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Course Licensing Terms and Conditions

In consideration of the right to present the RRC Course, Licensee is responsible for:

• a $300 non-refundable course License Fee that allows the licensees to promote offering the RRC course;

• a fee for each student who attends the course (“Per Student Fee”) $70 for CRS Two-Day course and $35 for a CRS One-Day course;

• a $200 per day for facilitator if one is requested;

• Instructor Fee $3000 for a One-Day course and $6000 for a Two-Day course; and

• Instructor’s direct travel expenses, including but not limited to, transportation, lodging and meals or up to $75/day meal per diem to be reimbursed to the Council.

• Participate in Council promotions and honor commissions to 3rd parties earned through various efforts.

Plus other out of pocket expenses of the Council such as, but not limited to, sending course materials, supplements, and rosters.

The Per Student and Instructor Fees are due within five (5) days after completion of the course, with the class roster. Reimbursable expenses are due five (5) days after receipt of invoice from the Council. A finance charge of 1.5% per month will be assessed on any balance that is unpaid 45 days after the class. CRS Designation credit and local continuing education credit may not be able to be issued as well if the roster is received after 45 days.

Course Licensee and Sponsored/Hosted Activities

The course Licensee is liable for any sponsored/hosted and/or co-sponsored/co-hosted activities organized before, after or in conjunction with the RRC Course. The sponsors or hosts of any event indemnify the Council and its officers, directors, agents and employees from and against any loss or costs arising out of these activities and shall include the Council as an additional named insured on any insurance policy covering an event at which alcoholic beverages may be served. The course Licensee is prohibited from adding a subsequent Co-Licensee for the RRC. If after the execution of this Agreement, all parties agree in writing to accept a subsequent Co-Licensee, the Agreement shall then be amended to include the subsequent Co-Licensee. The course Licensee is responsible to the Council for fulfilling all terms of this Agreement, regardless of any arrangements between Licensee and any Co-Licensee.

RRC Registration System

If use of Council's registration system is selected to support the licensed course, Licensee agrees to the cancellation and refund policy that is set by the Council plus third party fees for credit card processing and/or commissions due. These arrangements may include commission arrangements between 2-10% and discounts to incent registrants. The Licensee agrees to honor these arrangements and the revenues received will be less the third party commissions and credit card processing fees.

RRC Course Conditions / Cancellations / Rescheduling

Neither party shall be deemed in default or otherwise liable for failing to perform its duties and obligations under this Agreement if such party’s inability to perform is caused by fire, earthquake, flood, snowstorm, epidemic, or like Acts of God, failure of telecommunications facilities, curtailment of transportation, explosion, strike, accident, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, terrorism, Government action, or any similar material act, beyond that party’s reasonable control (“Force Majeure Event”). “Terrorism” for purposes of this section shall include but not be limited to actual acts of terrorism as well as governmental warnings of potential terrorist activity or other comparable events, occurring within the United States around the time of the Event, whether within the vicinity of the Event or beyond. It is provided that the CRS One-Day/Two-Day Course under this Agreement may be cancelled for any one or more of such reasons by written notice from one party to the other. Course Licensees are required to e-mail the Council a cancellation confirmation that states the reason for canceling their contracted CRS One-Day/Two-Day Course. The Licensee must also notify the Council and the Course Instructor of the decision to cancel the RRC One-Day/Two-Day Course by telephone at the time the written notice is sent.

A. If an RRC course needs to be modified, not including rescheduling - See section D below, which includes, but not limited to change in location, offering in-person, virtual, or hybrid, time of day, Licensee must notify the Council five (5) business days before the scheduled course.

B. If a RRC Course is cancelled for any of the reasons described above, the parties shall bear any incurred costs for the RRC Course as follows:

• The Council shall bear any costs associated with shipping costs for RRC Course materials and Council staff time.

• The course Licensee shall bear the costs associated with the RRC Course facility, course instructor fees, facilitator fees, travel fees, marketing costs, the costs to notify students, and if necessary, refunding student registration fees and staff time of the course Licensee.

B.The course Licensee may also cancel the RRC Course for other reasons not listed above including, but not limited to, lack of participants. If the course Licensee elects to cancel for reasons not specified above in provision 3, the course Licensee shall be responsible for paying the shipping and warehouse processing fees for courses, instructor travel and change penalty fees, and instructor rescheduling fees that may be up to the full fee of instructing a course and no less than half that are cancelled less than 20 business days preceding the start of their contracted RRC Course if the materials were already shipped from the Council’s warehouse, travel expenses incurred, and the instructor is not able to be rebooked for the exact same date. The course Licensing Fee will be retained by the Council, and a $1500 fee will apply if the course is cancelled less than 20 business days.

C.The Council may, at its own discretion, cancel a CRS Course because of the course Licensee’s failure to adhere to the conditions listed in this agreement, in which case, the Licensing Fee will be retained by the course Licensee.

D.The course Licensee may reschedule the RRC Course, upon agreement with the Instructor. The initial $300 non-refundable Licensing Fee may be applied to only one rescheduling. The course Licensee is responsible for any direct expenses the Course Instructor incurs as a result of the change. If the course Licensee reschedules a CRS Course more than once, an additional processing fee must be paid. The course Licensee must notify the Council in writing of its intent to reschedule the CRS Course no later than 20 days prior to the original start date of the Course. Failure to notify the Council by this deadline may result in additional warehouse and shipping fees for course materials, which must be paid by the course Licensee. CRS courses scheduled before June 30 must be rescheduled within the same calendar year. Courses scheduled after June 30 must be rescheduled within six months.

Termination

The Council reserves the right to terminate this Agreement, without cause for any reason other than a Force Majeure Event, immediately upon written notice. Upon such termination, the Council shall return all fees received less any administrative or other costs incurred. The course Licensee shall be liable for all other expenses. Non-Assignment -- Neither party may assign or transfer this Agreement or any of the benefits or obligations hereunder without the prior written consent of the other party. Severability -- If any provision herein shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision herein and the remaining provisions shall remain in full force and effect.

CRS Membership

The Council reserves the right to promote Council membership, events and services during the CRS One-Day Course presentation.

RRC Staff and Member Audit of Course

The Council reserves the right to send representative(s) to audit the RRC Course at no royalty fee to the course Licensee.

Ownership Rights

The course Licensee expressly acknowledge the Council’s ownership of all rights, title and interest, including copyrights, except where the copyright of another party is expressly noted, in all RRC Half-day/One-day/Two-Day Course materials supplied by the Council and the course Licensee agrees not to reproduce or permit reproduction of these materials without the express written permission of the Council.

RRC and CRS Marks

The course Licensee may only use the Council and CRS Marks according to the Council's Identity Graphic Standards in conjunction with its presentation and promotion of this Course or as otherwise approved by the Council.

Governing Law and Jurisdiction

This Agreement shall be governed by the law of the state of Illinois without reference to its conflicts of law principles. Exclusive jurisdiction and venues for any litigation arising hereunder shall reside in the courts seated in Cook County, Illinois.

Integration and Modification

This Agreement constitutes the final written expression of the total agreement between the parties regarding the subject matter hereof and is a complete statement of those terms. It supersedes all understandings and negotiations, whether written or oral, concerning the matters specified herein. No amendment or modification of this Agreement shall be effective or binding upon either party unless it is set forth in writing and signed by both parties.