms submission of payment for membership and/or membership benefits. Recurring payments are due 3‐6 business days prior to the effective date on the agreement for the second and following months, or if invoiced, due and payable within five (5) business days from the date of the invoice thereof by CEOLIFE, and in no event later than five (5) business days prior to the start of any subsequent month or billing period. To the extent Client does not dispute an installment Service Payments or Expenses in good faith within five (5) days of the due date for payment of such installment, such Service Payments and Expenses shall be deemed specifically approved, accepted by Client and are non‐refundable. Recurring payments made per the membership enrollment package and/or acceptance of the terms are non‐refundable.

5.2.2 Initial Engagement Service Payments. Each Service Order may set forth an engagement Fee (each an “Setup Fee”) in connection with CEOLIFE’s acceptance of such Service Order. To the extent a Service Order specifies a Setup Fee, such Setup Fee will be due upon acceptance of such Service Order by CEOLIFE, unless otherwise specified therein.

5.2.3 Preauthorized Credit Payment, ACH and/or eCheck. CEOLIFE requires that Client pays Service Payments and Expenses by means of electronic check, ACH or credit card as indicated on the applicable Service Order, and on the applicable preauthorization form attached thereto (“Preauthorized Payment”). Notwithstanding Section 5.2.1, if a Client a Service Order includes preauthorization by Client to charge a credit card or debit an account via ACH or eCheck for Preauthorized Payment, such charge or debit will be made in advance, five (5) business days prior to the commencement of the subsequent billing cycle, which Preauthorized Payment will include Service Payments for the next billing cycle, and Expenses incurred during any prior billing cycle; provided, however, if the Services under a specific Service Order are based upon, or include variable media spend, CEOLIFE will invoice Client in advance, fifteen (15) days prior to the commencement of each month or other spending period or cycle (variable media spend only).

5.2.4 Dishonored Payments. For any Preauthorized Payment which is disputed, charged back, rejected, returned by the bank against which it was drawn, or otherwise cancelled or withdrawn, for any reason whatsoever, including, without limitation, due to insufficient funds in Client’s account(s), closure of Client’s account(s), or Client’s dispute of Service Payments or Expenses (each a “Dishonored Payment”), CEOLIFE may charge and assess Client with an additional administrative charge of $2500 per Dishonored Payment (each a “Dishonored Payment Charge”), which Dishonored Payment Charge will be due and payable by Client immediately.

5.2.5 Late Payment Interest. To the extent Client fails to pay any amount due under these Terms when due,
CEOLIFE may in its discretion, and without limiting its termination or other rights, (i) charge interest on all amounts due CEOLIFE at 5.0% per month, which amounts due include, without limitation, any interest or late fees or charges due to any vendor of CEOLIFE in connection with Client’s applicable Service Orders (such as charges in connection with the late payment of amounts payable on media spend), (ii) suspend access to CEOLIFE Materials; and (iii) pursue all other remedies available under these Terms, in law, or in equity, including, without limitation, reimbursement for costs of collection incurred by CEOLIFE (including any attorney fees).

5.2.6 Minimum Contract Term. Client agrees that the minimum contact term is 60 days, provided that client follows cancellation policy before the first 30 days are up.

5.3 No Deductions or Setoffs. All amounts payable to CEOLIFE under these Terms shall be paid by Client to CEOLIFE in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than Service Credits issued pursuant to Section 5.4 or any deduction or withholding of tax as may be required by applicable Law).

5.4 Reasonableness of Service Payments and Charges.

5.4.1 Client acknowledges and agrees that each Setup Fee will be wholly non‐refundable to Client for any reason whatsoever, and (i) CEOLIFE has quoted its rates and entered into these Terms, and accepted an applicable Service Order, in reliance on non‐refundable nature of the Setup Fee, (ii) in consideration of the Setup Fee, CEOLIFE has declined other opportunities and offers, and ceased pursuit or service of other business arrangements, including without limitation, terminated existing agreements with other clients, allowing other agreements to expire, and declining to expand the scope of existing service engagements, (iii) the non‐refundable nature of the Setup Fee is intended to act in the manner of a “true retainer” for the purpose of Client engaging CEOLIFE and causing CEOLIFE to dedicate and reserve substantial time, effort, and resources to Client regardless of whether or not Client actually avails itself of CEOLIFE’s time, efforts, and resources.

5.4.2 Client acknowledges and agrees with respect to any Dishonored Payment Charge, that, (i) it would be difficult or impossible to determine CEOLIFE’s actual harm, (ii) CEOLIFE has quoted its rates and entered into these Terms, and each Service Order, in reliance on Client’s full and prompt payment of Service Payments and Expenses, (iii) CEOLIFE’s actual harm or damages resulting from a Dishonored Payment are impractical or impossible to determine at the time Client engages CEOLIFE under any Service Order, (iv) the Dishonored Payment Charge reasonable charge in relation to the administrative and operational burden placed upon CEOLIFE as a result of any such dishonored payment.

5.4.3 Client further agrees that these Terms has been negotiated between knowledgeable and sophisticated Parties, which have each been represented by, or afforded the opportunity to be represented by, legal counsel in connection with these Terms.

6. REFUND POLICY

6.1 REFUNDS
6.1.1 All Refunds requested are subject to the applicable terms of service in this document. If not addressed directly by this document, then no refunds can be due or payable to client. All refunds are at the full discretion of CEOLIFE principals and/or partners, only.

7. WARRANTY DISCLAIMERS AND RELATED MATTERS.

7.1 Warranty and Warranty Disclaimer.

7.1.1 Warranty. CEOLIFE represents, warrants, covenants, and agrees as follows: (i) CEOLIFE is a limited liability company, duly formed under the laws of the State of California; (ii) CEOLIFE has the full right and authority to enter into these Terms; (iii) the execution and delivery of these Terms has been duly authorized and approved by CEOLIFE, and the person signing these Terms on CEOLIFE’s behalf has due authorization to effectively bind CEOLIFE hereunder. CEOLIFE’s execution of these Terms will not violate, conflict with or result in a breach of any provision of, or constitute a default under, any contract or other obligation to which CEOLIFE is a party or by which CEOLIFE bound.

7.1.2 Disclaimer. CLIENT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, CEOLIFE MATERIALS ARE BEING PROVIDED ON AN “AS IS” BASIS. CEOLIFE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR COLLATERAL, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‐INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, CEOLIFE DOES NOT WARRANT OR GUARANTEE: (I) THE USE OF CEOLIFE MATERIALS (INCLUDING, WITHOUT LIMITATION, THE SERVICES), OR RESULTS THEREOF OR THEREFROM, (II) THAT CEOLIFE MATERIALS WILL MEET CLIENT’S EXPECTATIONS, OR (III) THAT RESULTANT DATA WILL COMPLETE OR ACCURATE. CEOLIFE DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD-PARTY APPLICATIONS OR DATA INCLUDING, ANY RESULTS OR REPORTS GENERATED FROM SUCH THIRD PARTY DATA OR CLIENT DATA OR MATERIALS. IN FURTHERANCE OF THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT CEOLIFE HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR COLLATERAL, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO ANY MATTER ENUMERATED IN SUBPARTS (I)‐(III) OF THIS SECTION 6.1, OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THESE TERMS.

For the avoidance of doubt, and in furtherance of this Section 6.1.2, CEOLIFE makes no guaranty as to the results of the Services, or Client’s ability to fully utilize the Services.

7.2 CEOLIFE Systems and Security Obligations. CEOLIFE will employ security measures in accordance with CEOLIFE’s Privacy Policy as amended from time to time (“Privacy Policy”).

7.3 Prohibited Data. Client acknowledges that the Services are not designed with security and access management for processing the following categories of information: (i) any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located (collectively, “Personal Information”); (ii) data that is classified and or used on the U.S. Munitions list, including software and technical data; (iii) articles, services and related technical data designated as defense articles or defense services; and (iv) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Client shall not provide any Prohibited Data to, or process any Prohibited Data through, the Services, CEOLIFE Systems or any CEOLIFE personnel. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any Prohibited Data.

7.4 Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Client in connection with the Services; (iii) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third‐party services (“Client Systems”); and (d) all access to and use of the Services and CEOLIFE Materials directly or indirectly by or through the Client Systems, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

7.5 Access and Security. Client shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services, and to control the use of the Services.

7.6 Data Backup. The Services do not replace the need for Client to maintain regular data backups or redundant data archives. CEOLIFE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CLIENT DATA.

8. LIMITATION ON LIABILITY. IN NO EVENT WILL CEOLIFE BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, REGULATORY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS INCLUDING THE USE OF OR INABILITY TO USE CEOLIFE MATERIALS OR FOR ANY ERROR OR DEFECT IN CEOLIFE MATERIALS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CEOLIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CEOLIFE’S TOTAL AGGREGATE LIABILITY ARISING UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE LESSER OF THE SERVICE PAYMENTS PAID BY CLIENT IN THE PRIOR 6 MONTHS AND TEN THOUSAND UNITED STATES DOLLARS ($10,000). THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. INDEMNITY.

9.1 Client Indemnity. Client will indemnify, defend, protect, and hold harmless CEOLIFE and its affiliates, investors, directors and officers, and their successors and assigns from any Losses (including any regulatory investigation claims or third party subpoena costs) arising from any Claims to the extent that it is based upon or arises from (i) any Client data, materials, or content as provided by or on behalf of Client to CEOLIFE infringing any Intellectual Property Rights or other rights of any third party or applicable data privacy laws, rules, or regulations (including any self‐regulatory rules), including, without limitation, to the extent that any such alleged infringement results or arises from Client’s combination or integration of any CEOLIFE Materials with any other materials, products, or services; (ii) Client’s products or services; (iii) use of misuse of CEOLIFE Materials, including, without limitation, (1) any breach of the rights licensed by CEOLIFE hereunder, or (2) any use of CEOLIFE Materials in any location for which Client does not have all applicable authorization;
(iv) any violation by Client of any applicable federal, state or local laws, rules, or regulations; and (v) Client’s other acts or omissions.

9.2 Indemnity Procedure. The indemnifying party’s obligations under this Section 8 are contingent upon: (i) the indemnified party providing the indemnifying party with prompt written notice of such claim; (ii) the indemnified party providing reasonable cooperation to the indemnifying party, at the indemnifying party’s expense, in the defense and settlement of such claim; and
(iii) the indemnifying party having sole authority to defend or settle such claim.

9.3 Exceptions and Exclusions. CEOLIFE’s obligation to indemnify Client pursuant to Section 8.1 will not apply to the extent any claim results from or is based on: (i) any combination, operation or use of the Services with any product, system, device, method or data not provided by CEOLIFE, if such claim would have been avoided but for such combination, operation or use; (ii) modification of CEOLIFE Materials by anyone other than CEOLIFE, if a claim would have been avoided but for such modification; (iii) Client’s use of CEOLIFE Materials other than in compliance with these Terms; or (iv) any open source or third party applications or components. If Client’s use of the Services is, or in CEOLIFE’s opinion is likely to be, enjoined due to the type of claim specified in Section 8, then CEOLIFE may at its sole option and expense: (a) replace or modify the Services to make them non‐infringing and of equivalent functionality; (b) procure for Client the right to continue using the Services under the terms of these Terms; or (c) terminate Client’s rights and CEOLIFE’s obligation under these Terms with respect to such Services and refund to Client a pro‐rata portion of the Service Payments paid for such Services for the time Client is unable to use the Services. THE PROVISIONS OF THIS SECTION 8 SET FORTH CEOLIFE’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CEOLIFE’S INDEMNITY OBLIGATIONS AND/OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

10. TERM AND TERMINATION.

10.1 Term. These Terms commences on the Effective Date and, unless earlier terminated as provided in Section 9.3, will continue in effect for the duration set forth in the Service Order (“Initial Term”). These Terms for recurring services only, will automatically renew for subsequent periods of the same duration as the Initial Term (each, a “Renewal Term”), unless either party provides written notice of non‐ renewal at least thirty (30) days before the end of the Initial Term or the Renewal Term then in effect, (the Initial Term and the Renewal Term collectively, the “Term”). The Service Payments payable during any Renewal Term will be increased according to CEOLIFE’s then posted fee schedule as of the date of commencement of the Renewal Term. Client agrees to continue service at minimum for the remainder of the current term plus one additional 30 day term for winding down purposes.
10.2 Minimum Term. CEOLIFE and Client agree that the minimum term for any such Agreement will be 1 months or 30 days. Should Client cancel prior to the end of the first 30 days, the remaining term will become immediately due and payable within 5 business days to the method of payment on file.

10.3 Termination. CEOLIFE may terminate these Terms immediately upon written notice to Client in the event that (i) CEOLIFE discontinues the Services (in which case Client will be entitled to a refund of any pre‐paid fees); or (ii) Client fails to pay the Service Payments in a timely manner and does not cure such non‐payment within five (5) days of written notice by CEOLIFE or (iii) Client breaches Sections 2 or 4, or infringes or otherwise violates CEOLIFE’s Intellectual Property Rights in or to CEOLIFE Materials. In addition, either party may terminate these Terms upon notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) business days following written notice specifying the breach, to the extent such breach is reasonably curable. Further, either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (2) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
(3) makes or seeks to make a general assignment for the benefit of its creditors; or (4) applies for or has appointed a receiver, trustee,
custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its
property or business.

10.4 Effect of Termination. Upon any termination or expiration of these Terms: (i) the rights, licenses, consents and authorizations granted to Client under these Terms will automatically terminate; (ii) Client will promptly deliver to CEOLIFE any accrued but unpaid Service Payments and expenses incurred or committed to be incurred by CEOLIFE with Client’s prior approval; and (iii) Client will immediately cease all use of, or access to, the Services or any CEOLIFE Materials; (iv) Any remaining Term payments shall become immediately due within 5 business days of termination or notice of termination.

10.5 Client Termination Process. Client agrees to the following termination process in order to consider account fully terminated and for service and billing to cease.
10.5.1 Notice in Writing. Client agrees to notify all, CEOLIFE Assigned Project Manager and John Seckel.

10.6 Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8 (in accordance with its terms), 9.3, 9.4, 10, and 11 will survive any termination or expiration of these Terms.

11. EXPORT AND FEDERAL AGENCY USERS.

11.1 Export. Client may not remove or export from the United States or allow the export or re‐export of the Services, Service Software, CEOLIFE Materials, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Service Software and Documentation related to the Services are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.

11.2 U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

12. GENERAL PROVISIONS.

12.1 Entire Agreement. These Terms, all of Client’s Service Orders, together with all schedule, attachments, and exhibits hereto and thereto (all of which are hereby incorporated by reference), constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. CEOLIFE may make changes to these Terms, including, without limitation, the Fee, from time to time. Unless otherwise noted by CEOLIFE, material changes to these Terms will become effective thirty (30) days after they are posted, except if the changes apply to updates or modifications to Platform Service functionality in which case they will be effective immediately. CEOLIFE will provide at least ninety (90) days’ advance notice for any modification to these Terms which CEOLIFE reasonably determines is materially adverse to Client. If Client does not agree to the revised Terms, Client may terminate these Terms, and cease use of the Services.

12.2 Assignment. Neither party shall assign these Terms without the other party’s prior written consent except in the event of any merger, consolidation, or acquisition of all or substantially all of a party’s assets to which these Terms relates.
12.3 Governing Law; Submission to Jurisdiction. These Terms is governed by and construed in accordance with the
internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Los Angeles and County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
12.4 Attorneys’ Service Payments. In the event of any litigation or arbitration between or among the Parties hereto respecting or arising out of these Terms, the successful or prevailing Party shall be entitled to recover his reasonable attorneys’ fees and other costs in connection therewith, including, without limitation, any attorneys’ fees incurred after a judgment has been rendered by a court of competent jurisdiction.

12.5 Arbitration. Any matter relating to these Terms any breach or interpretation of these Terms, including, without limitation in relation to any Service Order or Services (each a “Dispute”), will be settled and resolved by binding arbitration in Los Angeles, California, before a single arbitrator at Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall be conducted in accordance with JAMS’ rules and procedures, including JAMS’s Streamlined Arbitration Rules and Procedures, except as expressly modified by this paragraph. In reaching a decision on any Dispute, the arbitrator shall be bound by the provisions of these Terms and by the law that the Parties have selected to govern the enforcement and interpretation of these Terms. The arbitrator’s decision on the Dispute shall be a final and binding determination, and such decision may be confirmed and shall be fully enforceable as an arbitration award in any court having jurisdiction and venue over the Parties. The arbitrator shall have exclusive jurisdiction to determine any questions of arbitrability and any such question shall be governed by the California Arbitration Act. The arbitrator shall also award the prevailing Party or Parties such Party’s or Parties’ reasonable attorneys’ fees and litigation expenses in accordance with Section 11.4, and shall order the non‐prevailing Party or Parties to pay the prevailing Party’s or Parties’ arbitrator’s fees and expenses as part of the arbitration award. For such purpose, the arbitrator shall determine the prevailing Party or Parties. Each Party agrees to accept service of process for all arbitration proceedings in accordance with JAMS’ rules. Nothing in this paragraph shall prevent any Party from (i) seeking and obtaining injunctive or other equitable relief through an action in court; (ii) joining any Party as a defendant in any action brought by or against a third party;
(iii) bringing an action in court to affect any attachment or garnishment with respect to amounts liquidated under these Terms (such as liquidated Service Payments and Expenses); or (iv) bringing an action in court to compel arbitration as required by this Section.

12.6 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of these Terms will remain in full force and effect.

12.7 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.

12.8 Notices. All notices to Client required or permitted under these Terms will be in writing and sent by email or by notification in the Services console, and in each instance will be deemed given upon receipt. All notices to CEOLIFE required or permitted under these Terms will be in writing and sent to the following addresses, as applicable:

If to CEOLIFE:

CEO LIFE, LLC
jseckel@ceo.life

With a copy (which shall not constitute notice) to:

Venable LLP
2049 Century Park East, Suite 2300 Los Angeles, CA 90067
Attn: Max Wellman, Esq.
CC: MWellman@venable.com

12.9 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12.10 Public Announcements. Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that CEOLIFE is authorized to use and reference Client’s name, trade name, trademarks, service marks, logo, project description, site design, architecture, and Website functionality in communications (written, oral, or electronic), relating to publicity releases, portfolios, advertising or sales activities or brochures, or similar written materials or activities.

12.11 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Sections 2, 4, 8, 9.3, 10, or 11.11, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.12 Force Majeure. Except for Client’s payment obligations, if either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials, governmental restrictions, regulation or controls, judicial orders, enemy or hostile governmental action, terrorist act, civil commotion, riot, fire, unicorn sighting, earthquake, or natural disaster, or other causes (except financial causes) beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such event.

12.13 Client Delay. If CEOLIFE’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, CEOLIFE shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

12.14 Counterparts. These Terms may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

12.15 Service Order Ratification and Extension of Term. In the event of any conflict between these Terms, and any Service Order, the applicable Service Order shall control. Notwithstanding any provision of these Terms which is not specifically contradicted by an Service Order, these Terms is hereby ratified by the Parties in connection with the execution of any Service Order, and shall remain in full force and effect until terminated pursuant to its terms. In the event that these Terms has previously expired or been terminated, any Service Order shall act to reinstate these Terms, and once again ratify its terms. On that basis, the Parties, by agreeing to any Service Order, reaffirm their obligations under these Terms (whether or not these Terms has previously expired or been terminated) as modified by each applicable Service Order, and accordingly the Term of these Terms will be extended pursuant to each applicable Service Order. All capitalized or defined terms not defined in an Service Order have the meaning set forth in these Terms.
12.16 Guarantor. The guarantor, if any named on any Client Service Order (“Secondary Payor”) hereby unconditionally and irrevocably guaranties the due and punctual payment of all amounts owing or payable by Client arising under these Terms (collectively, the “Guaranteed Obligations”). Secondary Payor’s liability under these Terms is a guaranty of payment and performance of the Guaranteed Obligations and not of collection or collectability. Secondary Payor’s liability hereunder is unconditional and is not contingent upon the occurrence of any event or satisfaction of any condition or upon the genuineness, validity, regularity or enforceability of the other provisions of these Terms. Secondary Payor’s liability under this Guaranty shall continue until all the Guaranteed Obligations have been fully and completely paid, performed and satisfied. Secondary Payor’s covenants and obligations under these Terms are independent of the covenants and obligations of Client. Secondary Payor hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including
(a) any right to require CEOLIFE to proceed against Client or to pursue any other remedy in CEOLIFE’s power before proceeding against Secondary Payor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of CEOLIFE to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) any defense based upon an election of remedies by CEOLIFE; and (d) any defense based upon any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of Client.