This Services Agreement (this “Agreement”) is made effective as of today by and between my hospital and iVET360, INC ("iVET360") of 222 NW 5th Avenue, Suite 4, Portland Oregon 97209.
1. DESCRIPTION OF SERVICES.
Beginning today, iVET360 will provide the services noted below (collectively, the "Services").
iVET360 Standard Learning Management System (learningvet.com)
This Platform shall include all the following as part of the base monthly learningvet.com subscription:
- 24/7 access to a proprietary mobile enabled website with unlimited hospital usage.
2. PAYMENT.
In connection with the Services to be provided pursuant to this Agreement, iVET360 agrees to provide services for $15 per month per employee. Payment is due at time of service pro-rated to the 15th of the next month. Billing will continue on the 15th of each month until canceled in writing.
3. TERM.
This Agreement is cancellable with 30-day notification. Notification by email will suffice. The user can email info@ivet360.com at any time to cancel.
4. CONFIDENTIALITY.
iVET360 and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of iVET360, or divulge, disclose, or communicate in any manner, any information that is proprietary to your hospital.
iVET360 and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by your hospital of these confidentiality obligations which allows iVET360 to disclose your confidential information to
any other third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
Upon termination of this Agreement, iVET360 will return all records, notes, documentation, and other items that were used, created, or controlled by iVET360 during the term of this Agreement.
5. WARRANTY.
iVET360 shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in iVET360's community and will provide a standard of care equal to, or superior to, care used by service providers similar to iVET360 for similar services.
6. INTELLECTUAL PROPERTY.
iVET360 represents and warrants that the use of any software or other intellectual property provided by iVET360 to your hospital pursuant to this Agreement by either iVET360 or by your hospital, does not misappropriate, infringe upon or conflict with any intellectual property rights of any third party.
7. HEADINGS.
The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.
8. SEVERABILITY.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
9. ENTIRE AGREEMENT.
This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
10. SUCCESSORS AND ASSIGNS.
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party.
11. AMENDMENT AND MODIFICATION; WAIVER.
This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; ATTORNEYS FEES.
- This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).
- Any legal suit, action, or proceeding arising out of or based upon this Agreement, the other transaction documents, or the transactions contemplated hereby or thereby must be instituted in the federal courts of the United States of America or the courts of the State of Oregon in each case located in the City of Portland and County of Multnomah, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other documents by mail to such party’s address set forth in this Agreement shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
- Each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement.
- In the event an action is filed by a party seeking to interpret or enforce, or alleging a breach of the terms of this Agreement, as part of any judgment, the prevailing party shall be awarded its attorneys’ fees and costs.
13. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
