TERMS & CONDITIONS
Pacific International Maritime Medical Service, Inc. dba SphereMD Agreement Terms and Conditions (the “Agreement”)
- Scope of Agreement
Pacific International Maritime Medical Service, Inc. dba SphereMD (“SphereMD”) shall provide the services outlined in the proposal (“Proposal”) attached hereto and incorporated herein by reference. Any amendments to the Proposal plan shall not be valid unless you submit such changes in writing and signed by SphereMD. Unless otherwise specified, any quotation is valid for only 30 days unless accepted. A Proposal is accepted only when signed by Client.
- Limitation of Liability
The combined maximum liability of SphereMD, and its officers, managers, employees and agents for any damages, including negligence or breach of this Agreement, shall be the lesser of the actual damages incurred or the amount paid by Client hereunder. SphereMD, and its officers, managers, employees and agents are hereby expressly released and discharged from any and all liability for any loss, injury, or damage to persons, business, or property arising from their performance of the services outlined herein in excess of the fee paid.
- Cancel Work
Client may not change an order or terminate this Agreement once accepted by SphereMD, except with the prior written consent of SphereMD and upon terms that will compensate SphereMD for all services performed through the cancellation date, along with any fees, charges, expenses and/ or losses suffered by SphereMD as a result of the cancellation.
Work will be billed on a time and material basis at SphereMD’s normal rates unless a different rate is outlined in the Proposal. Any quote or Proposal does not include taxes and Client is responsible for any federal, state, or local tax or any fee, or assessment charged by any governmental entity, which are Client’s responsibility.
Client agrees to indemnify, hold harmless, and defend SphereMD, and its officers, managers, employees and agents from and against any and all losses, costs, expenses, damages, or liabilities (including reasonable attorney fees) incurred or threatened to be incurred by any third party or their officers, managers, employees and agents by reason of or arising out of or in connection with this Agreement or the breach of the warranties and representations contained herein.
- Attorney Fees
If any dispute, default, suit or action arises from or in connection with this Agreement or bills due under this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, costs and expenses incurred, including without limitation , any at trial, on appeal, or in an arbitration or bankruptcy proceeding.
- Intellectual Property
Unless specified in the Proposal, all intellectual property (including, but not limited to, policies, notes, product or material) designed or created by SphereMD, shall be and remain the exclusive property of SphereMD. All such intellectual property shall not be deemed work made for hire. Client may purchase any intellectual property from SphereMD on terms mutually agreeable to SphereMD and Client.
- NON SOLICITATION
Client hereby expressly covenants and agrees that at all times and for a period of eighteen (18) months following SphereMD’s performance, Client shall not directly or indirectly, in any form or manner, solicit SphereMD’s clients, customers or employees and shall not hire any SphereMD employees.
- Claim and Venue
Any suit or action arising out of or in connection with this Agreement must be brought within one (1) year from the date of invoice in a state or federal court located in the state of Oregon or Washington. The parties hereby submit to the exclusive jurisdiction of any state or federal court in Oregon or Washington and agree to the exclusive venue of such courts.
- Arrest of Ship
If Client fails to pay, SphereMD shall be entitled to arrest the ship. The services provided by SphereMD are maritime in nature and necessary to the vessel. Client shall be responsible for all costs and attorney fees associated with the Arrest, including the payment of any bonds.
- DELAYS/FORCE MAJEURE
The parties acknowledge that any delivery dates are estimates and are dependent on factors outside SphereMD’s control, including Client responsiveness. SphereMD shall not be responsible for any delay outside its reasonable control.
- Entire Agreement
This Agreement with the Proposal constitutes the entire agreement between the parties relating to the work to be performed. It supersedes all prior and contemporaneous agreements, representations, verbal or written promises, and undertakings of the parties with respect to the subject matter of this Agreement.
- Consequential Damages
Under no circumstances shall SphereMD, and/ or its officers, managers, employees and agents be liable to Client or any other person or entity for any special, indirect consequential loss or damage, or any negative publicity that results from any work performed, whether or not such loss or damage is caused by the fault, breach of contract, or negligence of SphereMD, and its officers, managers, employees and agents or subcontractors. This exclusion of liability for special, indirect, or consequential loss or damage is intended to apply to damages or losses of any kind, including those damages of a “commercial” nature such as, but not limited to, loss of profits or revenue, costs of capital, damage to or loss of use of equipment or facilities, or any claims of clients, customers or any third party.
SphereMD warrants that its work will be in accordance with standards and practices of the care, skill and diligence, customarily observed by similar firms under similar circumstances for a period of one year. SphereMD expressly disclaims all warranties, whether expressed or implied, including but not limited to, the implied warranty of merchantability or fitness for a particular purpose.