Standard Terms and Conditions for Food Tour Pros Services
TERMS AND CONDITIONS
In consideration, and as a strict condition, of being admitted into one or more Food Tour Pros, LLC (the “Company”) workshop offerings and/or consultation services (collectively, the “Services”), prospective Client (“Client”) agrees to the following terms and conditions:
SECTION 1. WORKSHOP CONTENT, SCHEDULES, CONSULTING: All workshop schedules, instructors, times of workshop and/or any specific content of any workshop offered by Company are subject to modifications at the sole discretion of Company. Ongoing consultation, if any, shall be provided to Client in a timely and workmanlike manner.
SECTION 2. LIMITS OF COMPANY LIABILITY/INDEMNIFICATION: Company shall only provide general instruction and/or consultation to Client. Client acknowledges and agrees that Client is solely responsible and liable for any and all decisions regarding operations, ownership, management or otherwise directly or indirectly related to any business that Client may create and operate as a result of the Services. Company does not represent or warrant that Client will be profitable, or that the Services will be the difference between success and failure of any business.
CLIENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD COMPANY, COMPANY’S AFFILIATED AND RELATED ENTITIES, SUCCESSORS AND ASSIGNS, AND EACH OF THE FOREGOING ENTITIES’ RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUPPLIERS AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS OF ADJUDICATION) AND DAMAGES OF ANY NATURE ARISING DIRECTLY OR INDIRECTLY FROM CLIENT’S UTILIZATION OF THE SERVICES.
SECTION 3. PAYMENTS: Any third-party payment processor(s) that Company utilizes are independently operated/controlled and are not the responsibility, or under the control, of Company. Client acknowledges and agrees that Company is not responsible or liable for any security breach, mistake, fault or other factor affecting any information provided to any such third party payment processor(s). Client may also pay for the Services by personal check, cashiers check or money order, but Services shall not be rendered unless or until said payment has been credited/cleared by Company’s banking institution.
SECTION 4. CANCELLATIONS, TRANSFERS OR EXCHANGES: If Client cancels or provides notice of non-attendance for a workshop more than fourteen (14) days in advance of the start of the workshop registered for, Client may choose to apply any payments made toward a future workshop of same or lower cost with no penalty (subject to workshop availability). Clients who cancel with less than fourteen (14) days advance notice may forfeit their entire payment. No refunds of any payments will be given by Company. Subject to the foregoing, Client may exchange or transfer a confirmed workshop registration to another person without penalty upon advance notice/confirmation to Company and upon the transferee’s written agreement to be bound by the terms and conditions set forth herein. Company may cancel/re-schedule a workshop for any reason (e.g., sickness of instructor, scheduling conflict/error) at its sole discretion, provided that any Client with a reservation for a canceled workshop will be transferred to another workshop or given a full refund at Client’s discretion.
SECTION 5. STUDENT TRAVEL AND TRAVEL-RELATED EXPENSES: Company recommends refundable travel and accommodations reservations if travel and/or accommodations are needed for any Company worksop, and Company assumes no responsibility for any travel-related expenses or fees of Client.
SECTION 6. PROFESSIONAL ADVICE: Client acknowledges and agrees that Company does not, and will not at any time, offer legal, accounting or other professional advice. Company highly recommends that Client obtain the advice and counseling of necessary or desirable professionals including, but not limited to, attorneys, bankers, accountants, tax professionals, real estate brokers, and other consultants before making any significant decisions.
SECTION 7. GOVERNING LAW: The agreement set forth herein is made in accordance with the laws and decisions of the State of Illinois and will be construed and enforced under the laws of that state as applied to agreements entered into and to be fully performed within that state (without regard for the principles of conflicts of laws). This agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same.
SECTION 8. DISPUTE RESOLUTION: Any controversy or claim arising out of or relating to agreement set forth herein, or the breach thereof, shall be settled, if possible, through good faith negotiations between the parties. If such efforts are unsuccessful, the controversy or claim shall be settled by arbitration administered by the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the maximum extent possible, all proceedings shall be conducted on the basis of (i) documents and other materials, and/or (ii) telephonic hearings (i.e., no in-person hearings shall be held). Each party shall bear its own arbitration costs and expenses; provided, however, that the arbitrators may modify the allocation of fees, costs, and expenses in the award in those cases where fairness and/or contractual mandate dictates other than an equal allocation between the parties. The award shall be final and binding on the parties, and judgment on the award may be entered in and enforced by any court of competent jurisdiction. Any claim brought pursuant to this Section 8 must be brought within forty-five (45) days from the date on which the claiming party knew or reasonably should have known the facts upon which the claim is based, or such claim shall be deemed forever waived.
SECTION 9. ATTORNEY FEES: If any action is instituted to interpret or enforce this agreement (including any agreement into which it is incorporated by reference), Company shall be entitled to recover its reasonable attorney’s fees and other fees, costs, and expenses of every kind related to such action.
SECTION 10. LIKENESS RELEASE: Client grants Company the right, but not the obligation, to use Client’s likeness (i.e., without limitation, Client’s name, voice, picture, image, silhouette, general biographical background and/or other reproductions and manifestations of Client’s likeness) in connection with any audio-visual production or otherwise (e.g., without limitation, printed publications, website, etc.) into which Client’s likeness may be incorporated, as well as in connection with any advertising, publicizing, exhibition, merchandising and/or publishing undertakings. Company may edit Client’s appearance in Company’s sole discretion, so long as such editing does not disparage Client. Client hereby waives any claims or entitlements to royalties or other payments in connection with the rights granted in this Section 10. Without limiting the other provisions of this agreement in any way, Client hereby releases and discharges Company (including Company’s employees, agents, contractors, licensees, successors and assigns) from any and all claims, demands or causes of action that Client may now or in the future have for libel, defamation, invasion of privacy or right of publicity, infringement of copyright or trademark, or violation of any other rights arising out of or related to any utilization of the rights granted under this Section 10.
SECTION 11. RELATIONSHIP BETWEEN THE PARTIES: Nothing contained in this agreement or resulting from Client’s utilization of the Services shall be construed to place the parties in the relationship of partners, joint venturers, or agents, and the parties shall have no power to obligate or bind each other in any manner whatsoever.
SECTION 12. SHARING CONTACT INFORMATION: Company reserves the right to supply Client’s email address to related sponsors, vendors, suppliers and the like.
SECTION 13. COPYRIGHT: Company shall retain ownership of all materials presented or disclosed to Client pursuant to the Services to the maximum extent permitted by applicable law. Unauthorized use of any such materials, including, but not limited to, distribution or publication to third-parties, is strictly prohibited.
SECTION 14. NON-COMPETITION/NON-SOLICITATION: During the two (2) years immediately following the completion of Client’s utilization of the Services (as identified by the effective termination date of any agreement(s) between the parties), Client agrees not to, directly or indirectly, (i) set up, create, own in part or whole, or accept any position with any business or entity which is a direct competitor of Company within the United States (for illustrative purposes only, and not as a limitation, a “direct competitor” of Company would be a business engaging in instruction and/or consultation in part or whole related to tour operation, food and culinary tourism and/or historical or architectural walking tourism); (ii) set up, create, own in part or whole, or accept any position with any business or entity which owns or operates any food, culinary, historical or walking tour(s) within one hundred fifty (150) miles of Chicago, Illinois; or (iii) hire, solicit, or encourage individuals to leave Company’s employment or retention as an employee, consultant, or contractor of Company, or hire any such employee, consultant, or contractor who has left Company’s employment or contractual engagement within two (2) years of such employment or engagement, without the prior, written permission of Company.
SECTION 15. CONFIDENTIALITY: Client will have access to and acquire knowledge of Company’s business methods and other confidential information (i) that was or will be developed by or for Company at great expense, (ii) that is kept and protected as confidential (excepting disclosure to Company’s clients), and (iii) that is essential for carrying out Company’s and its clients’ businesses in highly competitive markets (collectively, the “Confidential Information”). Accordingly, Client acknowledges and agrees that unauthorized disclosure or use of Confidential Information by Client would unfairly harm Company.
Client shall not disclose any Confidential Information during or subsequent to any engagement with Company. Client shall do what is reasonably necessary to prevent unauthorized misappropriation, disclosure, or use and threatened misappropriation, disclosure, or use of Confidential Information by third parties. If Client has any questions regarding whether particular information constitutes “Confidential Information” under this agreement, Client shall contact an officer of Company to discuss the status of that information before disclosure or use.
The previous notwithstanding, if Client is requested or required to disclose the Confidential Information in a legal proceeding, subpoena, civil investigative demand, or other similar process, then Client shall promptly notify Company in writing of such request or requirement. Upon Company’s request, Client shall cooperate with Company in contesting such a disclosure and/or seeking a protective order or other appropriate remedy desired by Company.
SECTION 16. NO WAIVER: Failure or refusal by either party to insist upon strict and/or immediate adherence to any term of this agreement on one or more occasions shall not be considered a waiver of that party’s right to thereafter insist upon strict and immediate adherence to that term, or any other term of this agreement, at any time.
SECTION 17. ENTIRE AGREEMENT: This agreement contains the entire agreement and understanding between Company and Client on the specific subject matter hereof and supersedes any and all prior agreements and/or understandings between the parties on this subject matter. No amendments or waivers shall be valid unless in writing and signed by both parties hereto.
SECTION 18. SUCCESSORS AND ASSIGNS: Company and Client acknowledge and agree that this agreement and its benefits, obligations and other provisions is applicable to, binding upon, and shall inure to the benefit of the parties and their respective business purchasers, successors, successors in interest, assigns, related entities, affiliated companies, subsidiaries, licensees, any entity over which either party exerts control, and the present and former employees, officers, members, managers, shareholders and directors of the foregoing.
SECTION 19. SEVERABILITY: Every provision of this agreement is intended to be severable. In the event that any term or provision hereof is declared by a tribunal of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable; provided that said invalid or unenforceable provision shall be deemed automatically replaced with a valid and enforceable provision having the maximum similar legal effect possible.