Terms and Conditions

SOURCEPANEL CUSTOMER AGREEMENT

SOURCEPANEL and Customer hereby agree as follows:

1.              Scope of Agreement.

1.1       The parties agree that the terms and conditions of this Service Agreement shall create a binding contract between SOURCEPANEL and Customer, and all the aforementioned documents will be collectively referred to as this “Agreement”.   For purposes of this Agreement, all capitalized terms in this Agreement that are not defined herein will have the same meaning as set forth in the Terms of Use.

2.         VPMS and Fees.

2.1       SOURCEPANEL will provide Customer with access to the project management and collaboration software offered by SOURCEPANEL (the “VPMS”) and associated network of organizations who perform services on the VPMS (“Service Provider”).   Accordingly, during the Term (as defined below) of this Agreement, SOURCEPANEL will provide Customer with an Account on the VPMS. Customer may access its Account at any time through www.SourcePanel.com, or any subdomain thereof. During the Term, Customer will use the VPMS for its own business purposes and in accordance with the Terms of Use and Privacy Policy.   Customer will not sell, assign, sublet, or sublicense to, or share, with any third party, Customer’s rights to use and access the VPMS. Customer will be solely responsible at its own cost and expense for providing and maintaining any of Customer’s equipment, software and internet access necessary for Customer to utilize the VPMS.   SOURCEPANEL shall have no responsibility or liability for any content that Customer posts or uploads to the VPMS, including assignments, training materials or communications to resources. Customer acknowledges that Customer’s access and use of the VPMS relies on the interoperability of the VPMS with the networks of third parties, public switch telephony networks, Internet access providers, international satellite services and other communications facilities and capabilities maintained by persons and entities outside of SOURCEPANEL’s control.

2.2       You agree to pay the fees in effect for your subscription at the time you purchase or renew it (“Subscription Fees”).  Current pricing is available at SourcePanel.com and is currently:

*Project Fees are billed to Customer by SourcePanel on behalf of Service Providers.

Unless agreed otherwise in writing, all Subscription Fees are payable prior to the commencement of each subscription period.

2.3     When you subscribe for a paid VPMS subscription, you will provide SourcePanel with either a valid, up-to-date credit card number or other payment options as available. If you have selected a credit card or Paypal as your payment method, you authorize SourcePanel to charge your credit card (or Paypal account, as applicable) for Service Fees on the first day of your initial subscription period and each renewal subscription period and to charge your credit card when such fees become due and payable. You are responsible for maintaining up-to-date payment information. If we cannot charge your credit card for any Service Fees when due because your payment information is no longer valid and up-to-date, or if we do not receive your payment when due through the alternative payment method you have selected, we may, at our election: (a) suspend your access to the Online Service, in which case you will be responsible for all Service Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case your right to use the Online Service will cease; or (c) without waiving our rights to suspend or terminate your account, allow you a longer period during which to make payment, in which case you will remain responsible for all Service Fees incurred while we await your payment. Late payments incur interest charges at the rate of 1% per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. The Subscription Fees do not include any local, state or federal taxes or duties. Except for our income taxes and gross receipts taxes, you acknowledge that you are responsible to pay such taxes (if any).

3.            Service Provider Payments

3.1     After Customer has approved Service Provider estimates, SourcePanel will submit invoices to Customer via the VPMS platform for work performed by Service Provider for Customer.  Customer agrees to pay SourcePanel invoices within 30 days of the invoice submittal date unless separate payment terms have been agreed upon by Customer and Service Provider.

3.2       Customer is not required to pay invoices which are in violation of Section 7 of the SourcePanel Service Provider Agreement which reads as follows:

4.            SOURCEPANEL Proprietary Considerations.

4.1     Customer acknowledges that as a result of engaging SOURCEPANEL to provide services under the Agreement, Customer will become familiar with the identities and capabilities of certain persons and companies affiliated with SOURCEPANEL and who perform services for SOURCEPANEL’S customers (“Service Providers”).  Customer agrees that the identity and capabilities of the Service Providers are proprietary to SOURCEPANEL.  In consideration of the foregoing, Customer agrees that during the term of the Agreement and for a period of twenty-four (24) months after completion of this agreement, Customer shall not, directly or indirectly, recruit, hire, or contract with any Service Provider to perform services outside of the VPMS without written approval from SOURCEPANEL.

5.            Confidentiality

5.1     Customer acknowledges that as a result of engaging SOURCEPANEL to provide services under the Agreement, Customer will be exposed to nonpublic information or know-how concerning SOURCEPANEL’s business, including but not limited to concepts, ideas, methods and procedures of operations related to SOURCEPANEL’s delivery of services (“SOURCEPANEL Confidential Information”).  In consideration of the foregoing, Customer agrees that it will not, either during the term of the Agreement or thereafter: (a) disclose any SOURCEPANEL Confidential Information to any third party without the prior written consent of SOURCEPANEL; or (b) use any SOURCEPANEL Confidential Information except in utilizing services provided by SOURCEPANEL pursuant to the Agreement.

5.2     The obligations set forth in Section 4.1 shall not apply to any information that Customer can demonstrate, by clear and convincing documentary evidence: (a) is in or becomes, without fault of Customer, part of the public domain;  (b) was already in Customer’s possession at the time the information was made available to Customer by SOURCEPANEL; or (c) is required to be disclosed by law or valid legal or regulatory process, following notice by Customer to SOURCEPANEL of the requirement to disclose such Confidential Information.

5.3     Customer acknowledges that breach of its obligations under this Amendment may give rise to irreparable harm to SOURCEPANEL and acknowledges that remedies at law are not adequate.  Accordingly, in the event of a breach of this Agreement, SOURCEPANEL has the right to seek equitable and injunctive relief, as well as to recover all monetary damages to which SOURCEPANEL is entitled under applicable law.

6.         Term and Termination.

6.1       The initial term of this Agreement shall be for one month following the Effective Date. After the initial term, this Agreement will automatically continue for consecutive renewal terms of one month unless a party provides written notice of its intention to terminate this Agreement no later than thirty (15) days prior to the end of the initial term or any renewal term (the initial term and any renewal terms, together, the “Term”).

6.2       The non-defaulting party may terminate this Agreement upon the occurrence of an Event of Default which remains uncured for thirty (15) days after a notice of the Event of Default is sent (or, if an effort to cure is being diligently pursued, within such time as is reasonably necessary to complete the cure) to the defaulting party.  An “Event of Default” means: (i) non-performance, violation or breach of any of Customer’s obligations set forth in this Agreement, (ii)  SOURCEPANEL’s non-performance, violation or breach of any of its obligations set forth in this Agreement; (iii) Customer’s  violation of any applicable foreign, federal, or state law or regulation through or in connection with its use and access of the VPMS;  (iv) Customer or SOURCEPANEL files a petition for bankruptcy or becomes the subject of an involuntary bankruptcy petition which is not vacated within sixty (60) days of filing, or becomes insolvent; or (v) a substantial part of Customer’s or SOURCEPANEL’s property becomes subject to any levy, seizure, assignment, application or sale for or use by any creditor or governmental agency.

6.3        Notwithstanding the above, SOURCEPANEL may terminate this Agreement if Customer does not make timely payment of amounts due under this Agreement and fails to cure such payment default within ninety (90) days of receipt of notice.  In the event of termination due to non-payment, all amounts under this Services Agreement payable by Customer will become immediately due and payable.

7.        Indemnification and Limitation of Liability.

7.1     SOURCEPANEL Indemnification. SOURCEPANEL shall defend, indemnify and hold Customer, its parent organizations, subsidiaries, affiliates, officers,  directors, employees,  attorneys, and agents  harmless  from and against  any  and all claims,  costs,  damages,  losses,  liabilities  and  expenses,  including  reasonable  legal  fees  and  costs, arising  out  of or in connection  with a claim  that the use of the VPMS (other than third party materials)  infringes  the copyright, trademark, or United States or Canadian patent rights of any third party,  Upon notice  of an alleged  infringement  or if in SOURCEPANEL’s  opinion  such a claim is likely, SOURCEPANEL  shall have  the right, at its option, to obtain  for Customer  the continuing right  to use the Platform,  substitute  other  non-infringing   functionality,  or  modify  the  Platform  so  that  it  is  no  longer infringing.

8.       General.

8.1        This Agreement shall not be amended, modified or supplemented in any way except in writing and signed by authorized representatives of both parties.  This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter.

8.2        If  any  provision  of  this  Agreement  is  found  by  a  court  of  competent  jurisdiction  or arbitrator  to  be  illegal,  void,  or  unenforceable,   such  provision   will  be  modified  so  as  to  render  it enforceable and effective  to the maximum  extent possible in order to effect the intention of the provision; and if a court or arbitrator  finds the modified provision  invalid, illegal, void or unenforceable,  the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

8.3        Any notices to be provided to the parties to this Agreement may be sent via a nationally recognized overnight courier service, via certified first class mail, return receipt requested, or via email, to the following addresses:

To SOURCEPANEL:

Accounting Department
SourcePanel
4850 SW Scholls Ferry Road, Suite 204
Portland, OR 97225
Tel. No. 503-894-6702
accounting@sourcepanel.com

To Customer:

8.4     SOURCEPANEL’s failure to act with respect to a breach of this Agreement by Customer does not waive SOURCEPANEL’s right to act with respect to that breach or subsequent similar or other breaches. Customer’s failure to act with respect to a breach of this Agreement by SOURCEPANEL does not waive customer’s right to act with respect to that breach or subsequent similar or other breaches.

8.5       Upon a change of control, either party has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without the other party’s consent.

8.6       Subject  to  the  foregoing,  this  Agreement   will  be  binding  and  will  inure  to  the  benefit  of  the successors  of  the  parties  hereto.  Any assignment or transfer contrary to this paragraph be void.

8.7        SOURCEPANEL  and Customer  are independent  contractors  and nothing  contained  in this Agreement  places  SOURCEPANEL  and  Customer  in the  relationship  of principal  and  agent, master  and servant, partners or joint ventures.   Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

8.8        Customer  agrees  that during  the Term, SOURCEPANEL  may  publicly  refer  to Customer, orally and in writing, as a customer  of SOURCEPANEL  and use a logo provided  by Customer  to display on SOURCEPANEL’s websites. Further, notwithstanding anything to the contrary, either party may disclose the existence and general nature of this Agreement.   Any other reference by either party to the other party requires written consent.

8.9      SOURCEPANEL  and Customer  agree to comply  with all applicable  federal, state and local statutes, rules and regulations,  as they currently exist and as they may be amended from time to time and which may apply  to their respective  obligations  under this Agreement.   In addition, Customer  and SOURCEPANEL  agree  not  to export,  re-export,  transfer  or  make  available,  whether  directly  or indirectly,  any regulated  item  or information  to  anyone  outside  the  United  States  in  connection  with  this  Agreement without first complying  with applicable  export control laws and regulations  which may be imposed by the United States government  and any country or organization  of nations within whose jurisdiction Customer or SOURCEPANEL operate or do business.

9.         Entire Agreement; Amendment. 

9.1       This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.

10.       Nonwaiver.

10.1     Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

11.       Governing Law; Etc.

11.1       This Agreement shall be governed by internal laws of the state of Oregon, without reference to its choice of law rules, and may be executed in counterpart copies.  Any action arising out of or related to this Agreement shall be brought in the state or Federal courts located in Washington County, Oregon, and OREGON CLINIC consents to the jurisdiction and venue of such courts.  The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs incurred in any such action or on appeal.  If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision.  Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

The parties agree to the terms contained in this Agreement as of the date accepted by Customer when signing up for SourcePanel VPMS on the SourcePanel website.

SERVICE PROVIDER AGREEMENT

SourcePanel and Provider are collectively referred to herein as the “Parties” and individually as a “Party”.

SourcePanel and Provider hereby agree as follows:

1.              Services and Compensation. 

1.1           Provider agrees to provide services (the “Services”) to SourcePanel’s customers (“Customers”) pursuant to orders placed by such Customers (“Orders”) through the project building interface (the “Platform”) operated by SourcePanel.

1.2           SourcePanel Customers agree to compensate Provider at an agreed hourly rate or at an agreed fixed project fee for Services performed as determined by Provider.  Provider acknowledges that SourcePanel has made no representations to Provider with respect to the volume of work that will be available to Provider under this Agreement.

1.3           Provider agrees to submit all payment requests to Customers through the SourcePanel Platform.

1.4           SourcePanel Customers reserve the right to refuse payment for Services which do not conform to Provider’s warranty under Section 7.  In the event Customer has paid Provider for nonconforming Services, SourcePanel may, at its option, notify Provider that the Services were nonconforming, in which case Provider will refund to Customer the amount paid for such Services.

2.              Payments and Fees.

2.1           Customer payment terms to SourcePanel are Net 30 days from invoice date.

2.2           From Customer payments, SourcePanel deducts negotiated fees and forwards the balance to Provider within five business days of receipt.

2.3           When logged into SourcePanel, Provider is granted access to a ledger showing invoices dates, payment dates, and other relevant accounting information.

3.              Independent Contractor.

3.1             At all times, Provider is an independent contractor.  SourcePanel will not have or exercise any control over the manner and means used by Provider to perform services under this Agreement.  Provider will supply all necessary equipment for the performance of the services required by this Agreement and will be free to perform services for other customers.

3.2           Provider represents and warrants to SourcePanel that it is an independent entity and that it will comply with all laws and regulations relating to compensation of its employees, including all state and federal withholding requirements. Provider agrees that its employees will not be considered employees of SourcePanel for purposes of such laws and will not receive any employee benefits that SourcePanel provides to its employees.

3.3           Provider will provide SourcePanel with such information as SourcePanel may reasonably request to verify Provider’s compliance with this Section 3.

4.              Confidential Information.

4.1           Provider acknowledges that Provider will have access to SourcePanel’s Confidential Information during and at the conclusion of Provider’s engagement, and that the disclosure of such Confidential Information could cause SourcePanel irreparable injury.  For purposes of this Agreement, SourcePanel’s “Confidential Information” means all information marked or designated by SourcePanel or a Customer as confidential and all information, whether or not in written form and whether or not designated as confidential, which is known to Provider as being treated by SourcePanel or its Customer as confidential.  Confidential Information does not include: (a) information that is or becomes part of the public domain through no act or failure to act on the part of Provider; (b) information independently developed by Provider (as shown by Provider’s written records) outside the scope of this Agreement and without use of SourcePanel’s Confidential Information; or (c) information received from a third party and not subject to any obligation of confidentiality.

4.2           Provider agrees: (a) not to disclose, directly or indirectly, to any third party SourcePanel’s Confidential Information without the prior written consent of SourcePanel; (b) not to use SourcePanel’s Confidential Information except  as permitted by this Agreement; (c) to promptly return or destroy, at SourcePanel’s request, all materials and documentation containing SourcePanel’s Confidential Information received hereunder; (d) to take all reasonably necessary precautions to protect the confidentiality of SourcePanel’s Confidential Information received hereunder and exercise at least the same degree of care in safeguarding SourcePanel’s Confidential Information as Provider would with its own confidential information; (e) to reveal and communicate SourcePanel’s Confidential Information only to employees of Provider who need to know SourcePanel’s Confidential Information for the purpose of this Agreement; (f) to prohibit the employees of Provider from utilizing SourcePanel’s Confidential Information other than for the purpose of or as permitted by this Agreement; and (g) to promptly advise SourcePanel in writing upon learning of any unauthorized use or disclosure of SourcePanel’s Confidential Information.

5.              Ownership of Work Product

5.1           Provider agrees that the intellectual property rights in any work product delivered by Provider under this Agreement will be owned by SourcePanel or its Customer, as determined by SourcePanel, and Provider assigns its rights in such work product to Customer.  Provider will own the rights to any processes developed independently of this Agreement that are used by Provider to create the work product and that are not included in the deliverables.

5.2           Provider represents and warrants to Company that all Services provided under this Agreement will be performed by employees or independent contractors who have executed agreements assigning to Provider all rights in and to all work done by the employee or contractor.

5.3           Provider will execute such documents and take such additional actions as SourcePanel may reasonably request to enable SourcePanel to perfect, register, or protect the rights assigned pursuant to this Section 4, including without limitation, the execution of any assignments, patent applications, or other documents which may be requested by SourcePanel.

6.              Term and Termination.

6.1           This Agreement will continue until terminated in accordance with this Section.

6.2           Either party may terminate this this Agreement for convenience by providing 30 days written notice to the other party.

6.3           Termination of this Agreement will not affect any work in progress pursuant to an Order that is uncompleted as of the date of termination.  With respect to any such Order, this Agreement will continue to apply until completion of the work.

6.4           SourcePanel may terminate an Order upon Provider’s breach of the terms of the Order or failure to provide Services in accordance with the Order or of this Agreement.  Termination pursuant to this Section 6.5 does not waive any other rights SourcePanel may have for the breach.

7.              Warranty.

Provider warrants that the Services will: (a) be performed by qualified personnel appropriate for the project; (b) conform to the commitments outlined in the Provider’s estimate or Statement of Work; (c) be of professional quality and of a standard customary in the industry; and (d)  not infringe the intellectual property rights of a third party.  THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.              Indemnity.

Provider will defend, indemnify and hold harmless SourcePanel, its Customers, and their officers, agents, employees, and representatives, from and against any third party claim arising from Provider’s breach of this Agreement, including the representations and warranties set forth in Section 7.

9.              Injunctive Relief

Provider acknowledges and agrees breach of its obligations under Sections 3, 4 or 5 of this Agreement could cause irreparable harm and loss to SourcePanel and that money damages would not be a sufficient remedy for such breach. Provider agrees that SourcePanel will be entitled to specific performance and/or injunctive relief as a remedy for any such breach. Such remedy will not be deemed to be the exclusive remedy for any such breach of this Agreement but will be in addition to all other remedies available at law or in equity.

10.           General Provisions.

10.1        Assignment.  Provider may not assign this Agreement without the prior written consent of SourcePanel.

10.2        Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.

10.3        Existing Agreements.  If Provider has a separate agreement with Customer which includes different or supplemental terms then those terms shall be binding as long as those terms are not in conflict with and do not supersede sections 1, 2, 3, 5, 7, 8, and 9 of this agreement.

10.4        Nonwaiver.  Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

10.5        Governing Law; Etc.  This Agreement shall be governed by the laws of the state of Oregon, without reference to its choice of law rules, and may be executed in counterpart copies.  Any action arising out of or related to this Agreement shall be brought in the state or federal courts located in Multnomah County, Oregon, and Provider consents to the jurisdiction and venue of such courts.  The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs incurred in any such action or on appeal.  Failure to enforce a provision of this Agreement does not waive the right of a party to enforce the Agreement in the future.  If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision.  Notices under this Agreement may be given at the email addresses listed below.

The parties agree to the terms contained in this Agreement as of the date Provider authenticates their SourcePanel VPMS account.