SERVICES

 

Services.  Emerald herby agrees to provide services listed above (together with the services and other obligations contemplated by in this agreement”).  Emeralds obligation to provide the Services is subject to the terms, limitations and conditions set forth in this Agreement.

 

Review and Additional Services.  The Parties agree that the scope, frequency and manner of delivery of the services detailed herein are subject to periodic review by the Parties.  Upon the mutual agreement of the parties, (a) additional or new services which are not currently contemplated in this Agreement may be added time to time, and (b) one or more Services may be modified, or terminated and deleted from time to time.

 

Services Term and Automatic Renewal The term of this Services Agreement is one year. For the Standard Services that are provided to the Customer, unless one party notifies the other party in writing at least 30 days prior to the end of a Services Term (as defined in the Standard Terms) of an election to terminate the Standard Services at the end of the current Services Term, a new Services Term shall automatically commence for the same period as the expiring Services Term upon the same terms and conditions.

 

Performance Standards

 

(a)     Emerald agrees to use reasonable efforts to provide Services in accordance with the standards, practices and procedures established by Emerald for its own operations, unless otherwise agreed by Emerald and MIRACLE VALLEY.  Emerald shall comply with all laws, regulations, rules and orders applicable t (i) with respect to the Services provided hereunder and (ii) Emerald with respect to its own operations.

 

(b)     Emerald may make changes from time to time in the manner of performing the Services, and may suspend or terminate the provision of one or more of the Services, to the extent that Emerald is making similar changes in the manner of performing, or is similarly suspending or terminating, similar services for itself, provided in each case that any such suspension, termination, or change must not create any material risk to the security and stability of the Cannaintelligence system.

 

Confidentiality.  Each Party agrees, in the performance of this Agreement, to keep the information furnished by the other Party or acquired or developed by the other party in performance of this Agreement, in the strictest confidence.  Each Party also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, and shall take reasonable measures to restrict access to such information while in such Party’s possession to those employees needing such information to perform the work described herein.  Each Party agrees to immediately notify the other Party in writing in the event that such Party determines or has reason to believe a breach of this requirement has occurred.  Nothing in this contract shall prohibit (i) Emerald from complying with its obligations under the Service Level Agreement for CASCADIA GARDENS as supplemented and amended, or (ii) Emerald or CASCADIA GARDENS from complying with their disclosure obligations.  Upon termination or expiration of this Agreement or upon request of the disclosing party of confidential information, the receiving party shall return to the disclosing party or destroy (and certify such destruction).

 

No License.  Party acknowledges that all Confidential Information remains the property of Emerald and that no license or other rights in Confidential Information is granted under this Agreement. Party agrees to return all Confidential Information to Emerald upon request and, in any event, upon termination of this Agreement.

 

Marketing.  The Customer agrees that during the Term, Emerald Metrics may publicly refer to the Customer, orally and in writing, as a customer of Emerald Metrics.  The Customer hereby grants to Emerald Metrics a royalty-free license to copy, use and reproduce the Customer’s name and logo in advertising and in marketing materials for the Term.  Emerald Metrics will reasonably comply with printing and design standards that the Customer imposes on its own advertising and marketing materials when those standards are provided by the Customer to Emerald Metrics. 

 

Property Rights.  Party agrees to disclose to Emerald any and all inventions, discoveries, designs or improvements, artwork, software programs, including source codes, whether or not patentable or copyrightable, conceived or first actually reduced to practice, solely or jointly, by CASCADIA GARDENS for its employees or agents with respect to the systems and services provided by Emerald unless expressly identified in this Agreement ("Inventions").  Party agrees to assist Emerald, in every reasonable way, during and after termination of this Agreement, at Emeralds expense, to secure, maintain and defend for Emeralds benefit all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to all Inventions.

 

Pass Through Warranty.  LIMITED WARRANTY.  MANUFACTURER WARRANTS THE IMAGING HARDWARE PRODUCT AGAINST DEFECTS IN MATRIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF PURCHASE BY THE ORIGINAL END-USER PURCHASER (“WARRANTY PERIOD”).  IF HARDWARE DEFECT ARISES AND A VALID CLAIM IS RECEIVED WITHIN THE WARRANTY PERIOD, AT ITS OPTION AND TO THE EXTENT PERMITTED BY LAY, MANUFACTURER WILL EITHER (1) REPAIR THE HARDWARE DEFECT AT NO CHARGE, USING NEW OR REFURBISHED PARTS THAT ARE EQUIVILANT TO NEW IN PERFORMANCE AND RELIABILTY, (2) EXHANGE THE PRODUCT WITH A PRODUCT THAT IS NEW OR REFURBIHED THAT IS EQUIVILANT TO NEW IN PERFORMANCE AND RELIABILITY AND IS AT LEAST FUNCTIONALLY EQUIVILANT TO THE ORGINAL PRODUCT.  THE WARRANTY DOES NOT COVER DAMAGE CAUSED BY ACCIDENT, MISUSE OR UNAUTHORIZED REPAIR, DAMAGE CAUSED BY IMPACT, IMPORPER CARE OR STORAGE OR LEAKAGE OF BATTERIES.

 

OBTAINING WARRANTY SERVICE; CONTACT EMERALD TO ARANGE WARRANTY SERVICE.  ALL SHIPPING, INSURANCE, DUTIES AND OTHER INCIDENTIAL COSTS INCURRED TO RETURN THE PRODUCT ARE AT THE EXPENSE OF THE OWNER OF THE PRODUCT. 

 

Disclaimer of Warranties.  THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS”.  NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING ANY SERVICE.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, “PASS TROUGH WARRANTY”, ALL GUARENTEES, WARRANTIES, CONDITIONS AND REPRESENTATIONS WHATSOEVER, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW. COMMERTIAL USAGE OR OTHERWISE, ARE HERBY EXPRESSLY REJECTED AND DISCLAIMED.

 

Limitation of Liability.  None of Emerald or any of its directors, officers, employees, contractors or agents shall be liable to CASCADIA GARDENS for any losses or damages arising out of or in connection with any act or omission of Emerald or any of its directors, officers, employees, contractors or agents pursuant to this Agreement or with respect to the Services.  If Emerald fails to provide Service hereunder or fails to provide a Service in accordance with the performance standard specified, Emerald sole liability and CASCADIA GARDENS sole remedy, shall be Emeralds performance of such Services in accordance with the terms of this Agreement.

 

INDEMNIFICATION

 

Indemnification Obligations.  Each Party shall, at its own expense, (a) defend (including attorneys fees, expert witness fees, court reporters, paying court and administrative cost and cost of defense), and indemnify and old harmless the other party and their directors, officers, members, shareholders, agents and employees (collectively the “Indemnified Parties”) from and against and all claims, demands, actions, causes of action, suits o proceedings (each “Claim”) brought against any indemnified Parties by third party to the extent arising out of, resulting from or related to:

 

(a)     Any personal injury (including death) or property damage arising out of the indemnifying Party’s negligence or willful misconduct;

 

(b)     The indemnifying Party’s violation of any law, rule or regulation; or

 

(c)      The indemnifying Party’s breach of this agreement

 

and  (b) indemnify and hold harmless from: (i) all awards, judgements, fines and penalties, and any other amounts regardless of how characterized by the court or other forum hearing or adjudicating the Claim payable by the indemnified parties to the third parties bringing such Claims, in order to settle such Claims; and (iii) any other losses, damages, liabilities, costs and/or expense (including court and/or administrative cost) arising from such third party Claims, which, but for the Claims, would not have been suffered or incurred by the indemnified Parties.

 

TERM AND TERMINATION

 

Term.  This Agreement shall be for a term beginning on the effective date and shall remain in effect thereafter until terminated pursuant to “Condition Precedent”

 

Termination.  Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time for cause:

 

(a)     By mutual written consent of both Party’s

 

(b)     By emerald upon 30 calendar day written notice

 

(c)      By parties upon 30 calendar day written notice

 

Termination for Cause.  Either party may terminate the Services Agreement if: (a) the other party breaches any material term or condition of the Services Agreement and fails to cure such breach within 30 days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five days after receipt of written notice from Emerald Metrics; (b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

 

Survival.  Upon the expiration or termination of this Agreement; this Agreement shall become void.  No party shall have liability to the other, except that each party shall remain liable for any breaches of the agreement that occurred prior to expiration or termination; provided however, that the applicable provisions shall survive expiration or termination of this agreement:

 

Governing Law.  The Parties agree that this Agreement, and any and all disputes arising out of or related to this Agreement shall be governed by, construed, and enforced in all respects in accordance with the Laws of the State of Oregon; United States of America.