Client Service Agreement

Usage Agreement

THIS USAGE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature below (the “Effective Date”), by and between Molly Cahill (“Provider”), and the undersigned entity (“User”).

  1. Services and Deliverables. Subject to the terms and conditions of this Agreement, User hereby engages Provider to perform services and provide training and content (the “Deliverables”)related to creating social media for User’s social media page(s).

    1. Deliverables include:

      1. Content library (the “Content Library”) that includes photos and pre-written caption prompts.  Content Library shall be available to User for one (1) year from the Effective Date.  User shall have the option to renew at the applicable rates as determined by Provider in its sole discretion.  

      2. Virtual classrooms and a members-only Facebook group for support (collectively “Training Program”).  User has unlimited access to the Training Program for as long as the Training Program is in existence and available on the platforms as determined by Provider in its sole discretion.  User will not have the ability to download any content of the Training Program at any point.  

      3. Access to additional bonus virtual workshops

      4. User has access to purchase group coaching calls with Provider, at an additional fee, as determined by Provider in its sole discretion.   


  1. Training Program Guidelines.

    1. Provider’s training program is structured to push User’s to create their own business through providing resources, support, encouragement, feedback, and guidance.

    2. To get the most out of their experience, User’s shall take active steps to complete the assignments and projects discussed during virtual classrooms.

    3. The Facebook support group shall be used between Training Program sessions for questions or feedback.

    4. Refund Policy.  Payment for the Training Program is non-refundable.  If a User withdraws from the training for any reason, the fees are non-refundable.

  2. Limited License. Subject to the terms and conditions of this Agreement and the payment in Section 4, Provider hereby grants to User a non-exclusive, non-transferable, non-sublicensable, license to use the Deliverables as posts on User’s social media accounts.  Provider grants to User a non-transferable, non-sublicensable right to use Training Program material for User’s personal, internal use.  Materials shall not be shared on social media, copied or reproduced in any way.  Contents of any recorded Training Program sessions, or content in the Facebook Support group or google drive is deemed “Confidential Information” under this Agreement and shall be treated as such.

    1. Provider reserves the right to provide similar content to other of Provider’s clients.

  3. Compensation and Payment Terms. Compensation for Provider’s Deliverables will be charged as stated on the checkout page. 

    1. We reserve the right to withdraw access to course material after 30 days of failed or missed payment

  4. Term and Termination.

    1. Term:  The term of this agreement shall begin on the Effective Date and remain in effect for one (1) year, however, User’s access to the Training Program shall survive termination of this Agreement. Access to the Content library can be renewed for a fee after one (1) year.  Such fee shall be determined by Provider in its sole discretion.   

    2. Termination.  Provider may immediately terminate this Agreement and any license granted to User hereunder, if: (i) User fails to pay Provider any license fees or taxes; (ii) User is in default of any other provision of this Agreement, or (iii) User  becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.

    3. Termination Without Cause.  Provider may terminate this Agreement at any time by providing User with thirty (30) days written notice of Provider’s desire to terminate the Agreement.  User agrees to compensate the Provider for all Deliverables rendered through and including the effective date of termination.  No refunds will be provided.

    4. Post Termination Obligations.  In the event of any termination of this Agreement (i) User cease any further use of the Deliverables or any portion thereof and immediately return the Deliverables and all copies thereof, in whole or in part, to Provider; and (ii) Provider shall cease performance of all of Provider’s obligations hereunder without liability to User.  Provider’s foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Provider in law and in equity

  5. Access to the Content Library and Training Program.  

    1. Once User’s purchase is confirmed and this Agreement is executed , Provider will provide User with access to the Content Library and Training Program.  User agrees and understands that access to the Content Library and Training Program may at times be influenced and affected by third parties that Provider uses to provide the Deliverables (web hosting, membership site plugins, etc.).  User agrees and understands that any reasonable delay to access of the Deliverables will not be considered a breach of this Agreement.  

    2. Provider reserves the right to terminate access to the Training Program, with or without prior notice to User at any point in time as Provider determines in its sole discretion. Provider will make reasonable efforts to provide notice to User  but is not required to do so under the terms of this Agreement.  Upon such termination Provider will have no more obligation to User under this Agreement.  


  1. User Compliance.  User shall be solely responsible for the use and suitability of the Deliverables to User’s business and Provider shall have no liability therefor.  User is responsible for compliance with all applicable laws, statutes, rules, regulations and ordinances that may apply to their social media accounts, including the any applicable terms of service related to the applicable social media account.   

  2. Conflicts of Interest; Confidentiality. User represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between User and any third party.  User and Provider agree that the terms and conditions of this Agreement and any information of a confidential nature shared by the parties during the execution of Deliverables is  confidential.  The parties will not disclose proprietary or confidential information related to one another to any third party without prior written notice of the other party.

  3. Shared Information Not Confidential Or Privileged.  Information User provides or share with Provider directly or indirectly, on our Social Media or through or Deliverables  (whether in the form of emails, text messages, comments, audio calls or video calls) will not be treated as confidential or privileged, as they may be broadly available to other persons, both inside of and/or outside of the Provider.  Also, any expressed opinion by another user is his or her own and should not be considered as reflecting the opinion of the Provider

  4. Feedback, Comments And Testimonials.  User grants permission to Provider for right to use User’s feedback whether in the form of emails, submissions, surveys, comments, calls, otherwise, for the purposes of marketing or promoting the Provider’s services and/or products.  

  5. Independent Contractor Relationship.  It is the express intention of the parties that Provider is an independent contractor and not an employee, agent, joint venturer, or partner of User. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Provider and User.

  6. No Warranties.  THE DELIVERABLES ARE  PROVIDED ON AN “AS IS” BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

  7. No Guarantees.  Except as expressly provided in this Agreement, the Provider makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered. 

  8. Earnings Disclaimer.  There can be no assurance as to any particular financial outcome based on the use of the Deliverables. User agrees that Provider is not responsible for User’s earnings, the success or failure of  User’s personal or business decisions, the increase or decrease of User’s finances or income level, or any other result of any kind that User may have as a result of information presented through the Deliverables. User is solely responsible for its results.

  9. Testimonial Disclaimer. The views and opinions contained in the testimonials belong solely to the individual user and do not reflect the views and opinions of Provider.   Provider is not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of the Deliverables.  Provider does not claim, and User shall not assume, that all users will have the same experiences. USERS INDIVIDUAL RESULTS MAY VARY.

  10. Personal Responsibility.  User’s decision to use and purchase Deliverables, is purely voluntary, and as such User understands Provider is not responsible or liable for any harm or damage to User’s business, life, health, or family resulting from direct or indirect use of materials or content contained from the Deliverables. User agrees to hold Provider harmless from any damages directly or indirectly resulting the Deliverables.  

  11. Limitation of Liability. 

    1. IN NO EVENT SHALL PROVIDER BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT.  IN NO EVENT SHALL PROVIDER BE LIABLE TO USER FOR ANY CLAIMS WHATSOEVER UNDER THIS AGREEMENT, INCLUDING DAMAGES RESULTING FROM OR RELATED TO ANY LOSS OF DATA, DELAY IN USER’S INTERNET SERVICE OR DELAY RELATED TO A SOCIAL MEDIA ACCOUNT OR SERVICE.

    2. PROVIDER IS NOT RESPONSIBLE FOR THE USE OF THE DELIVERABLES HEREUNDER, INCLUDING BUT NOT LIMITED TO: (1) IF A DELIVERABLE, ONCE POSTED. AFFECTS USER’S REPUTATION; OR (2) IF A DELIVERABLE DOES NOT ACHIEVE A CERTAIN NUMBER OF “LIKES” OR ENGAGEMENT FROM USER’S SOCIAL MEDIA FOLLOWERS; OR (3) INAPPROPRIATE OR ABUSIVE SOCIAL MEDIA COMMENTS; (4) SOCIAL MEDIA OUTAGES OR FAILURE OF A DELIVERABLE TO UPLOAD OR DOWNLOAD; (5) FAILURE OF A DELIVERABLE TO COMPLY WITH SOCIAL MEDIA GUIDELINES OR TERMS OF SERVICE. PROVIDER’S LIABILITY TO USER OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT USER HAS PAID PROVIDER UNDER THIS AGREEMENT.   

    3. Waiver. Notwithstanding anything to the contrary contained in this Agreement, User, on behalf of itself and on behalf of anyone claiming under or through it by way of subrogation or otherwise, waives all rights and causes of action against Provider, and the respective directors, shareholders, officers, employees, members, agents and invitees of Provider, for any liability whatsoever, including any liability arising out of or related to any of the Services or Deliverable provided hereunder. The release and waiver shall be complete and total even if such loss or damage may have been caused by the negligence of Provider or their respective officers, directors, shareholders, employees, members, agents or invitees.

    4. Assumption of Risk.  User is assuming all risk associated with this Agreement, including participation in the Training Program, including any risks related to mental health, or emotional wellbeing. The Training Program is meant to push User’s outside their comfort zone and User’s are responsible for their ability to cope with such training.  User accepts all liability for their words, acts, and omissions.

  12. Intellectual Property Rights.  All intellectual property rights related to the Deliverables, including any trademarks or copyrights are the exclusive property of Provider.

  13. General Provisions.

    1. Successors and Assigns; No Third Party Beneficiary Rights. All of the provisions of this Agreement shall be binding upon and inure only to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. No provision of this Agreement shall in any way inure to the benefit of any third party (including the public at large) so as to constitute any such person a third party beneficiary of this Agreement or any provision hereof, or otherwise give rise to any cause of action in any person not a party hereto.

    2. Choice of Law. The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of California without regard to conflicts of laws principles.

    3. Section Headings. The headings of the sections herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

    4. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

    5. Assignment. User shall not assign any of its rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of Provider.

    6. Notices. All notices, demands, consents, approvals or other communications (“Notices”) required or permitted in connection with this Agreement shall be in writing and shall be sent by electronic mail.  Notice shall be conclusively deemed given one day after the electronic mail is sent.

    7. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

    8. Entire Understanding. This Agreement and any Addendum attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

    9. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

    10. Executed Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, and all counterparts shall be considered together as one agreement. The parties hereto agree that facsimile signatures shall be as effective as if originals.

IN WITNESS WHEREOF the undersigned have executed this Agreement upon clicking “accept” as of the date of the last signature below.

 

Entered into on 

 

Parties:

Known as  "Provider”

 

 

 

and

Known as "User"