This Professional Pet Boarding Certification Agreement (“Agreement”) is made by and between Barkleigh Productions, Inc, doing business as Professional Pet Boarding Certification (“PPBC”) and the entity (“Company”) named in the application (“Application”). PPBC reserves the right to update or modify this Agreement at any time without prior notice. The parties hereto, intending to be legally bound, hereby agree as follows:
1. PPBC Services. PPBC provides educational and support services to the pet care industry. By entering into this Agreement, you are registering for one or more PPBC courses. During the course of providing courses and services, PPBC will provide the Company with certain training and course materials (collectively, the “Materials”). Upon successful completion of training, one or more Company employees receive PPBC certification, which highlights the educational level of the Company’s employees. PPBC certification lasts up to two (2) years from the completion date of the course. PPBC will determine the appropriate passing score for each class or course with the help of its advisors. Each class or course’s passing score will be equal for all students.
2. Restrictions. Company agrees that it will not: sell, transfer, distribute, transmit, or sublicense, in whole or in part, in any manner, the Materials; alter, modify, translate, or prepare derivative works of the Materials; permit any persons outside of Company’s organization to use the Materials; remove any of PPBC’s proprietary notices from the Materials; or make any use of the Materials except as expressly set forth in this Agreement.
3. Ownership of the Materials. PPBC is the sole and exclusive owner of all applicable copyrights, patents, trademarks, trade secrets and all other intellectual property and proprietary rights.
4. Prior Materials. Immediately upon execution of this Agreement, Company shall discontinue use of any materials bearing the name or logo of the Pet Care Services Association (PCSA) and/or the American Boarding Kennel Association (ABKA). This includes but is not limited to the use of such materials on websites, letterhead and brochures.
5. Representations and Warranties. Company represents and warrants that all information provided to PPBC at any time and from time to time, including without limitation, all information included in the Application, is complete and accurate in all respects.
6. No Warranties. THE MATERIALS PROVIDED BY PPBC ARE PROVIDED “AS IS.” PPBC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY MATERIALS PROVIDED. PPBC expressly disclaims any duty to update or revise the Materials, although PPBC may modify the Materials at any time without notice. Your use of the Materials is at your sole risk, and you assume full responsibility for any costs associated with your use of the Materials. PPBC shall not be liable for any damages of any kind related to your use of the Materials.
7. Indemnification. Company hereby agrees to indemnify, defend and hold PPBC and its officers, directors, members, managers, owners, agents, employees, assignees and affiliates (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to any dispute between Company and a client or customer, any breach by the Company of this Agreement, including Company’s representations and warranties contained herein. Company agrees to cooperate fully in the defense of any claim. PPBC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Company. Company shall not enter into any settlement agreement that affects the rights of PPBC without PPBC’s prior written approval.
8. Limitation on Liability. PPBC makes every effort to seek out credible contributors. However not all information is equally applicable to every pet care provider and it is Company’s responsibility to evaluate the Materials provided and determine whether such information is relevant and/or appropriate for Company’s particular business. Company acknowledges and agrees that PPBC is not involved in any actual transaction between Company and Company’s customers or clients. PPBC has no control over, and does not guarantee, the quality, safety or legality of any services Company provides to its customers or clients. NEITHER PPBC NOR ANY OF ITS AGENTS INVOLVED IN CREATING, PRODUCING OR DELIVERING THE MATERIALS SHALL BE RESPONSIBLE TO THE COMPANY OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSS INCURRED WITH THE USE OF, OR INABILITY TO USE, THE MATERIALS PROVIDED BY PPBC, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF PPBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PPBC’S AGGREGATE LIABILITY TO THE COMPANY OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED ($100.00) U.S. DOLLARS.
9. Choice of Law and Jurisdiction. This Agreement is governed by the laws of the State of Pennsylvania, without giving effect to conflict of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Cumberland County, Pennsylvania, the parties hereto waiving any claim or defense that such forum is not convenient or proper. Each party agrees that any such court shall have personal jurisdiction over it and agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.
10. Assignment. PPBC may assign this Agreement to any of its affiliates, to the surviving entity in the event of a merger, acquisition or the sale of all or substantially all of the assets of PPBC or in connection with the sale of the Materials or the business unit associated with the Materials. The Company may not assign this Agreement without the prior written consent of PPBC.
11. Partial Invalidity; Waiver. Any invalidity, illegality or limitation of the enforceability with respect to any one or more of the provisions of this Agreement or any party thereof, shall in no way impair the validity, legality or enforceability of this Agreement as a whole. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of PPBC.
12. Entire Agreement. This Agreement and the documents referred to herein contain the entire understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.