Terms of Sale

Effective Date: January 16, 2026

By purchasing consulting hours from Kelly Perry, LLC (“KPLLC,” "we," "us," or "our"), you ("Client") agree to these Terms of Sale.

1. Services & Limited Warranty.

KPLLC will provide you with the services (the “Services”) described on the applicable purchase order.

2. Fees and Expenses.

All consulting hours must be paid in full at the time of purchase. Purchased hours do not have an expiry date. In the event of a scheduled call or meeting, failure to attend at the agreed-upon time without prior notice ("no-show") will result in the scheduled time being deemed as utilized and non-refundable. The time allocated for the missed appointment will be deducted from your available service hours or counted toward your service agreement, regardless of non-attendance. We encourage clients to provide advance notice of any scheduling conflicts to allow for rescheduling opportunities.

3. Your Responsibilities.

You acknowledge that you are responsible for performing your obligations under this Agreement in a reasonable and timely manner. KPLLC is not responsible for any delays in its performance resulting from your failure to meet the following obligations. You agree that you will:

  • Designate someone to serve as your authorized representative during the Term of the Agreement;

  • Require that your authorized representative respond promptly to KPLLC’s requests for instructions, information, or approvals (“Your Content”) that KPLLC needs to provide the Services, in the form or format KPLLC asks for;

  • Cooperate with KPLLC in its performance of the Services and, if necessary, provide KPLLC access to your premises, employees, contractors, and equipment; and

  • Take all steps necessary, including obtaining licenses or consents, required to prevent delays in KPLLC’s performance of the Services, and not take any action that will inhibit or impair KPLLC’s ability to render Services to you.

4. Changes, Delays, and Approvals.

If additional Services, Fees, or Expenses are required due to a delay, inaccurate information, or mistake on your part, KPLLC may make reasonable modifications to the costs or scheduling in the related SOW.

5. Your Promises to KPLLC.

You represent and warrant that the following facts are true: (a) you have the full right, power, and authority to enter into and perform your obligations under this Agreement; (b) all information and materials that you provide to KPLLC will be accurate and complete, will comply with all applicable laws, and will not violate any third party’s intellectual property, privacy, or any other rights; and (c) if you are a limited liability company, corporation, or other form of business entity, the representative who is signing this Agreement has been properly authorized to do so.

6. KPLLC’s Limited Warranty.

  • a. KPLLC warrants that it will perform the Services according to the terms of this Agreement, using personnel of industry standard skill, experience, and qualifications, and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

  • b. KPLLC’s sole and exclusive liability, and your sole and exclusive remedy if KPLLC breaches this warranty is:

    • i. KPLLC will use reasonable commercial efforts to promptly correct the breach. If KPLLC can’t cure the breach within a reasonable time (but in no case more than 30 days) after you notify it of the breach in writing, you have the option to terminate the Agreement by sending KPLLC written notice.

    • ii. If you terminate the Agreement according to the terms of the previous paragraph, KPLLC will refund to you, within thirty (30) days of your termination notice, any fees that you actually paid KPLLC under this Agreement as of the date of termination, minus any fees or expenses then due and payable for any Services KPLLC completed, up to and including the date of the termination on a pro-rated basis.

    • iii. This remedy shall not be available unless you provide written notice of the breach within ten (10) days after KPLLC delivers the Service or Deliverable to you.

  • c. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.a, KPLLC MAKES NO WARRANTY WHATSOEVER REGARDING THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY KPLLC, OR ANY OTHER PERSON ON KPLLC’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6.a OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT KPLLC HAS NOT MADE ANY GUARANTEES ABOUT THE RESULTS OF TAKING ANY ACTION, WHETHER RECOMMENDED IN THE SERVICES OR NOT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PAST PERFORMANCE OR RESULTS OBTAINED BY OTHERS USING THE SERVICES OR MATERIALS PROVIDED BY KPLLC MAY NOT BE INDICATIVE OF FUTURE RESULTS, AND THUS THE RESULTS OBTAINED BY OTHERS (WHETHER CLIENTS OF KPLLC OR OTHERWISE) APPLYING THE PRINCIPLES INCLUDED IN THE SERVICES OR MATERIALS PROVIDED BY KPLLC ARE NO GUARANTEE THAT YOU OR ANY OTHER PERSON OR ENTITY WILL BE ABLE TO OBTAIN SIMILAR RESULTS.

7. 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”) to all documents, work product, and other materials that KPLLC deliver to you under this Agreement or prepare on your behalf, including any such items identified in the SOW, (the “Deliverables”), and all documents, data, methodologies, software and other materials, including computer programs, reports and specifications, provided by or used by KPLLC to perform the Services, or developed or acquired by KPLLC independent of this Agreement (the “Pre-Existing Materials”) shall be owned by KPLLC. 

Upon your final payment of all amounts due, and provided that you do not breach this Agreement, KPLLC hereby grant you a license to use all Intellectual Property Rights in the Deliverables free of additional charge on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary for you to make reasonable use of the Deliverables and the Services in accordance with the specifications and for the purposes set forth on the SOW; provided, however, that KPLLC will remain the sole owner of the Pre-Existing Materials. KPLLC hereby grant you a non-exclusive, limited, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicenseable, worldwide license to use, reproduce, and modify the Pre-Existing Materials solely to the extent they are incorporated into or combined with the Deliverables. KPLLC expressly reserve all other rights to the Pre-Existing Materials. 

All of Your Content belongs to you, but you hereby grant us a limited, non-exclusive, non-transferable, non-sub-licensable, and non-assignable royalty free license (i) during the Term, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, distribute, perform, display, and otherwise use your Content as necessary to perform the Services, and (ii) on a perpetual and worldwide basis to use and display your name and Your Content incorporated into the Deliverables for promoting Kelly Perry Consulting.

8. Confidentiality.

During the Term of this Agreement, either of us (as the “Discloser”) may disclose to the other party (as the “Recipient”), confidential information that if disclosed is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s breach of this Section; (b) is or becomes available to the Recipient on a non-confidential basis from a third-party, provided that the third party is not and was not prohibited from disclosing that Confidential Information; (c) was in Recipient’s possession prior to Discloser’s disclosure in connection with this Agreement; or (d) was or is independently developed by Recipient without using any Confidential Information. 

The Recipient will: (x) protect the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would use to protect its own Confidential Information, and with, at a minimum, a commercially reasonable degree of care; (y) not use the Discloser’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any other party, except to the Recipient’s representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Recipient is required by applicable law or legal process to disclose any Confidential Information, it will, before making that disclosure, use commercially reasonable efforts to notify Discloser so that Discloser has the opportunity to seek, at Discloser’s sole cost and expense, a protective order or other remedy.

9. Indemnification.

You will defend, indemnify, and hold harmless KPLLC and KPLLC’s affiliates, officers, directors, employees, agents, successors, and permitted assigns 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) damage to real or tangible, personal property resulting from your acts or omissions; (b) your gross negligence or willful misconduct; (c) your breach of any of your representations, warranties, or obligations under this Agreement; (d) any modifications or changes made to the results and proceeds of KPLLC’s Services hereunder by or on behalf of any person other than KPLLC; and (e) use of any of the results and proceeds of KPLLC’s Services hereunder by you or on your behalf or any of your representatives that is outside the purpose, scope or manner of use authorized by this Agreement or in any manner contrary to KPLLC’s instructions.

10. Term, Termination and Survival.

  • a. Term. This Agreement commences as of the Effective Date and will continue until KPLLC has completed the Services under the applicable SOW (the “Term”), unless it’s terminated earlier in another way that’s allowed by another section of this Agreement.

  • b. Termination for Breach. Either of us may terminate this Agreement, effective upon written notice to the other one of us if the other one of us:

    • i. materially breaches this Agreement and that breach either cannot be corrected or isn’t corrected by the breaching party within 10 days of that party receiving written notice of the breach;

    • ii. becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days; or

    • iii. is dissolved or liquidated or takes any corporate action for such purpose.

  • c. Termination for Non-Payment.  KPLLC may terminate this Agreement before the end of the Term by providing you with written notice if you fail to pay any amount when due and: (a) you fail to pay for seven (7) days after you’ve received written notice of nonpayment; or (b) you fail to pay by the due date more than two (2) times in any twelve (12) month period.

  • d. Survival. The rights and obligations provided in this Section, and any right or obligation in this Agreement which, by its nature, should survive this Agreement’s termination or expiration, will survive such termination or expiration.

11. Limitation of Liability.

  • 1. IN NO EVENT WILL KPLLC 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 KPLLC HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • 2. IN NO EVENT SHALL KPLLC’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 KPLLC PURSUANT TO SOW GIVING RISE TO THE CLAIM.

12. Miscellaneous. 

  • a. This Agreement constitutes our sole entire agreement with respect to the subject matter it contains, and it supersedes any and all prior agreements, whether written or oral, regarding that subject matter.

  • b. All notices hereunder shall be in writing. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving party; and (b) if the party giving the notice has complied with the requirements of this Section.

Notices to you will be made to the contact person and address set forth in your purchase order.

Notices to KPLLC:

Kelly Perry LLC

Attn: Kelly Perry

3149 Verdugo Place

Los Angeles, CA 90065

  • c. If any term (or part of a term) of this Agreement found by a court to be invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

  • d. Any amendment must be in writing, signed by both of us, and expressly state that it is amending this Agreement.

  • e. Neither of us will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

  • f. You agree not to assign, transfer, or subcontract any of your rights or delegate any of your obligations under this Agreement without KPLLC’s prior written consent.

  • g. Our relationship is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between us, and we will have authority to contract for or bind the other in any manner whatsoever.

  • h. This Agreement is governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Each of us irrevocably and unconditionally agrees that we will not commence any action, litigation, or proceeding of any kind whatsoever against the other in any way arising from this Agreement in any forum other than a court of competent jurisdiction in the County of Alameda, California. Each of us irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and agrees to bring any such action, litigation, or proceeding only in those court.

  • i. Neither of us 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 of your obligations to make payments to KPLLC for services already rendered), when and to the extent the 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, epidemic or pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), 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; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party will give notice to the other party within 15 days of the Force Majeure Event. The Impacted Party will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and will resume the performance of its obligations as soon as reasonably practicable after the end of the Force Majeure Event. In the event that the Force Majeure Event continues for a period of 60 consecutive days following written notice given by it under this Section 12.i, the other party may thereafter terminate this Agreement upon 10 days’ written notice.

Questions?

If you have questions about these Terms, please contact us at hello@kellyperryconsulting.com before completing your purchase.

By completing your purchase, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sale.