Terms & Conditions

Agreement Details

Summary

We will always do our best to fulfill your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s included, who should do what, and what happens if something goes wrong. In this agreement, you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future. Please note, these Terms & Conditions go into effect when you sign up and your first payment is made. Please print or screen copy this page for future use.

In short

You (client), are hiring us Jeanne Cabalar, CAIO (consultant) located at 808 S. Michigan Ave., Ste 3201, Chicago, IL 60605 to perform AI Consulting and implementation as outlined in this agreement. As our client, you have the power and ability to enter into this agreement on behalf of your company or organization.

Legal Stuff

Client desires to retain Consultant to provide a service regarding Client’s business. Consultant has agreed to work with client during a (HALF DAY/ONE DAY/MULTI DAY EVENT or PROJECT) to help the strategic growth of the client, terms and subject to the conditions set forth in this Agreement.

Services: Consultant shall perform (DESCRIBE PROJECT) for (DESCRIBE TIMELINE) beginning indicated DATE, and working until DATE. All (DESCRIBE DELIVERY MODALITY) will take place on a professional meeting platform (such as Zoom) or, uniquely, at a physical location if agreed upon by both Parties mutually. During (THE PROJECT) consultant shall meet with (CLIENT OR CLIENT’S TEAM OR BOTH) and (TEACH/TRAIN/DEVELOP DELIVERABLE) with the intention to support client’s business growth. No other services shall be provided that are not described in this agreement are included, and Client acknowledges that no legal, financial, investing or tax advice will be provided.  

Fee: The Fee for the services described above is (FEE) paid by Credit Card or wire transfer. Client agrees to be billed (and transfer funds) in full prior to first meeting. (IF PAYMENT PLAN OR DIVIDED PAYMENTS ARE PLANNED - WRITE THEM HERE, WITH DATES OF PAYMENTS AND AMOUNTS.) Accordingly, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Provision of Services.

a.  During the term of this Agreement, Advisor shall, provide the Services as described in Schedule A to the Client in accordance with the terms of this Agreement. In connection with providing the Services, Advisor will ensure to make themselves available during scheduled meetings and devote the full amount of time to providing the Services. If Services begin later or earlier than expected due to timing of the Advisor or the Client, the full session time will be maintained.

b.  Advisor shall act under this Agreement solely as an independent contractor and not as an agent, partner, employee, or joint venturer of the Company.

c.  Except as explicitly provided on Schedule A hereto, nothing in this Agreement or otherwise grants Client any right or authority to act on behalf of the Advisor or grants the Advisor any right or authority to act on behalf of Client.

d.  Schedule A may be amended at any time by the written agreement of the Parties, including to add, amend, or remove any Service or Service category.

e.  Each of the Parties hereto agrees to use commercially reasonable efforts to cooperate in good faith with the other in connection with the Services provided under this Agreement.

2. Standard of Performance. Advisor shall provide the Services in substantially the same manner as it performed similar services prior to the Effective Date, with the same degree of care, skill and professionalism as previously provided, and in no event less than a reasonable standard of care, skill, and professionalism. Client agrees to maintain professional and courteous behavior to Advisor, Advisor’s team, employees, or staff that may engage in delivering the services. As well, Client agrees to the “Client Behavior Agreement” marked “Schedule B” and attached to this agreement.

3. Force Majeure; Emergency Situations & Pandemics. In the event that fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, accident, strike, severe family illness or personal illness, declared pandemic, act or omission of any Governmental Entity, or any other similar cause beyond the reasonable control of a party causes cessation or interruption of such party’s performance under this Agreement, performance by such party shall be temporarily excused for the period of the disability, without liability, provided, however, that the non-performing party shall work diligently to resume its performance as soon as reasonably possible under the circumstances.

4. Charges and Payment for the Services.

a. Fees. In consideration for the performance of the Services by Advisor, the Client shall pay to Advisor the consideration set forth in the “FEE” section above. For the avoidance of doubt, the Client will be responsible to directly pay any additional expenses of performing the advisory services. This may include, but not limited to the salaries of the Advisor’s employees and contractors, venue costs, decorator costs, audiovisual costs, registration costs, speaker fees and expenses, and all other vendor and contractor costs and expenses incurred by the Advisor to fulfill planned services. Any additional expected expenses beyond the agreed upon FEE above will be submitted by Advisor to Client as a proposal for additional fees, and mutually agreed upon before any additional costs or fees will be expected or incurred by client.

b. Payment. Except as provided otherwise in FEE section on page 1, all expected payment from Client to Advisor will be made on time. Late payments by 3 days or more, will effectively pause the meeting schedule until balance owed is made current. If balance goes unmanaged or not completed within 30 days, this contract will void and all responsibilities by Advisor from this agreement or any other duties or agreements made will cease. To arrange into good standing, the Client will make payment of all undisputed amounts within thirty (30) days thereafter and Client and Advisor will need to enter into new agreement. Client agrees to 1% per month penalty on all owed fees until balance owed is brought current.

c. Disputes. Any disputes that arise (around billing, quality of delivery, etc) Client & Advisor agree to seek in good faith to resolve the matters together amicably. Any matters that have not been resolved within thirty (30) days shall, at either Party’s written request, be submitted to mediator for a mediated resolution.

5. Term and Termination. This Agreement will be honored from the dates set forth earlier in the agreement. All meetings must be engaged in prior to end date of agreement. Advisor will have no further responsibilities after the completion date of this agreement, unless otherwise noted in writing and agreed upon outside of this agreement.

a. The Term may also be extended for another year under the same terms and conditions, and this Agreement will govern for as long as Advisor and Client chose to work together amicably. Each year a written renewal via email is acceptable along with the same payment structure to continue for an additional year.

b. Upon any termination or expiration of this Agreement: (i) except as set forth in this Section 1(a), the rights and obligations of the Parties under this Agreement shall terminate; (ii) the rights and obligations of the Parties under Sections 6, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement and shall remain in full force and effect for two (2) years; and (iii) each party shall be entitled to all amounts due from the other party under this Agreement up to the date of termination or expiration if any monies are outstanding.  

6. Mutual Confidentiality. Client and Advisor agrees at all times during engagement and thereafter, to hold in the strictest confidence, and not to use, or to disclose to any person or entity, any Confidential Information (as defined herein). "Confidential Information" means any and all non-public information and data (whether written, electronic, oral or any other form) concerning the Client’s or Advisors’ business(es) and affairs of their subsidiaries (including technology, computer programs, know-how, designs, inventions, methods of doing business and supplier, exhibitor and customer information) in the possession of or furnished to Client or Advisor under this Agreement, provided that Confidential Information does not include information that is or becomes generally available to the public other than as a result of a disclosure by the original owner of the info in violation of this Agreement. For the avoidance of doubt, Client and Advisory may disclose Confidential Information to its Representatives (who are required to maintain the confidentiality of the Confidential Information) as reasonably necessary in the normal course of the performance of their duties in connection with the Client or Advisor’s operations; provided that Client and Advisor will be responsible for its Representatives’ compliance with this Section.

7. Inventions & IP. a. Advisor and Client will work together to create, from time to time, new IP that will be owned by Client (ie Branding, Offers, Presentations, systems for client, etc). No concepts or ideas that Advisor creates for, or with Client during meetings, will be property of Advisor. Any creative materials, content or inventions developed during meetings become property of Client. Except for Advisors IP used to teach or facilitate the creative development of such materials. All frameworks, systems, methods, and distinctions used by Advisor to facilitate the new design of IP for Client remain the property of Advisor. Client agrees not to duplicate, re-teach, copy, or distribute any of the Advisors frameworks, systems, techniques or distinctions publicly.

8. Indemnification.

a.  Client indemnifies and holds harmless Advisor against any negative impacts on Client’s company due to any advising, suggestions, techniques, or systems that are used because of relationship with Advisor. Client agrees that all decisions of implementation and all execution details are the responsibility of the Client and Client agrees to release Advisor from any responsibility or blame of any negative impact on revenue, brand, client retention, partnership acquisition or any other operational, strategic, or tactical results that occur from this Advising relationship. Client agrees that Advisor is simply providing perspective, historically successful systems, and information and that the past is no indicator of the future results. Client is completely responsible for all decisions and impacts on company. Client agrees that at any time if Client is uncomfortable with any of the suggested actions or ideas for growth, that Client has free right to ignore, do the opposite or take action as suggested. Either way, all actions and decisions are Client’s alone and under no circumstance does Client hold Advisor responsible for the results of Client’s decisive actions – even when aligned with Advisor’s suggested actions.

b. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS AND LOST REVENUES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Dispute Resolution. Except as expressly otherwise provided in this Agreement, any dispute arising out of or relating to the interpretation of any provisions of this Agreement or the failure of either party to perform or comply with any obligation of such Party pursuant to this Agreement or the breach, termination, or validity hereof (a “Dispute”), shall be exclusively and finally settled by arbitration. The place of arbitration shall be (YOUR LEGAL JURISDICTION). Such arbitration shall be conducted by a single neutral and impartial arbitrator agreed upon by the Parties within five days of receipt by respondent of a copy of the demand for arbitration. If the Parties fail to timely agree, on the request of any party, such arbitrator shall be appointed by Advisor in accordance with its rules. The Dispute shall be resolved by submission of documents unless the arbitrator determines (or the Parties agree) that an oral hearing is necessary. Any award rendered by the arbitrator shall be final and binding upon the Parties. Judgment upon any award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Each party shall pay its own expenses of arbitration, and the fees and expenses of the arbitrator shall be equally shared between Client and the Advisor. Any costs or fees (including reasonable attorney’s fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. This Section 9 shall not prohibit a party from seeking preliminary injunctive relief in aid of arbitration from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by any other party which would cause irreparable harm to the party seeking such relief. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitrator shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrator’s orders to that effect. Both Parties agree to waiving their right to litigation of any disputes that arise from the work together as outlined under this agreement.

10. Miscellaneous.

a.  There are no guarantees for performance or results involved in this contract. Client has not been promised any sort of guarantee on the return of their investment into relationship with Advisor and understands that there is no guarantee about success in any form.

b.      Client agrees to refrain from any defamation, libel or slander of the Advisor or refrain from the use of any trademark or likeness and agree to not create any tortious interference with the contracts of other Clients, Partners, Influencers, relationships, vendors or future prospects creating any economic damage and Client agrees to in no way disrupt Advisor’s business, subsidiaries or any other business interests in any manner online or offline.

c.      Client agrees to not poach or solicit partners, contractors, influencers or staff from Advisor or Advisors company or team. Client understands that Advisor has spent significant time developing the talent, teams, pipelines, and resources that Advisor may engage or refer to Client. Client agrees to not privately retain or create side agreements with any of those resources, teams or contacts introduced to Client by Advisor during engagement.

d.      Non-exclusivity. Client acknowledges that Advisor is non-exclusive to them or their company, and works across industries, markets and cultures. At no time will the Advisor be restricted to working with any other business, regardless of the possible conflict, competition or positioning of another client that the advisor choses to take on at any time.

e.      Advisory only (non Operational). Client Acknowledges that Advisor is exactly that – and Advisor – and is not being expected to operationally be involved in Client’s day to day operations, meetings or work loads. If Advisor participates in any day to day team meetings, text channels (i.e. Slack or SMS) or takes on any work from Client, Advisor may either request additional fees, or do so out of a generosity. Any additional fees for operational work will be discussed and agreed upon mutually before Advisor engages in that work.

f.       Any financial information presented in any meeting is prepared and presented as entertainment and information only. No financial information is verified from other clients or case studies. Again, nothing discussed is intended to be financial, legal or tax advising.

g.      The laws of the (YOUR LEGAL JURISDICTION) govern this agreement. Should any part of this agreement be determined by a court to be invalid or unenforceable, the remainder of the agreement will be unaffected. This agreement may not be varied except with the written approval of a director of (YOUR COMPANY). All terms, conditions and warranties implied by statute that are excludable are excluded from this agreement. Such terms, conditions and warranties implied by statute that are not excludable are not excluded from this agreement but our liability for breach of such conditions and warranties implied by statute that are not excludable is limited to the total amount paid by you to (YOUR COMPANY) under this agreement.        

Timeline

Please see our special page here for current timeline information - https://www.integrityemarketing.com/timeline

 We look forward to working with you!