Terms and Conditions
This Terms and Conditions (“Agreement”) is made and entered into between Responsive Advisors, Inc. (“Responsive Advisors”) and you ( “Client”) and this Agreement shall govern the services provided by Responsive Advisors for the Client as referenced herein and in such event listing offered through the Responsive Advisors website located at www.responsiveadvisors.com and/or through third party services such as ‘Eventbrite’ and other third party online service listings, and all courses, materials, information and/or products provided by Responsive Advisors (collectively, the “Services”). The Agreement applies to all users of the Services.
Please read this Agreement carefully before purchasing a ticket, attending a course and/or using the Services. You are not allowed to purchase a ticket, attend a course or use the Services if you do not agree to the terms and conditions set forth in this Agreement. Please note that this Agreement is not intended to supersede or replace those of Eventbrite or any third party service provider’s terms and conditions which ‘Eventbrite’ or such third party requires Client to agree to when making a booking on such third party site, and this Agreement will be in addition to such third party terms and conditions, and Responsive Advisors shall have no liability related thereto.
BY PURCHASING A TICKET, ATTENDING A COURSE AND/OR USING THE SERVICES, CLIENT EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE DATE OF SUCH PURCHASE AND/OR ATTENDANCE, AS APPLICABLE (“EFFECTIVE DATE”). IF CLIENT IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE CLIENT’S LEGAL ENTITY, CLIENT REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND CLIENT. IF CLIENT DOES NOT AGREE WITH THIS AGREEMENT, CLIENT MUST NOT PURCHASE A TICKET, ATTEND A COURSE AND/OR USE THE SERVICES.
1.1 Services. By placing an order for Services, Client agrees that (a) Client is legally capable of entering into binding contracts; and (b) Client is at least eighteen (18) years of age. Any descriptions, advertisement and/or illustrations detailed in the service listing is issued solely to provide Client with an approximate idea of the Services described. Such service listing does not form part of the Agreement to which this Agreement applies or any other contract between Client and Responsive Advisors of the Services. Responsive Advisors will supply the Services on the date set forth in the service listing. Client acknowledges there may be delays due to circumstances beyond Responsive Advisor’s control. In such instances, Responsive Advisors will contact Client and provide the Services as soon as commercially possible.
1.2 Cooperation. Client shall fully cooperate with Responsive Advisors, and make competent, qualified personnel available to assist and answer questions as reasonably requested by Responsive Advisors. Responsive Advisors will assume that all information, assumptions, representations and data that Client supplies is accurate and complete. Responsive Advisors is not responsible for the independent verification of required information and shall not be responsible for delays in the provision of the Services caused by Client’s failure to provide such information. Responsive Advisors may ask Client to verify Client’s identity and/or eligibility to receive or attend a Service before providing it. Without restricting Responsive Advisor’s other rights, if Client does not provide Responsive Advisor with satisfactory evidence by the time requested by Responsive Advisor, Responsive Advisor will be entitled to cancel the Agreement at any time, even after acceptance, and shall not be obligated to provide the Services. Client acknowledges that such verification procedures are to protect Client’s identity and security interests.
1.3 Event Changes. It may be necessary for reasons beyond Responsive Advisor’s control for Responsive Advisor to vary the Services, including without limitation the workshop, conference, course and event times, dates, instructor, venue, and content. Responsive Advisors shall, where reasonably practicable, notify Client of such changes.
"Confidential Information" includes (i) all information related to the business of one party (“Disclosing Party”) and any of its affiliates, clients and other third parties, to which the other party (“Receiving Party”) has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services; (ii) all notes, analyses and studies prepared by the Receiving Party incorporating any of the information described in this Article 2, and (iii) the terms and conditions of this Agreement. The Receiving Party must only use the Disclosing Party’s Confidential Information for the purposes of this Agreement and may only disclose the Disclosing Party’s Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement. The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. Confidential Information does not include information that: (a) is obtained by the Receiving Party from the public domain without breach of this Agreement; (b) was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) becomes known by the Receiving Party from a third party independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of such receipt, and may thereafter comply with such process. Upon request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party, destroy or delete as the Disclosing Party directs, all original documents and copies (including those in electronic form) which contain or relate to Confidential Information of the Disclosing Party. Each party acknowledges that a breach of this Article 2 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, injunctive or such further relief as may be proper from a court of competent jurisdiction.
Responsive Advisors retains all rights, title, interest and ownership, of and all intellectual property rights with respect to the Services. Responsive Advisors may provide materials to Client and its Representatives including but not limited to: information, notes, recordings, chats, analyses, courses, studies, videos, books, tests, presentational materials and other aids, procedures, frameworks, techniques, operating methods, know-how, processes, formulas, source and object codes, data, improvements, plans, modifications, and/or derivative works and any other information which could reasonably be expected to benefit competitors of Responsive Advisors (collectively, “Materials”). Client understands that the Materials that it receives are confidential and proprietary to Responsive Advisors, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner. Responsive Advisors hereby grants, subject to Responsive Advisors’ receipt of payment, to Client a non-exclusive, non-transferrable, royalty-free, and limited license under Responsive Advisors’ intellectual rights in and to the Materials to use solely for internal use solely as so embedded or included in conjunction with the Services. Client may not use the Materials for any commercial purposes, unless Responsive Advisors’ expressly agree otherwise.
4.1 Fees. In consideration of the provision of the Services, Client agrees to pay Responsive Advisors the fees set forth in the Service listing. All fees due and payable by the Client to Responsive Advisors under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. The fees reflected herein shall be in U.S. dollars.
4.2 Taxes. All fees due and payable under this Agreement are exclusive of taxes, which will be added at the prevailing rate from time to time, if applicable.
4.3 Orders. By placing an order, Client agrees to pay Responsive Advisors for all Services in full, and unless otherwise agreed to by Responsive Advisors in writing, at the time Client places the order.
4.4 Online Payments. Online payments via third party service providers are not collected by Responsive Advisors directly but by a third party service provider, such as ‘Eventbrite. Once payment is received by such third party service provider in cleared funds, such third party service provider will contact Responsive Advisor’s to confirm the details of Client’s successful payment. All invoices must be paid in full within thirty (30) days after the invoice date.
4.5 Late Payments. If the Client does not make payment within thirty (30) days from the date on which it is due to be paid, interest will be due and payable and calculated daily at a rate of one and one half percent (1.5%) per month. Responsive Advisors may, in its sole discretion, suspend Services until payment is made in full without incurring any liability. If Client’s unpaid invoices are referred to an attorney or collections agency, Client shall be liable for all reasonable attorney’s fees or collections agency fees related thereto.
The term of this Agreement shall commence on the Effective Date and remain in effect through completion of the Services.
6.1 Cancellation. In the event the Services are rescheduled or canceled, Client shall have the option of rescheduling to another course or receive a full refund.
6.2 Refund Policy. If Client is unable to attend the scheduled Servicer, Client shall provide Responsive Advisors written notification at least thirty (30) calendar days prior to the start of the scheduled Service. Client shall be eligible for a full refund less 3% non-refundable credit card processing fee, or may choose to otherwise reschedule for a future course.
Cancellations made 29 calendar days to 14 calendar days prior to the start of the scheduled Service is eligible to reschedule for a future course or receive an eighty percent (80%) refund. If Client cancels within 14 calendar days from the start of a Service, or if Client does not attend the Service, Client will not be eligible for a refund or credit. Cancellation requests should be sent via email to email@example.com.
6.3 Foreign Currency Convenience Fees. If Client pays in non-USD currency the payment may be subject to a convenience fee to convert the currency and is levied by the Client's bank or Credit Card provider. THESE FEES ARE NEVER REFUNDABLE.
6.4 Foreign Currency Value Changes and Refunds The value of Client's currency compared with USD can change constantly. Any refund you receive will be in USD. This refund may be more or less that what was paid in Client's currency due to constant fluctuation in financial markets related to currency conversion. THESE DIFFERENCES IN CURRENCY VALUE ARE NEVER REFUNDABLE.
- REPRESENTATIONS & WARRANTIES
7.1 Each party represents and warrants that it (i) is a duly organized, validly existing and in good standing under the laws of the State of organization; and (ii) has the power and authority to enter into this Agreement.
7.2 Responsive Advisors warrants that Services will performed in a good and workmanlike manner in accordance with applicable industry standards and practices.
7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7.4 Exclusive Remedy. Client’s sole and exclusive remedy and Responsive Advisors’ sole and exclusive liability for any breach of the warranty set forth in Section 7.2 shall be for Responsive Advisors to re-perform the Services at no cost to Client. This sole and exclusive remedy is available only if Responsive Advisors is promptly notified in writing within thirty (30) days after the performance of such Services that do not conform to the warranty set forth in Section 7.2. For avoidance of doubt, this Section shall not be deemed to limit either party’s rights or remedies under any other Section of this Agreement.
- LIMITATION OF LIABILITY
EACH PARTY’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO RESPONSIVE ADVISORS IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. IN NO EVENT WILL CLIENT OR RESPONSIVE ADVISORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OR EXCLUSION OF EITHER PARTY’S LIABILITY WILL APPLY WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATING TO ARTICLE 2 AND ARTICLE 9 OF THIS AGREEMENT AND/OR ITS WILLFUL MISCONDUCT AND/OR GROSS NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE EXCLUSIONS AND LIMITS STATED IN THIS AGREEMENT DO NOT APPLY TO ANY OF CLIENT’S OBLIGATIONS TO PAY FEES AND COSTS TO RESPONSIVE ADVISORS UNDER THIS AGREEMENT.
9.1 Indemnification by Responsive Advisors. Responsive Advisors agrees to indemnify, defend and hold Client harmless from and against any liabilities, losses, costs, damages, demands and expenses, including reasonable attorney’s fees, finally awarded, arising out of, and/or relating to, any claim (“Claim”) that Client’s use of the Materials constitutes infringement, violation, trespass, contravention and/or breach in the United States of any patent, copyright, trademark, license and/or other property and/or proprietary right of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party. Notwithstanding anything herein to the contrary, the indemnity in this Section 9.1, shall not apply (i) to a Claim arising from any modification of the Materials by Client and/or any third party, and/or from the use of the Materials not authorized by Responsive Advisors and/or in a manner contrary to those specific business functions as expressly provided under this Agreement, to the extent such modification and/or use resulted in the Claim, (ii) if such Claim results from Client’s use of the Materials after notice of the alleged or actual infringement from Responsive Advisors or any appropriate authority, and/or (iii) in the event of any breach of Client’s obligations under this Agreement and/or the use of the Materials other than in accordance with and/or in connection with this Agreement, and/or in a manner not reasonably contemplated by this Agreement. The indemnities set forth herein shall survive the termination of this Agreement.
9.2 Indemnification by Client. Client shall indemnify, defend and hold Responsive Advisors and its officers, associates, employees, contractors and agents harmless from and against all Claims arising out of and/or related to (i) Client’s and/or its Representatives breach of the terms and/or conditions of this Agreement, and/or (iv) Client’s and/or its Representatives failure to use of the Services and/or Materials in accordance with the terms and conditions set forth herein.
9.3 Conditions for Indemnification. A party seeking indemnification under this Section shall (a) promptly notify the other party of the Claim, (b) give the other party the sole control of the defense and settlement of the Claim, and (c) provide, at the other party’s expense, out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the Claim.
9.4 Claim. In the event of a Claim related to Section 9.1 described herein, Responsive Advisors shall be entitled at its own expense and option to (i) procure the right for the Client to continue utilizing the Materials which are at issue; (ii) modify the Materials to render same non-infringing; or (iii) replace the Materials with an equally suitable, functionally equivalent, compatible, non-infringing Service. If none of the foregoing is possible as determined by Responsive Advisors in its sole and absolute discretion, Responsive Advisors may terminate this Agreement without liability upon prior written notice to the Client. This Section sets forth the Client’s sole and exclusive remedy for any Claim related to Responsive Advisors’ intellectual property infringement indemnification obligations described herein.
- FORCE MAJEURE
Notwithstanding any other provision of this Agreement, neither party is liable for any failure to perform, or delay in performing, any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, epidemics, communication line failures, power failures, acts of God, acts of war, terrorism, riots, civil disorders or rebellions (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. Either party may terminate this Agreement by giving the other party written notice if the other party fails to perform those obligations for one (1) month due to such Force Majeure Event. This Section does not apply to Article 2, or any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event.
- INDEPENDENT CONTRACTOR
Responsive Advisors is an independent contractor and will determine the method, details and means of performing the Services. No party shall have the authority to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture or agency relationship between the parties for any purpose. Nothing contained herein shall give or is intended to give any rights of any kind to any third persons.
- GOVERNING LAW AND CHOICE OF FORUM
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Illinois, without regard to its choice of laws principles. Any action related to or arising from this Agreement shall take place exclusively in the courts situated in the City of Chicago, Cook County, Illinois and the parties hereby submit to the venue of the courts situated therein.
13.1 Employees. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, without the prior written consent of Responsive Advisors, directly, indirectly or through any other party solicit Responsive Advisors’ employees. Notwithstanding the foregoing, Client may hire the Responsive Advisor’s employees who respond to public advertisements. In the event of a breach of this Article 13.1, the Client’s sole and exclusive liability and Responsive Advisor’s sole and exclusive remedy shall be for Client to pay the Responsive Advisor fifty percent (50%) of the employee’s first year salary.
13.2 Business Relationship. Client agrees that during the term of this Agreement and for a period of one (1) year after the effective date of termination, Client shall not interfere in, or solicit or induce any change in or cessation of, the business relationship between Responsive Advisors and any of its clients, independent contractors, agents, representatives, contract manufacturers, suppliers or investors.
Client may not assign, as a result of a change of control or by operation of law or otherwise, its rights or obligations under this Agreement without the prior written consent of Responsive Advisors. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.
All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the persons designated herein or to such other persons and addresses as the parties may designate from time to time and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
16.1 No Waiver by Conduct. No waiver of any of the terms of this Agreement will be valid unless in writing and designated as such. Any forbearance or delay on the part of either party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence.
16.2 Severability. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.
16.3 Amendment. Subject to the conditions set forth herein, Responsive Advisors may, at any time, in its sole discretion, make changes to the Services. Any revisions to this Agreement will take effect when posted in connection with the Services unless otherwise stated. In the event a revised version includes substantial changes, Responsive Advisors will provide additional forms of notification as it deems necessary in its sole discretion. Responsive Advisors may make such changes to the terms and conditions contained herein and Client’s continued use of the Services following such changes will constitute Client’s acceptance of such changes. Responsive Advisors will provide a notice of such changes by changing the “last updated” date listed above.
16.4 Headings. The headings and titles of the paragraphs of this Agreement are not part of this Agreement, but are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.
16.5 Recitals. The recitals are hereby incorporated into the body of this Agreement for all intents and purposes as if fully set forth herein.
16.6 Survival. Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination on of this Agreement.
16.7 Entire Agreement. This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.
16.8 Attorney Fees. If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover all fees, costs and expenses (including without limitation reasonable attorneys' fees) incurred in connection with the action.
16.9 Construction. The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either party hereto. The parties acknowledge that they have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement.
Last Updated: 10.15.21