Liability wavier and Agreement

ERGONOMIC ASSESSMENT/ CHAIR CONSULTATION AGREEMENT

RECITALS:

A. Company provides ergonomic assessments, chair consultations and ergonomic services and/or products.
B. Client desires to engage Company for ergonomic assessments, ergonomic services and/or products, subject to the terms and conditions of this
Agreement.

AGREEMENT:

The parties agree as follows:

1. Scope of Services: Company will provide the Client one the following selected ergonomic assessment services (“Services”).
   1. Ergonomic Assessment: Company will provide the Standard Ergonomic Assessment described on the attached Exhibit A.
   2. Chair Consultation: Company will provide the Full Ergonomic Assessment described on the attached Exhibit A.
   3. Ergonomic Assessment Business Package: Company will provide the Ergonomic Assessment Package described on the attached Exhibit A.
   4. Custom Services: Company will provide the Custom Services described on the attached Exhibit A.
   5. Comfortable Workspace Guide:Company will provide the Comfortable Workspace Guide product as described on the attached Exhibit A.
2. Cost of Service and Payment. Client will remit payment in full to Company prior to the commencement of any Services. Client will pay Company by credit card through Stripe or PayPal payment services.
3. Termination. This Agreement may be terminated only by a written or email notice of termination signed by the party terminating the Agreement. If Client terminates this Agreement less than twenty-four (24) hours before the commencement of Services, Company will retain a cancellation fee of $50.00. Client agrees the cancellation fee is remitted to Company in consideration of Company’s experience, reputation, and skill, and the inability of Company to prepare for and schedule other engagements on the Services date.
4. Notices. Any notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given (a) when personally delivered to the party to be notified; (b) two days after deposit in the U.S. mail, by certified or registered mail, postage prepaid, return receipt requested; or (c) when transmitted by email, with confirmed transmission; in any case addressed to the party to be notified at the address shown on the signature page of this Agreement, or such other address as a party may designate in writing before the time of giving notice.
5. Assignment. This Agreement is a contract for specialized services and may not be assigned by either party. Company reserves the right to engage an independent contractor to provide all or part of any Services.
6. Protected Health Information. Company will not disclose to any third party Client’s protected health information Client provides Company while Company is providing the Services, except as is authorized by Client or is otherwise authorized or required by law.
7. Ownership of Intellectual Property. Any materials that Company creates and provides to Client in any form or format for the purpose of any Services are the intellectual property of Company (“Intellectual Property”). The Intellectual Property shall remain the sole property of Company, the use of which by Company shall be unrestricted. Client acknowledges this Agreement does not give Client right, title, or interest in or to the Intellectual Property, other than the right to use the Intellectual Property in accordance with this Agreement. Client agrees not to reproduce, disclose, distribute, post, provide access to, or sell the Intellectual Property to any third party. Client must notify any employees and agents that the Intellectual Property cannot be reproduced, used, or distributed for purposes other than the purposes related to the Services.
8. Client Responsibilities. As a condition precedent to Company’s obligations under Section 1 of this Agreement, Client will do all things reasonably required by Company to permit Company to perform the Services.
9. Emergency Circumstances. Company shall not be liable to Client or be deemed to have breached this Agreement for any failure or delay in performing any term of this Agreement to the extent that such failure or delay is caused by or results from acts beyond the Company’s reasonable control, including, without limitation: (a) severe acts of weather or nature, including but not limited to, floods, fires, wildfires, earthquakes, hurricanes, tornados, or explosions; (b) war, acts of terrorism, civil unrest, national or regional emergencies, strikes, pandemics, or epidemics; (c) acts of governmental authorities such as expropriation, condemnation, and changes in laws and regulations; (d) failure or interruption in internet services (“Emergency Circumstances”). If Emergency Circumstances exist on any Services date, the parties to this Agreement will work in good faith to reschedule the Services to a date within thirty (30) days of the end of any Emergency Circumstances.
10. Independent Contractor. In providing Services under this Agreement, the parties acknowledge and agree that Company is acting as an independent contractor and not as an employee of Client. Company and Client acknowledge and agree that this Agreement does not create a partnership, association, or joint venture between them and that this Agreement is exclusively a contract for services.
11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT THAT CLIENT HAS PAID TO COMPANY UNDER THIS AGREEMENT. COMPANY WILL NOT BE LIABLE FOR THE FAILURE OF CLIENT TO ACHIEVE ANY DESIRED OUTCOME.
12. Indemnification. Client agrees to defend, indemnify, and hold Company, its members, employees, agents, representatives, and successors harmless from any and all loss, liability, claims, actions, damages, expenses, including attorneys’ fees and costs, arising out of, relating to, or resulting from any act or omission of Client.
13. Amendments. This Agreement may be amended only by written agreement signed by the duly authorized representatives of both parties.
14. Survival. The provisions of Sections 2, 3, 7, 11, 12, 14, 15, 17, 18, 19, and 21 of this Agreement shall survive any termination of this Agreement.
15. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be excluded from this Agreement and the remaining provisions shall remain in full force and effect.
16. Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. No waiver of a right arising out of a breach of any provision of this Agreement will be deemed a waiver of any right arising out of any other or subsequent breach of the same or any other provisions or a waiver of the provision itself.
17. Governing Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of the state of Oregon, without regard to conflict of laws principles.
18. Venue. The parties agree that any and all actions and proceedings arising out of or relating directly or indirectly to this Agreement will be brought in the Jackson County Circuit Court of the State of Oregon. Each party expressly consents to the jurisdiction and venue of such court and of the appropriate appellate courts.
19. Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, representatives, and successors.
20. Counterparts. This Agreement may be signed in more than one counterpart, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
21. Exhibits. The exhibits referenced in this Agreement are incorporated herein as if set forth in full.
22. Entire Agreement. This Agreement and any Liability Waiver signed by Client in favor of Company regarding the Services constitute the parties’ entire agreement and understanding with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, written or oral, relating to matters provided for in this Agreement.

EXHIBIT A

This Exhibit A relates to the Cascade Ergonomics LLC Ergonomic Assessment Agreement.

1. Services.
   1. Ergonomic Assessment or Chair Consultation
2. Company Deliverables. Company will provide the following materials to Client in connection with the Services in Section 1 of the Agreement:
   1. Completed ergonomic report with a summary of findings and recommendation
   2. Quick set up page and chair fitting guide
   3. Remote ergonomic assessment includes the ergonomic guide and any exercise handouts
3. Products
   1. Comfortable Workspace Guide
4. Client Deliverables. In addition to all obligations of Client stated in the Agreement, Client agrees to provide the following to Company within the timeframes indicated, below:
   1. Three workstation photos of employee typing at their desk:
      1.  Side view
      2. Back view
      3. Overhead view
   2. Discomfort questionnaire
5. Services Date(s) and Services Location.
   1.  Remote assessments performed at the client’s workstation unless otherwise agreed by Cascade Ergonomics LLC and Client.
6. Follow-up Session.
   1. A brief follow up visit scheduled by the client

LIABILITY WAIVER AND RELEASE

Please read this Liability Waiver and Release (“Waiver”) in its entirety before consenting to receive services. By checking the box, you are waiving certain legal rights including the right to sue Cascade Ergonomics LLC, an Oregon limited liability company (“Company”), Cascade Ergonomics LLC doing business as Cascade Ergonomics, and the Company’s members, employees, agents, representatives, successors, and assigns (individually, and collectively, “Released Parties”) for injuries or loss sustained while receiving ergonomic assessments and services from the Company.

1. Liability Waiver and Release. In consideration of receiving ergonomic assessments and services from the Company (“Services”), I hereby waive, release, and forever discharge the Released Parties from any and all claims, demands, liabilities, losses, expenses, attorney fees and costs, and causes of action arising out of, resulting from, or relating to any personal injury, property damage, illness, death, or loss that may be sustained as a result of me receiving any Services and any ergonomic recommendations (“Claims”). This Waiver shall apply to any and all Claims, even if caused by the Released Parties’ negligence or the negligence of others. The only claims not released are those based on the Released Parties’ reckless, grossly negligent, or intentional actions or omissions.
2. Acknowledgment and Assumption of Risk. I represent that I am age 18 or older, in good health, and that I am fully able to participate in the Services. I acknowledge that I am voluntarily participating in the Services. I understand that ergonomic recommendations may include movement, stretching, or exercise. I understand that the Services are not offered as a substitute for professional healthcare or medical care, and are not intended to diagnose, treat, or cure any health or medical conditions(s). I acknowledge that I take full responsibility for any decisions and equipment purchases made during or after receiving any Services. I understand there are inherent risks involved in obtaining the Services, including, but not limited to, risks associated with exercise such as walking and flexibility exercises, and risk of injury or exacerbation of pre-existing conditions. I voluntarily accept and assume the risks associated with obtaining and participating in the Services.
3. Binding Effect. I intend for this Waiver to bind me, my heirs, administrators, personal representatives, executors, successors, and assigns.
4. Severability. If any provision of this Waiver is held to be invalid or unenforceable by a court of competent jurisdiction, all other provisions will remain in full force and effect.
5. Governing Law. This Waiver shall be governed by, construed, and enforced in accordance with the laws of the state of Oregon, without regard to conflict of laws principles.
6. Acknowledgment and Understanding. By checking the box, I agree that I have read this Waiver in its entirety and that I understand and agree to its terms. I agree that this Waiver will remain in full force and effect for any and all Services I receive. By checking the box, I am agreeing to this Waiver freely and voluntarily, and I intend to be bound by it. I understand and agree that checking the box serves as an electronic signature. I understand that I am giving up the right to hold the Released Parties liable for any Claims. Electronic signatures and consent of this Waiver are permitted and enforceable.