Terms of service

MASTER ADVERTISING SERVICES AGREEMENT

This Master Advertising Services Agreement (“Agreement”) is entered into as of the Effective Date set forth in an applicable Service Order (as defined below) by and between:

EXCLUSIVE Chicago, LLC, an Illinois limited liability company (“Company”), and the advertiser identified in the applicable Service Order (“Advertiser”). Company and Advertiser may be referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE

Company provides digital advertorial, advertising placement, publishing, and related marketing services. Brand Partner desires to purchase such services under the terms of this Agreement.

2. SERVICES

2.1 Service Orders

Specific services, placements, pricing, and campaign details shall be described in a mutually approved insertion order, proposal, email confirmation, or other written communication (each, a “Service Order”).

2.2 Incorporation

Each Service Order is governed by and incorporated into this Agreement.

2.3 Discretion Over Placement

Company retains editorial and placement discretion unless otherwise expressly agreed in writing.

3.CATEGORY EXCLUSIVITY AND TERM

3.1 Exclusive Category Designation

If a Service Order designates Advertiser as a “Category Exclusive” partner, Company agrees that during the active term of that Service Order, it will not knowingly accept paid advertising placements from another business operating in the same primary business vertical within the same geographic distribution area.

3.2 Scope of Exclusivity

Exclusivity applies only to paid advertorial placements substantially similar in format and distribution to the Advertiser’s Service Order. It does not restrict:

  • Editorial content

  • Organic blog content

  • Listings not part of the exclusive program

  • Businesses outside the defined vertical

  • Geographic markets outside the agreed territory

  • 3.3 Company Discretion

Company retains sole discretion in defining business vertical categories and determining whether a potential advertiser competes within the same primary category.

3.4 Termination of Exclusivity

Exclusivity applies only while Advertiser is in good standing and current on all payments. Upon expiration or termination of the applicable Service Order, exclusivity immediately terminates.

3.5 Term

This Agreement begins on the Effective Date of the first Service Order and continues until terminated in accordance with this Agreement. Individual Service Orders shall remain in effect for the duration specified therein.

4. PAYMENT TERMS

4.1 Fees

Advertiser agrees to pay all fees set forth in the applicable Service Order or invoice.

4.2 Due Date

Payment is due upon receipt unless otherwise agreed in writing.

4.3 Late Payments

Late payments may incur interest at 1.5% per month or the maximum amount permitted by law, whichever is lower.

4.4 Collection Costs

Advertiser agrees to reimburse Company for reasonable collection costs, including attorneys’ fees, incurred due to non-payment.

4.5 Recurring Billing Authorization

If a Service Order includes recurring services, Advertiser authorizes Company to charge the credit card, ACH account, or other payment method provided for recurring monthly payments in the amount set forth in the applicable Service Order.

Charges shall occur on or about the same calendar day each month unless otherwise agreed in writing. Advertiser represents that it is authorized to use the designated payment method and agrees to maintain valid and current payment information during the term of the Service Order. Failure to maintain valid payment authorization constitutes a material breach of this Agreement.

5. CONTENT & REPRESENTATIONS

5.1 Content Submission

Advertiser shall provide all required materials in a timely manner.

5.2 Compliance

Advertiser represents and warrants that all submitted materials:

  • Are truthful and not misleading

  • Comply with all applicable laws and regulations

  • Do not infringe intellectual property or other rights of third parties

5.3 Delay-Company is not liable for delays caused by late or incomplete materials.

6. RIGHT TO REJECT OR REMOVE

Company may reject, edit, suspend, or remove advertising that it reasonably determines:

  • Violates applicable law

  • Infringes third-party rights

  • Is misleading or deceptive

  • Poses reputational risk to Company

  • Removal does not relieve Advertiser of payment obligations.

7. NO PERFORMANCE GUARANTEES

Company makes no representations or warranties regarding sales, leads, conversions, revenue, traffic, or performance outcomes.

Company’s obligation is limited to using commercially reasonable efforts to provide the agreed advertising placements described in the applicable Service Order.

8. INDEMNIFICATION

Advertiser agrees to indemnify, defend, and hold harmless Company and its members, managers, employees, contractors, and affiliates from any claims, damages, liabilities, costs, or expenses arising out of:

  • Advertiser’s content

  • Advertiser’s products or services

  • Alleged defamation, false advertising, or regulatory violations

  • Intellectual property infringement

9. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Company shall not be liable for indirect, incidental, special, punitive, or consequential damages. Company’s total aggregate liability shall not exceed the fees paid by Advertiser in the ninety (90) days preceding the claim.

10. INTELLECTUAL PROPERTY

10.1 Company Property-Company retains all rights to its websites, digital platforms, publishing systems, branding, and proprietary processes.

10.2 Advertiser Property-Advertiser retains ownership of their trademarks and content.

10.3 License-Each Party grants the other a limited, non-exclusive, revocable license to use submitted materials solely for purposes of fulfilling this Agreement.

11. CONFIDENTIALITY 

Each Party agrees to maintain the confidentiality of non-public business, financial, or strategic information received from the other Party, except where disclosure is required by law.

12. TERMINATION

12.1 Without Cause

Either Party may terminate this Agreement with sixty (60) days’ written notice, provided that any minimum commitment period set forth in a Service Order must first be satisfied.

12.2 Immediate Termination

Company may terminate immediately if Advertiser:

  • Fails to pay

  • Provides unlawful or infringing materials

  • Engages in conduct that materially harms Company’s reputation

12.3 Payment Upon Termination. Advertiser remains responsible for all fees for services performed or committed prior to termination.

13. CANCELLATION OF SERVICE ORDERS

Unless otherwise stated in a Service Order:

  • No refunds will be issued for services already performed or placements already delivered.

  • Any discretionary refunds are solely at Company’s election.

14. FORCE MAJEURE

Neither Party is liable for delays or failure to perform due to events beyond reasonable control, including platform outages, governmental actions, natural disasters, or technical disruptions.

15. NON-DISPARAGEMENT

Advertiser agrees not to publicly disparage Company or its affiliated brands. This provision does not prohibit good-faith private dispute resolution.

16. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Illinois. Any dispute shall be resolved exclusively in the state courts located in Lake County, Illinois.

17. ELECTRONIC EXECUTION

This Agreement and any Service Order may be executed electronically and in counterparts. Electronic signatures and email confirmations shall be deemed valid and binding.

18. ENTIRE AGREEMENT

This Agreement, together with all Service Orders, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written. Any modification must be in writing and signed by both Parties.

19. SEVERABILITY

If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in full force and effect.

20. INDEPENDENT CONTRACTORS

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.