This Service Agreement (this “Agreement”) is entered into by and between Kate Robb LLC, a Pennsylvania limited liability company (“Company,” “we,” or “us”), and the individual purchasing or accessing the Company’s services (“Customer,” “you,” or “your”).
This Agreement is effective as of March 30, 2026 (the "Effective Date") and applies to all purchases and access to the Company’s services made on or after that date.
By purchasing, accessing, or using the Company’s services, including but not limited to online trainings, webinars, and digital content, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.
In consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:
1. Services. Company shall provide to Customer the services (the "Services") set out in Exhibit A. Company shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.
2. Compensation. In consideration for access to the Company’s services, Customer agrees to pay the total purchase price as displayed at checkout (the “Purchase Price”). The Purchase Price may vary based on promotional offers or discounts, but shall not exceed $99.00. All payments are final. Due to the digital nature of the services provided, no refunds, exchanges, or cancellations will be issued.
3. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services (collectively, the "Deliverables") except for any Confidential Information of Customer or customer-provided materials shall be owned exclusively by Company. Company hereby grants Customer a license to use in the United States, all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
4. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated pursuant to Section 5 below (the “Term”).
5. Termination. If Customer fails to pay Company any amount due hereunder, Company may terminate this Agreement, at Company’s sole discretion, if the failure is not remedied by Customer within fifteen days after receipt of notice from Company that payment is overdue. Company may terminate this Agreement for any reason upon providing 30 days written notice to Customer.
6. Confidentiality. During the Term of this Agreement, each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, services, intellectual property, trade secrets, third-party confidential information and other sensitive proprietary information, whether orally or in written, electronic, or other form of media (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in party, of any of the Disclosing Party’s Confidential Information; or (v) is required to disclose under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party to perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives.
7. Independent Contractor. The details of the method and manner for performance of the Services by Company shall be under its own control, Customer being interested only in the results thereof. The Company shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Company is for all purposes hereunder an independent contractor; in no event will Company be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.
8. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THIS AGREEMENT.
9. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion, or similar natural disaster or catastrophe; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party's failure or delay remains uncured for a period of thirty days following written notice given by it under this Section 10, either Party may thereafter terminate this Agreement upon fifteen days' written notice.
10. Disclaimer of Implied Warranties. The Company disclaims all implied warranties and similar obligations. There are no warranties that extend beyond any express warranties contained in this Agreement. The Customer affirms that it has not relied upon the Company’s skill nor judgment to select or furnish the Services for any particular purpose beyond any specific express warranties in this Agreement. Any design provided by the Company is based on information provided by the Customer. The Company does not warrant the Services will comply with requirements of any code or regulation of any federal, state, municipality, or other jurisdiction beyond the specific express warranties in this Agreement.
11. Indemnification. Customer shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assignees from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person, or damage to real or personal property resulting from Customer’s acts or omissions, or (b) Customer’s breach of any representation, warranty, or obligation under this Agreement.
12. Notice. Where notice is required under this Agreement, such notice may be sent by US mail or overnight courier to Kate Robb LLC, 502 West 7th Street, Suite 100, Erie, Pennsylvania, 16502.
13. Miscellaneous. This Agreement supersedes any and all prior understandings or written or oral agreements between the Parties respecting the within subject matter. This Agreement may not be assigned by either Party without consent of the other Party and shall be construed according to the laws of the Commonwealth of Pennsylvania. No amendment to this Agreement shall be effective unless in writing executed by both Parties, and no waiver of any term herein shall constitute a general waiver for future purposes. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The word “including” is used herein with the meaning of “including without limitation” and “including but not limited to.” The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
You further acknowledge that checking the box at checkout constitutes your electronic acceptance of this Agreement.