Terms of Use

Relativity Investment Management Consulting, LLC (“RIMC”), doing business as Adviser Compliance Coach, offers compliance training, mentoring and coaching services to Registered Investment Advisers as described on this website (the “Services”). RIMC requires each user of the Services (including for purposes hereof both the individual associated with the User that is actually receiving the services for the benefit of his or her employer as well as the employer-User itself, a “User”) to acknowledge the User’s receipt and understanding of the following Terms of Use, which Terms of Use constitute a legally binding agreement between the User and RIMC. These Terms of Use include a binding arbitration provision in Section E. below.

A. Terms of Use - General

1. These Terms of Use constitute the entire agreement between the User and RIMC regarding the Services and supersede all prior communications, representations, or agreements, whether oral or written.
2. RIMC reserves the right to update or change these Terms of Use without prior notice (other than the binding arbitration provision in Section E. below), and if these Terms of Use have changed since the User last accessed or used the Services, the User acknowledges and agrees that the User’s continued access to or use of the Services constitutes User’s acceptance of the changed Terms of Use. 

B. Limitations of Services

1. The Services are general and non-personalized. They do not make up specific advice tailored to any investment adviser’s unique circumstances. Investment advisers that want to receive such tailored advice should establish a formal consulting arrangement with RIMC for customized consulting services, which will only be provided via a separate agreement with RIMC.
2. The Services provided by RIMC are limited to offering information and general advice. The User is solely responsible for determining whether to implement and how to implement such advice in a manner specific to User’s circumstances.
3. The Services require significant professional judgment. While RIMC takes reasonable precautions to ensure that the Services meet professional standards and align with current industry practices, RIMC cannot guarantee that future regulatory or industry changes will not render the Services obsolete or that regulatory agency viewpoints will align with RIMC's perspective on any particular matter.
4. Users acknowledge the Services will focus on RIMC’s understanding of the U.S. Securities & Exchange Commission’s general expectations for registered investment advisers. The Services will also consider relevant general expectations from the Department of Labor and state regulatory agencies. The Services will not focus on state-registered advisers and non-U.S. regulated entities. Other laws, rules, and regulations likely apply to User’s business that the Services do not and are not intended to address.
5. RIMC provides the Services and related content "as is" and without warranties of any kind, either express or implied. 
6. The Services offered are not exclusive, and RIMC is free to provide similar Services to others.
7. Users acknowledge the Services do not establish an employee-employer relationship. RIMC is an independent contractor, not an agent of the User.
8. Users acknowledge RIMC may refuse Services if, in its reasonable belief, the User or any of its officers, directors, or employees are involved in illegal or unethical acts.
9. RIMC does not offer legal or accounting services. The Services are not to be construed as legal or accounting advice, and do not establish an attorney-client relationship. Users should consult qualified professionals for legal or accounting advice.
10. To the fullest extent not prohibited by applicable law, RIMC is not liable for indirect, special, punitive, incidental, or consequential damages arising from or in connection with the Services, User’s access to or use of (or inability to access or use) the Services, or the User's actions or omissions. This includes loss of business opportunities, profits, or revenues, even if RIMC was advised of the possibility of such damages.
11. User agrees to indemnify RIMC and its owners, employees, affiliates, and agents against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with User’s violation of applicable law, rule, or regulation, User’s breach of these Terms of Use, User’s misuse of the Services, or User’s infringement or misappropriation of any of the Content (as defined below). 
12. User understands and agrees that RIMC may temporarily suspend or terminate provision of the Services early with respect to User in the event that User is in material violation of these Terms of Use, including without limitation of the User Responsibilities outlined in Section C. below. RIMC typically expects to provide User with reasonable advance notice and the opportunity to cure such violation in advance of any such suspension or termination.

C. User Responsibilities 

1. RIMC periodically updates the Frequently Asked Questions (FAQs) section on its website. Users are responsible for reviewing the FAQs regularly.
2. Users must maintain access to required software (currently, Microsoft products). User recognizes RIMC and Microsoft are not affiliates, and RIMC cannot control the User's Microsoft experience.
3. Users agree to use the Services in a manner that is consistent with applicable laws and regulations. 
4. Users understand that assigned reading materials may include mature content, strong language, or outdated viewpoints that reflect historical social norms and attitudes. Users agree to access such content at their own discretion.
5. Any hyperlinks to other websites provided in connection with the Services are provided only for the convenience of User. User understands that RIMC has no control over the contents of those websites and therefore cannot accept responsibility for them or for any loss or damage that may arise from User’s use of them. If User decides to access any of the third-party websites linked to the Services, User does so entirely at User’s own risk and subject to the user terms and conditions of use and privacy policies for such websites.
6. Users agree to be professional and polite and not to use the Discussion Forum to discuss politics or criticize individuals or companies.
7. Users will use their cameras during video meetings to promote personalized interactions.
8. User agrees that a single individual representative of User will be the only participant from User present in any video meetings.
9. RIMC owns proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with the Services, including without limitation copyrights, trademarks, text, images, photos, audio, video, data, and communication that RIMC creates and/or makes available in connection with the Services (collectively, “Content”), and any and all applications, registrations, renewals, or derivatives in connection with the foregoing Content, all rights to obtain, register, perfect and enforce rights in the Content throughout the world, and any and all actions and rights to sue at law or in equity for any past or future infringement or other impairment of the foregoing rights. Except as expressly provided herein, RIMC does not grant any express or implied proprietary rights to Content. Subject to User’s compliance with these Terms of Use, RIMC grants User a non-exclusive, non-transferable, limited right to access, view, use, display and listen to Content for User’s use only.  Except as expressly licensed to you herein, RIMC reserves all rights, title and interest in the Services and IP rights. User agrees not to resell, copy, store, reproduce, distribute, modify, adapt, adopt, display, publish, perform, transmit, broadcast, or create derivative works of the Services or Content or any software used on or for the Services or Content.

D. Privacy 

1. Users acknowledge receipt of RIMC's privacy policy.
2. Users must not provide, and RIMC will not request or knowingly accept, information related to User’s clients that constitutes Nonpublic Personal Information (as defined in Regulation S-P adopted by the Securities and Exchange Commission). If a User inadvertently provides RIMC with such Nonpublic Personal Information, RIMC will take commercially reasonable efforts, at the expense of User, to protect and not use or disclose such Nonpublic Personal Information under Regulation S-P.
3. RIMC has not requested or received, and will not request, that a User provide confidential information about User other than basic business information such as name, email address, phone number, company name, and title.
4. User agrees to keep sensitive information shared by others confidential. User agrees that RIMC shall not be liable for any failure of any other party to keep such information confidential.
5. RIMC records and makes Services available for Users. User understands that any sensitive information shared in the context of receiving the Services may be so recorded and consents to the recording and availability of information for future Users.

E. Governing Law

1. The laws of the State of Wisconsin will govern these Terms of Use, without regard to its conflict of laws principles. The courts of the State of Wisconsin will resolve any dispute arising out of or relating to these Terms of Use. Neither party may assign its rights or obligations under these Terms of Use without the prior written consent of the other party.
2. In the event of a dispute, parties agree to make good-faith efforts to negotiate a resolution within 30 days of written notice. Executives from both parties will engage in confidential negotiations. Neither party will initiate arbitration or litigation after the initial meeting, except for provisional remedies. Statutes of limitation are tolled during negotiations and for 15 days thereafter. Parties will settle unresolved disputes through arbitration in Milwaukee, Wisconsin, before a single arbitrator following JAMS' Streamlined Arbitration Rules. Parties may seek provisional remedies from a court of competent jurisdiction.
3. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, pandemic, government requirement, civil disturbances, or civil or military authority.

F. Fees and Invoicing 

1. Each User will choose a payment option for the Services and for the length of time as outlined on this website. RIMC does not offer refunds and Users may discontinue the Services at any time. For the avoidance of doubt, User may only designate a single individual from User to receive the Services with respect to such payment, and each additional individual from User wishing to receive the Services will require payment of a separate fee as outlined on this website.
2. RIMC will invoice the User in advance. RIMC will regard an untimely payment as a sign that the User no longer wishes to continue with the Services.
3. RIMC reserves the right to adjust rates with prior notice. However, RIMC will honor any prepaid amounts. 

If you have questions about these Terms of Use, please contact us.

Date: December 2023