Terms of Service

1. Introduction and Acceptance

Welcome to FractionalChiefs. These Terms of Service ("Terms") govern your access to and use of the FractionalChiefs platform, website, and services (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

FractionalChiefs operates a two-sided marketplace that connects companies seeking executive leadership ("Companies") with experienced fractional executives ("Executives"). If you do not agree to these Terms, you may not access or use the Platform.

2. Platform Description

FractionalChiefs is a marketplace platform that facilitates connections between Companies and fractional Executives, including but not limited to:

• Fractional Chief Marketing Officers (CMO)
• Fractional Chief Financial Officers (CFO)
• Fractional Chief Technology Officers (CTO)
• Fractional Chief Operating Officers (COO)
• Fractional Chief Human Resources Officers (CHRO)

The Platform provides tools for profile creation, search and discovery, communication facilitation, and engagement management. FractionalChiefs acts as an intermediary and does not directly employ Executives or guarantee any outcomes from engagements arranged through the Platform.

Executives operate as independent contractors. FractionalChiefs is not an employment agency and does not create any employment relationship between Companies and Executives or between FractionalChiefs and any user.

3. User Accounts

3.1 Account Registration

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Executive Accounts

Executives must complete our vetting process, which may include application review, interviews, reference checks, and background verification. Acceptance is at FractionalChiefs' sole discretion. We reserve the right to remove any Executive from the Platform at any time.

3.3 Company Accounts

Companies must provide accurate information about their business, including company name, industry, size, and engagement requirements. We reserve the right to verify Company information and reject registrations that do not meet our standards.

3.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify FractionalChiefs immediately of any unauthorized use of your account.

4. Platform Fees

4.1 Fee Structure

FractionalChiefs charges a platform fee based on the engagement value between Companies and Executives:

4.2 Fee Calculation

Platform fees are calculated as a percentage of the total engagement value, including all compensation paid to the Executive. Fees are invoiced monthly and are due within 30 days.

4.3 Circumvention Prohibition

Companies and Executives agree not to circumvent the Platform to avoid paying applicable fees. Any engagement between a Company and an Executive who were introduced through the Platform must be processed through the Platform for a period of 24 months from the date of introduction. Violation of this provision may result in account termination and legal action.

5. Executive Obligations

As an Executive on the Platform, you agree to:

• Provide accurate and truthful information about your experience, qualifications, skills, and work history
• Maintain up-to-date availability status and respond to Company inquiries within 48 hours
• Conduct yourself professionally in all communications and engagements
• Deliver services with the skill and care expected of a qualified professional in your field
• Honor all commitments made to Companies through the Platform
• Maintain appropriate professional liability insurance where required
• Comply with all applicable laws, regulations, and professional standards
• Protect confidential information received from Companies
• Not engage in any discriminatory, harassing, or fraudulent behavior
• Report any conflicts of interest that may affect an engagement

6. Company Obligations

As a Company using the Platform, you agree to:

• Provide accurate and honest descriptions of your requirements, scope of work, and expectations
• Clearly communicate the nature of the engagement, including hours, duration, and deliverables
• Make timely payments according to agreed-upon terms (net 30 unless otherwise specified)
• Provide Executives with the resources, access, and information necessary to perform their duties
• Treat Executives with respect and professionalism
• Honor the independent contractor relationship and not treat Executives as employees
• Maintain confidentiality regarding Executive compensation and Platform communications
• Not solicit Executives for direct engagements outside the Platform during the circumvention period
• Provide honest feedback and reviews about Executive performance
• Comply with all applicable employment and contractor laws

7. Intellectual Property

7.1 Platform Intellectual Property

The Platform, including its design, features, content, and underlying technology, is owned by FractionalChiefs and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the Platform without our express written permission.

7.2 User Content

You retain ownership of content you submit to the Platform. By submitting content, you grant FractionalChiefs a non-exclusive, worldwide, royalty-free license to use, display, and distribute that content in connection with the Platform.

7.3 Work Product

Ownership of work product created during an engagement is determined by the agreement between the Company and Executive. FractionalChiefs makes no claim to intellectual property created during engagements. Companies and Executives should establish clear IP ownership terms in their engagement agreements.

8. Limitation of Liability

8.1 Platform Provided "As Is"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FRACTIONALCHIEFS DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 No Guarantee of Results

FractionalChiefs does not guarantee the quality, suitability, or performance of any Executive, the success of any engagement, or any specific outcomes. Companies are responsible for evaluating Executives and making their own hiring decisions.

8.3 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRACTIONALCHIEFS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE PLATFORM SHALL NOT EXCEED THE AMOUNT OF FEES YOU PAID TO FRACTIONALCHIEFS IN THE 12 MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless FractionalChiefs, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any engagement between a Company and Executive facilitated through the Platform.

10. Dispute Resolution

10.1 Between Users

Disputes between Companies and Executives regarding engagements should first be addressed directly between the parties. FractionalChiefs may, at its discretion, offer mediation services but is not obligated to resolve user disputes.

10.2 Between Users and FractionalChiefs

Any dispute arising from these Terms or your use of the Platform shall first be addressed through good-faith negotiations. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

10.3 Class Action Waiver

You agree to resolve any disputes on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

11. Termination

FractionalChiefs may suspend or terminate your account at any time for any reason, including violation of these Terms. You may close your account at any time by contacting us. Upon termination:

• Your right to access the Platform immediately ceases
• Outstanding fees remain payable
• The circumvention prohibition continues for its full term
• Provisions intended to survive termination shall remain in effect

12. Changes to Terms

FractionalChiefs reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date.

Your continued use of the Platform after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

13.2 Entire Agreement

These Terms constitute the entire agreement between you and FractionalChiefs regarding the Platform and supersede all prior agreements.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.4 No Waiver

Failure by FractionalChiefs to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

14. Contact Information

For questions about these Terms of Service, please contact us: