Updated Oct 30, 2023

These Cultivate Advisors Terms and Conditions (“Terms & Conditions”) are between Cultivate Advisors LLC (the “Advisor”) and the person, company, or entity (“Company”) engaging Advisor by placing an order (“Order”) for business advising services from the Advisor. The Advisor and Company are collectively referred to herein as the “Parties”, and individually as a “Party”. These Terms & Conditions combined with the Order (collectively the “Agreement”) are deemed effective, upon the Advisor emailing a copy of the executed Order and Terms & Conditions to the Company (the “Effective Date”).

1. SCOPE OF SERVICES – Advisor may provide business advising services such as business skill training, coaching, fractional implementation, and advising for the purpose of helping the Company grow their business as described in the Order (the “Services”). The Parties recognize that although the Company may have contracted with Advisor for a specific business goal (such as doubling sales, reducing overhead by 10% or increasing productivity of 50%) the Advisor does not guarantee the achievement of any particular business goal. In connection with the Services or on a stand-alone basis, Advisor may also provide certain advisory and training materials, documentation, and content, whether printed or available on the Advisor’s proprietary online platform (“Advisor Platform”), or in written, audio or video-format (collectively “Advisor Materials”).
2. ADVISOR PLATFORM. Each monthly subscription to the Services includes access to the Advisor Platform. In all cases, Company’s access to and use of the Advisor Platform is governed by the Advisor Platform Terms of Use available at my.cultivateadvisors.com/terms-of-use/ (the “Platform Terms”). Advisor reserves all rights in and to the Advisor Platform not expressly granted to Company. 
3. ADVISOR MATERIALS – Advisor hereby grants to Company during the Term (as defined in the Order), a limited, revocable, non-exclusive, non-sublicensable right to access and use the Advisor Materials for its own internal business purposes in strict compliance with this Agreement. Without limiting the foregoing, Company is permitted to use, copy, distribute, and/or modify Advisor Materials that are created or customized by Advisor specifically for Company (“Customized Materials”). Company may not, and will not permit any third party to: (a) resell, license, or provide unauthorized access to the Advisor Materials, (b) copy, reproduce, modify, adapt, translate, or otherwise create derivative works of Advisor Materials that are not Customized Materials; (c) use the Advisor Materials in a manner that violates applicable laws, regulations, or ordinances; (d) rent, lease, sell, assign, or otherwise transfer rights in or to the Advisor Materials; or (e) remove any copyright or other notice of Advisors placed on the Advisor Materials. The Advisor Materials are the protected intellectual property of Advisor, and no rights are transferred in the Advisor Materials except as expressly provided in this Agreement.
4. TERM – The term of the Agreement shall be set forth in the applicable Order (“Initial Term”) and varies by the type of service or products within the Order. For monthly subscriptions to the Services, the Term will auto-renew on a monthly basis until either Party sends the other Party a notice of non-renewal thirty (30) days prior to expiration. To be clear, upon submitting notice, one additional billing will take place. 
5. TERMINATION AND CANCELATION – Notwithstanding anything herein to the contrary, the Advisor may cancel this Agreement or suspend Services or access to the Advisor Platform or the Advisor Materials at any time if the Company fails to make any payment, or a portion thereof, when due or breaches Section 2 of this Agreement. Further notwithstanding anything herein to the contrary, after Initial Term, either Party may terminate this Agreement with thirty (30) days’ prior written notice to the other Party. All termination notices sent hereunder by Company must be submitted via the Advisor Platform. For termination or cancellation assistance, please reach out to us by email at [email protected]. All termination requests must be completed on the Advisor Platform to be effective.
   If Company terminates this Agreement, or if Advisor terminates this Agreement for Company’s breach, prior to expiration of the Term, Company is required to pay Cultivate Advisors all amounts for the Services through the effective date of termination plus fifty percent (50%) of remaining amounts that would have been owed for the duration of the Term had such Order not been terminated.
6. PAYMENT
   
   1. Fees – Company will pay those fees outlined in the Order. Payments are due on a monthly basis and shall be automatically drawn from Company’s credit card or directly debit Company’s bank account using the credit card or ACH information provided by Company. In some cases, Advisor may issue invoices for fees due under this Agreement; each invoice is due upon receipt. Company will provide Advisor with accurate and complete billing information including legal name, address, telephone number, and credit card or ACH billing information. If such information is false or fraudulent, Advisor reserves the right to terminate provision of the Services, in addition to seeking any other legal remedies. Advisor is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Advisor. Advisor will email to Company a receipt for all fees and expenses charged under this Agreement. 
   2. Renewal Date – In the event you have processed your Order after the 22nd of any month, Advisor will automatically move your renewal back to the 22nd to allow enough time to process payment before month end.
   3. Late Payments – If a payment bounces or is late by more than 15 days, late fees will be added at the lesser of one and a half percent (1.5%) per month or the maximum amount permitted by law. Advisor reserves the right to suspend the Services if any amounts are past due; there shall be no abatement of fees during such period of suspension.
   4. Expenses Incurred in Collections – The Company is responsible for and will indemnify Advisor for all costs and expenses of Advisor collecting any amounts owing to it by Company, including all court costs and attorney fees. 
   5. Billing Disputes – Each charge will be considered valid unless disputed in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. 
   6. Taxes – Advisor will collect and remit those taxes from Company which are required by law, but Company may be responsible for additional Taxes not collected by Cultivate. All fees are exclusive of, and Company shall pay, any sales, use, ad valorem, and other taxes and similar charges applicable to the transactions contemplated by this Agreement, except for taxes for which Advisor is responsible. 
   7. Order Amendments – From time to time, the Parties may agree to amending the applicable Order and the billing under this Agreement will be changed to reflect the terms of the amended Order which may, amongst other things, add or decrease the cost of a monthly subscription service.
7. SESSION LOCATION AND SCHEDULING — All Services by Advisor under this Agreement will be performed at an agreed upon location or by video conferencing. Scheduled consulting sessions with Advisor must be attended or will be deemed forfeited. Consulting sessions forfeited by the Company may incur a cancellation fee unless the Company provides to Advisor seven (7) days’ prior written notice of the need to reschedule a session. Video conferencing sessions may be recorded, and such recordings may be used by Advisor to support Company. Company may opt-out of such recordings at the beginning of any such video-conferencing session. 
8. USER CONTENT – The Company may be able to share its own content, resources, and branding (“Company Content”) with Advisor, Company’s employees, or other users. Company retains all intellectual property rights in, and is responsible for, all Company Content.  To the extent Company provides Advisor with Company Content, Company grants to Advisor royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works of, publicly perform, publicly display, and otherwise use the Company Content in connection with this Agreement. Notwithstanding the foregoing, Advisor shall not use Company Content for the benefit of any third party, including any competitor of the Company. Company shall defend, indemnify and hold the Advisor harmless from and against any all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from Advisor’s use of the Company Content as permitted under this Agreement. Nothing in this Section shall diminish the Parties’ obligations with respect to Confidential Information (as defined below). 
9. INDEPENDENT CONTRACTOR – This Agreement shall not constitute an employer-employee relationship between Advisor and Company. It is the intention of the Parties that the Advisor shall be at all times an independent contractor of the Company and will not have authority to act as an agent of the Company.
10. NO HIRING OF ADVISORS – TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AGREES NOT TO HIRE, OR TO CAUSE ANY THIRD PARTY TO HIRE, ANY EMPLOYEE OF THE ADVISOR FOR A PERIOD OF TWO (2) YEARS FROM THE EFFECTIVE DATE. THE PARTIES RECOGNIZE THAT (i) ADVISOR’S REPUTATION DEPENDS ON RETAINING QUALITY, TALENTED EMPLOYEES; (ii) THE LOSS OF ANY EMPLOYEE MAY ADVERSELY AFFECT PROJECTS THE ADVISOR HAS CONTRACTED FOR; AND (III) THE LOSSES TO ADVISOR’S BUSINESS AND REPUTATION WILL BE LARGE. CONSEQUENTLY, THE PARTIES AGREE THAT IF COMPANY BREACHES THIS SECTION BY HIRING AN EMPLOYEE OF ADVISOR, ACTUAL DAMAGES MAYBE BE DIFFICULT TO PROVE, AMD THE PARTIES AGREE THAT THE COMPANY SHALL PAY TO ADVISOR, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, $300,000.00 USD PER EMPLOYEE SO HIRED, WHICH AMOUNT THE PARTIES AGREE IS A GENUINE AND REASONABLE PRE-ESTIMATE OF THE DAMAGES ADVISOR WILL SUFFER AND IS NOT A PENALTY UNDER THE CIRCUMSTANCES. IN THE EVENT THAT COMPANY HAS MADE ADVISOR’S SERVICES AVAILABLE TO ANY THIRD PARTY, SUCH THIRD PARTY SHALL BE DEEMED TO BE COMPANY FOR PURPOSES OF THIS SECTION AND ANY HIRING OF AN ADVISOR EMPLOYEE BY SUCH THIRD PARTY SHALL BE DEEMED TO BE HIRING OF SUCH EMPLOYEE DIRECTLY BY COMPANY.
11. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – Both Parties shall maintain as secret and confidential all information heretofore or hereafter acquired, developed, or used by each other in relation to their respective businesses (all such information, other than the specific exceptions described below in this Section, is hereinafter referred to as “Confidential Information”). Confidential Information of Advisor includes the Advisor Materials. The Parties recognize that, by performing the services under this Agreement, one Party may acquire Confidential Information of the other Party. All such Confidential Information is the property of the owning Party, and the Parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the other Party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other Party in its possession.  The restrictions set forth in this Section shall not apply to any part of the Confidential Information which: (i) is, at the time it is received, a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; or (ii) was in the lawful possession of the recipient prior to its disclosure and was not then subject to any obligation of confidence under this Agreement.
12. USE OF COMMERCIAL ELECTRONIC MESSAGES FOR DELIVERY – Company gives consent to Advisor for Company to receive Commercial Electronic Messages (CEMs) such as emails for delivery of services.  Additionally, Company gives consent to Advisor for Company to receive CEMs to keep Company apprised of developments and changes in business related matters, such as newsletters and other information or interest, as well as to invite Company to Advisor events.  Please unsubscribe from Advisor emails to withdraw consent to receive CEMs.
    
13. NO LIABILITY AND INDEMNIFICATION – In the absence of willful misconduct on the part of Advisor, the Advisor (and its officers, directors, employees, stockholders or creditors) shall not be liable to the Company (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of the Services or access to the Advisor Platform or Advisor Materials, or the provision of any other advice, assistance or consulting services under this Agreement. Further, the Company agrees to and shall defend, indemnify, and hold the Advisor harmless from and against any and all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from any activities pursuant to or in connection with this Agreement, including without limitation, as described in the first sentence of this Section 14. For the sake of clarification, this indemnification shall include claims for indirect, incidental, consequential, special, or punitive damages and lost profits. The acts and statements made by a Party to any third parties are the sole responsibility of such Party who shall indemnify the other Party therefor under the terms of Section 14 with respect to all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from  such acts, statements, and representations.
14. MISCELLANEOUS
    
    1. Benefit of Agreement – This Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective legal representatives, administrators, executors, successors, subsidiaries, and affiliates.
    2. Insolvency – Either Party may declare this Agreement immediately terminated upon the occurrence of any of the following events: (i) the other Party becomes insolvent, makes an assignment for the benefit of its creditors, or has a receiver appointed over it or its assets; (ii) if bankruptcy or insolvency proceedings are commenced against the other Party; or (iv) if the other Party is liquidated, dissolved, or ceases operations.
    3. Promotional Rights – Advisor may list the Company as one of its clients on its webpage or in any other marketing materials. Company may opt out of this by emailing [email protected].
    4. Governing Law – this Agreement shall be governed by the laws of the State of Illinois, without any application of the principles of conflicts of laws. Any dispute regarding this Agreement shall be resolved in State Circuit Court of Cook County. The prevailing Party to such litigation, as determined by the court, shall be entitled to recoup their attorneys’ fees and court costs from the non-prevailing Party on a full indemnity basis.
    5. Assignment – Neither Party may assign this Agreement without the written permission of the other Party.
    6. Severability – In the event of the invalidity or unenforceability of any provision of this Agreement, such invalidity shall not affect the validity of the other provisions hereof.
    7. Modification – These Terms may be updated from time to time. Notwithstanding any such update, the terms in place as of the date of an applicable Order shall continue to govern the provision of Services under the applicable Order unless otherwise agreed by the parties in writing.
    8. Continuing Effect – Sections 3 through 15 shall survive termination of the Agreement for an indefinite period.
    9. Entire Agreement – These Terms & Conditions together with the Order, constitute the entire agreement between the Parties and no promises, guarantees or inducements have been made regarding the provision of any services, other than as contained in these Terms & Conditions and the Order.