ONLINE SERVICE AGREEMENT

This Service Agreement (this “Agreement”) is a binding agreement between you (“You”) and Ripe Ideas LLC, a New York limited liability company, with an office located at 70 Pine Street, #723, New York, NY 10005 (“Company”) (each, a “Party” or collectively, the “Parties”).  

BY CLICKING THE "AGREE" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT COMPLETE OR SUBMIT THE ORDER FORM, OR PAY ANY FEES RELATED TO THIS AGREEMENT.

1. Services. The Company shall provide to you the services (the "Services") set forth in this section in accordance with the terms and subject to the conditions set forth throughout this agreement. The Services include access to the “Licensing Club” for one year of monthly group mentoring and coaching and quarterly 1:1 mentoring. You will also receive a recording of both the group and 1:1 calls and any resources recommended by the Company in your individual Licensing Club portal.
2. Relationship between the Parties: Licensing Club partnership is an alliance and not a business partnership between the Company and You, whereby guidance, information and creative inspiration are shared to maximize your professional potential. It is designed to facilitate the creation/development of business goals and to develop a strategy/plan for You to achieve those goals. 
3. Compensation.  In consideration for the Services to be performed by the Company, you shall pay the Company $4897.00, upon electronically signing. All payments should be in U.S. dollars and made by credit card, debit card, or PayPal. 
4. 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 you by Company under this Agreement or prepared by or on behalf of the Company in the course of performing the Services (collectively, the "Deliverables") except for any of your Confidential Information or any materials you provide in confidence, shall be owned exclusively by the Company. The Company hereby grants you 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 you to make reasonable use of the Deliverables and the Services.
5. 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”). 
6. Termination. If you fail to pay the Company any amount due hereunder, the Company may terminate this Agreement, at the Company’s sole discretion, if the failure is not remedied within fifteen days after receipt of notice from the Company that payment is overdue. The Company may terminate this Agreement for any reason upon providing 30 days written notice to you.
7. Meeting Cancellation Policy. Should you need to reschedule a quarterly 1:1 session, you shall notify the Company no less than twenty-four (24) hours before the scheduled commencement of the session. It is essential for you to prioritize group and 1:1 sessions to fully realize the benefits offered by the coaching package.  Should you miss a group session, the recording will be available to you.
8. 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 part, 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.  
9. Independent Contractor. The details of the method and manner for the performance of the Services by the Company shall be under its own control, you 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 you the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Company is, for all purposes hereunder, an independent contractor; in no event will the Company be considered an agent or employee of yours or any of your subsidiaries or affiliates for any purpose. 
10. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU 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 THE 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 THE 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 THE COMPANY PURSUANT TO THIS AGREEMENT.
11. 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 for you to make payments to the 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 thirty days following written notice given by it under this Section 10, either Party may thereafter terminate this Agreement upon fifteen days' written notice.
12. 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. You affirm that you have 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 you. 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.
13. Indemnification of the Company. You 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 your acts or omissions, or (b) your breach of any representation, warranty, or obligation under this Agreement. 
14. Notice. Where notice is required under this Agreement, such notice may be sent by US mail, overnight courier, fax, or email to the contact information provided on the signature page herein. Each Party is responsible for providing updated contact information to the other Party.
15. Miscellaneous. This Agreement supersedes any and all prior understandings or written or oral agreements between the Parties respecting the 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 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 the convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
16. Electronic Signature. Checking the "I Agree" checkbox shall constitute an electronic signature as defined under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA) and is just as binding as a handwritten signature.