Online Document Hosting Powered by Shed Paper inc.
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Shed Paper, Inc., a California corporation ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of www.shedpaper.com, including any content, functionality, and services offered on or through www.shedpaper.com and including any mobile app that we may offer (collectively, the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.shedpaper.com/terms-of-use/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy www.shedpaper.com/TC+privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using any access credentials that we send to you via email or otherwise. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, including the Instructions for Use (IFUs) that you access via our Website and including any features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website and IFUs for your use only, or if you are accessing on behalf of your employer or are an agent for a company, then for your company’s use as well. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print a copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
You must not:
Modify copies of any materials including the IFUs from this site.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
Use the IFUs outside of the geographic region in which you are present.
You must not access or use any part of the Website, the IFUs or any services or materials available through the Website for purposes of any commercial use that may compete with or violate the intellectual property rights of Company or the licensors/owners of the IFUs.
If you wish to make any use of material on the Website including the IFUs other than that set out in this section, please address your request to:
[email protected].
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
The Company name, the terms ShedPaper, the Company logo, and any logos or other branding set forth on the IFUs, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company or licensors of such marks. All other names, logos, product and service names, designs, and slogans on this Website and the IFUs are the trademarks of their respective owners.
Prohibited Uses
You may use the Website and IFUs only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website and IFUs:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
To provide the IFUs to a competing manufacturer or to establish a competing business with Company or the licensors/owners of the IFUs.
Additionally, you agree not to:
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy www.shedpaper.com/TC+privacy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons worldwide. We make no claims that the Website or any of its content is accessible or appropriate outside of the territories intended for use of the IFUs. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside an intended territory of distribution of the IFUs you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that IFUs or other files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, IFUS AND OTHER CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED FIFTY DOLLARS $50.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your use of the IFUs, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Santa Ana and County of Orange, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy and Terms of Service (if applicable) constitute the sole and entire agreement between you and Shed Paper, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
Your Comments and Concerns
This website is operated by Shed Paper, Inc. located at: 109 N Maple St, Unit J. Corona, CA 92886.
Last Update: 24NOV2024
SHED PAPER INC.
PLATFORM SERVICES AND HOSTING AGREEMENT
This Platform Services and Hosting Agreement (this “Agreement”), dated as of online order placement (“Effective Date”), is by and between ordering entity (“Client”), and Shed Paper Inc., a California corporation having its principal place of business at 109 N Maple St., Unit J, Corona, CA 92886 (“Shed Paper” and together with Client, the “Parties” and each a “Party”). Capitalized terms used in this Agreement shall have the meanings ascribed to them herein. The “Agreement” shall include any SOWs, Change Orders, PO/Quotes, and/or Local Agreement, each as defined below.
General. This Agreement sets out the terms and conditions under which: (a) Client, a medical device manufacturer, agrees to retain Shed Paper to provide electronic Instructions for Use (“eIFU”) [and other related information for medical device products] to end users (“End Users”) through its cloud platform and hosting solution (“Platform”); (b) Shed Paper shall host and maintain the website(s) for the purpose of delivering product (eIFUs, etc.) to End Users; (c) any other activities as may be set forth in an applicable SOW ((a), (b) and (c) collectively referred herein as the “Services”); and, (d) Shed Paper agrees to perform the Services for Client. The Parties shall each comply with their respective obligations and responsibilities set forth in this Agreement or an applicable SOW as material obligations under this Agreement.
SOWs; Change Orders.
SOWs.
Shed Paper will perform the Services for Client as reasonably directed by Client in accordance with this Agreement and the applicable SOW. The Services made available by Shed Paper under this Agreement shall include all services and other activities as set forth in a statement of work (as may be amended or modified from time to time, an “SOW”) issued under or in connection with this Agreement and executed by the Parties (collectively, the “Services”). Except as provided immediately below, the Parties will cause any SOW to be in a form substantially similar to the form of SOW attached hereto as Exhibit A. Each SOW shall be deemed to incorporate all of the terms and conditions of this Agreement. To the extent any terms or conditions of any SOW conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement will control except for terms or conditions as to which the SOW expressly states an intent to supersede this Agreement.
Change Orders. Any modification or other change to an SOW must, unless otherwise agreed in writing by the parties to the SOW, be in writing in a form substantially similar to or containing information equivalent to the form attached hereto as Exhibit B (each, a “Change Order”) executed by authorized representatives of both parties to the SOW.
Initial Set Up & Subscription Fees.
Client shall pay Shed Paper all fees (“Fees”) in respect of the Services at the rates specified In online purchase attached hereto.
All Fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT), (collectively, “Taxes”).
Web Hosting & Data Storage; Domain Names.
During the Term of this Agreement, Shed Paper shall host and maintain the Client’s website(s) on Shed Paper’s shared hosting environment (on ShedPaper’s shared web servers, database servers, and other hardware)
ShedPaper will take all commercially reasonable precautions to implement and maintain data backup services for the Client Materials (defined below) stored on the Client’s website(s) to prevent any loss of data in accordance with the Service Level Agreement set forth in Exhibit D. Nevertheless, Shed Paper is specifically not responsible for any direct or indirect damages or delays caused by a loss of Client data. Shed Paper shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of the Client Materials caused by any third party. SHED PAPER’S EFFORTS TO RESTORE LOST OR CORRUPTED CLIENT MATERIALS PURSUANT TO THIS SECTION 4 SHALL CONSTITUTE SHED PAPER’S SOLE LIABILITY AND CLIENTS’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CLIENT MATERIALS.
Client has or shall acquire and maintain an Internet Protocol address.
Customer Service, Technical Support, and Reports. Shed Paper will provide the Services at the levels of performance and provide Client with technical support services in accordance with standard industry practices, each as described in the Service Level Agreement set forth in Exhibit D attached hereto or an applicable SOW, provided however, that Client’s remedies for Shed Paper’s failure to meet the Service Level Agreement in Exhibit D shall be those remedies specifically set forth therein.
First Level Customer Service. Client will be responsible for first level customer service to all End Users to handle eIFU requests.
Second Level Technical Support. Shed Paper shall provide second level technical support to End Users relating to the Services as outlined in Exhibit D, which will include [email and] telephone support between 6am and 8pm pacific time.
Data and Reports. ShedPaper customer Data and reports may be prepared for Client by Shed Paper, such as access dates, time, and user email provided for any download links (audit trail).
Client Covenants.
Client Support. Client acknowledges that certain Services may depend on Client’s provision of cooperation, assistance, information as may be reasonably requested by Shed Paper, all as specifically outlined in this Agreement or reasonably anticipated by this Agreement. If Client fails to timely provide any of the foregoing, then Shed Paper will not be liable for any corresponding delay in its performance.
Client Materials. Client will provide eIFU materials, domain name suffixes, and other information (collectively, “Client Materials”) to Shed Paper as identified herein and/or as reasonably necessary to perform the Services. Client shall ensure that all Client Materials are compatible with the Services (and, to the extent applicable, any software interface) and complies with all configurations and specifications recommended by Shed Paper and agreed to by Client, which agreement shall not be unreasonably withheld.
Regulatory Compliance. Client agrees that the Client Materials will be provided to Shed Paper and End Users in compliance with all applicable laws, rules and regulations, including but not limited to the Federal Food, Drug and Cosmetic Act (“FDA”) and the EU 2017/745 EU 2017/746 Regulation and the regulations promulgated pursuant thereto. Should government regulatory requirements be changed or updated with respect to eIFUs, Client shall promptly satisfy the new requirements. In the event that compliance with such new regulatory requirements necessitates a change in the Services, Client will submit to ShedPaper, a Change Order in accordance with Section 2(b).
Acceptable Use. Client shall not attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as may be specifically required by Shed Paper to access the Services). Client shall not allow access to or use of the Services by anyone other than Authorized Users (defined below). Client shall not: (a) copy, reverse engineer, modify, disassemble or distribute any portion of the Services; or (b) transfer any of its rights hereunder. For the purposes of this paragraph, “Authorized Users” means employees or contractors of Client that is authorized to access or use the Services.
Insurance. During the Term of this Agreement, including any applicable SOW, and for a period of Five (5) years thereafter, Client shall maintain insurance coverage consistent with industry standards for businesses engaged in the distribution or sale of medical devices, including product liability and product recall insurance. Upon Shed Paper’s request, Client shall provide with certificate(s) of insurance.
Marketing. Client shall have sole responsibility for and editorial control over marketing materials to End Users and prospective End Users.
Record Retention. Upon termination of this Agreement or an applicable SOW by either Party, it shall be Client’s sole responsibility, in accordance with applicable laws, for a period of up no less than twenty-four (24) months, to assume the costs associated with continued publication of the eIFUs. Nothing in this Agreement or any applicable SOW shall be construed to transfer from Client to Shed Paper any FDA or regulatory record-keeping requirements.
Shed Paper Covenants.
Shed Paper shall use industry standard practices to ensure that the Services are free from any viruses, worms, or other code that could damage, interrupt or interfere with any software, content, data or hardware used in connection with the Services, and Shed Paper shall follow industry standard practices with respect to the retention of Client Materials.
Shed Paper will not be responsible for, nor liable hereunder in connection with: (a) any Client Materials, including the eIFUs, or any other content provided by Client or any of its agents to Shed Paper; (b) Client’s willful or negligent acts or omissions; (c) scheduled maintenance (provided that Client is given adequate notice); or (d) unauthorized access, breach of firewalls or other hacking by third parties of Shed Paper’s systems [provided that Shed Paper has used measures in accordance with prevailing industry standards and practices to prevent the same].
Intellectual Property.
Client Proprietary Materials. Shed Paper recognizes that Client may provide proprietary materials to be included in the Services. This may include non-public information, materials that are copyrighted, patented, trademarked, or any other type of proprietary materials, including the Client Materials, (collectively “Client Proprietary Materials”), all of which shall remain the exclusive property of Client. Client hereby grants to Shed Paper a non-exclusive, non-transferrable, royalty-free, worldwide license to use all such protected Client Proprietary Materials provided to Shed Paper by Client for use in connection with the Services for the duration of this Agreement.
Shed Paper Proprietary Materials. Shed Paper shall retain all ownership and proprietary rights relating to the Services, including, but not limited to, architecture, design, source code, HTML code, graphical code, technique, methods, processes, documentation, trade secrets, training materials, etc. (collectively “Shed Paper Proprietary Materials”). This Agreement does not transfer, sell, assign, or entitle Client to any Shed Paper Proprietary Materials. During the Term (defined below) of this Agreement, Shed Paper grants to Client, its successors and assignees, a non-exclusive, non-transferrable, royalty free, worldwide license to use Shed Paper Proprietary Materials in connection with the implementation and use of the Services consistent with the terms of this Agreement.
No Implied Rights. Except as expressly provided herein, neither Party shall have any right, title or interest to or in any patents, patent applications, know-how (whether patentable or not) or other intellectual property rights of the other Party.
Confidentiality & Non-Disclosure.
Confidentiality. During and after the Term of this Agreement, except as required by applicable law or legal process, neither Party shall permit third parties to have access to Confidential Information of the other Party without first obtaining the other Party’s written authorization, which authorization may be conditioned upon such third party’s execution and delivery of a confidentiality agreement reasonably acceptable to the other Party. In addition, each Party shall take reasonable and appropriate steps to ensure that its employees and independent contractors who have permissible access to the other Party’s confidential information, to safeguard such information and, except as required by applicable law or legal process, to not disclose it to third parties without first receiving written authorization from the other Party.
Confidential Information. “Confidential Information” means all confidential and/or proprietary information of a Party, including but not limited to, Shed Paper Proprietary Materials or Client Proprietary Materials, information relating to finances, clients, customers, use data, End Users, End User’s usage of websites, and all other non-public business, technical, marketing, or intellectual property information relating to each Party’s business. In the event that either Party has access to, or obtains in any way, Confidential Information of the other Party, each Party agrees to use all reasonable means to preserve and protect all Confidential Information obtained, and not to disclose, except as required by applicable law or legal process, any Confidential Information to any third party, person, or entity without the prior written consent of the other Party, both during and after the Term of this Agreement. However, “Confidential Information” does not apply to any information already publicly known, discovered, or created independent of any involvement with the other Party or otherwise learned through legitimate means other than from such Party. Each Party shall take such actions as may be necessary to ensure that its employees and agents are bound by, and comply with, all the provisions of this Agreement. Each Party shall be fully responsible for all damages stemming from a material breach of this duty.
Non-Solicitation. Neither Party shall directly solicit, hire or engage any employees of the other Party. The parties acknowledge that the employees of each Party represent a significant investment in recruitment and training, the loss of which would be detrimental to that Party’s current and future business and profits. The Parties further recognize that determining the damages in the event of a breach of this provision can be very difficult, and therefore agree that, if a Party breaches this provision by directly soliciting personnel of the other Party, then the offending Party shall pay the other Party damages for the breach (exclusive of any other remedy provided herein) of an amount equal to one year’s compensation at the rate the personnel was being paid. This shall be the full measure of damages for breach of this provision. This clause shall terminate one year after the termination of this Agreement.
Warranties; Limitation of Liability.
WARRANTY. Shed Paper warrants that the Services will meet the requirements set forth in the Service Level Agreement. Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 10(a) will be as set forth in the Service Level Agreement.
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10(a), SHED PAPER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10(a), SHED PAPER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. SHED PAPER FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. SHED PAPER FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHED PAPER OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
LIMITATION OF LIABILITY. Shed Paper’s aggregate liability arising from or relating to this Agreement (including any applicable SOW), the Services, maintenance, support or other services regardless of the form of action or claim (e.g., contract, warranty, tort, malpractice, and/or otherwise) will in no event exceed an amount equal to the total Fees received by Shed Paper under this Agreement. Shed Paper will not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if Shed Paper has been advised of the possibility of such damages. Shed Paper is not responsible for lost profits or revenue, loss of use of licensed software or other programs, loss of data, costs of recreating lost data, the cost of any substitute equipment or program, or claims by any party other than Client, except as otherwise specifically provided for in this Agreement.
Indemnification.
Client shall indemnify, defend and hold Shed Paper harmless from any costs or liabilities (including reasonable attorneys’ fees) arising from or related to this Agreement and/or or any third-party claim or action, including, without limitation, a governmental agency, brought against Shed Paper arising from allegations that i) the Client Materials infringe any patent, copyright or other proprietary right of any third party, or ii) the negligent failure of Client to substantially comply with an applicable FDA or other governmental requirements. If the Client Materials or any portion thereof becomes the subject of an infringement claim, in addition to the indemnification obligations herein, Client shall, at Client’s sole cost and expense immediately replace or modify the Client Materials or any portion thereof, with a version that is non-infringing.
In claiming any indemnification hereunder, Shed Paper shall: (1) provide Client with prompt written notice of any claim that it believes calls for indemnification under this Agreement; (2) grant Client sole control of the defense and all related settlement negotiations, provided that no settlement will be entered into which requires any payment or expenditure by Shed Paper without its consent, and (3) provide Client with the assistance, information and authority necessary to perform the above. Shed Paper may, at its option and expense, be represented by separate counsel in any such action.
Term and Termination.
Term. The term of this Agreement shall commence as of the Effective Date and continue until the earlier of (i) termination in accordance with its terms or (ii) the date that is two (2) years thereafter, (the “Term”)[;provided that if the term of any SOW extends beyond the termination or expiration date of this Agreement, the applicable terms and conditions of this Agreement will extend automatically for such SOW until such SOW’s termination or expiration date].
Termination. Either Party may terminate this Agreement or any SOW immediately and without penalty to such Party upon written notice to the other Party in the event of a material breach by the other Party of any provision of this Agreement or an SOW, as applicable, that remains uncured thirty (30) days after the breaching Party received notice of the applicable breach; provided, the termination or expiration of this Agreement or any applicable SOW shall not affect Client’s payment obligations hereunder up to the date of termination or expiration. For the avoidance of doubt, the bankruptcy or insolvency of a Party shall be deemed a material breach by such Party.
Post Termination.
In the event of termination of this Agreement or relevant SOW for any reason, Shed Paper may, at Client’s written request and Shed Paper’s written confirmation, continue providing the Services (or any part thereof requested by Client) for a period of up to ninety (90) days from the effective date of termination (“Post-Termination Services”). The Post-Termination Services will be provided at rates consistent with the rates Client paid for such services as of the date of termination.
In addition and without limiting the foregoing, from the date of notice of termination, if any, by either Party and through the date that is ninety (90) days after the date of termination, Shed Paper may provide any transition assistance reasonably requested by Client to transition the Services to Client or a third party designee(s) (“Post-Termination Transition Assistance”) at rates mutually agreed upon by the Parties. All transition costs including those associated with the Post-Termination Transition Assistance shall be borne by Client.
The terms of this Agreement, including any applicable SOW, will continue to apply to all Post-Termination Services and Post-Termination Transition Assistance notwithstanding the termination of this Agreement or applicable SOW.
It shall be Client’s sole responsibility to ensure compliance with any applicable law or current or future regulatory requirements with respect to the eIFUs.
Governing Law; Disputes. This Agreement and any applicable SOW shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to principles of conflicts of law. All disputes relating, directly or indirectly, to this Agreement in any way, will be submitted exclusively to, and decided exclusively in, a confidential arbitration under the rules of JAMS in Riverside County, State of California. The arbitrability of this provision shall be solely determined by JAMS. In the event that any Party seeks relief under this Agreement in any venue other than through JAMS (including, but not limited, federal or state court), then the complaining Party shall pay all of the costs, fees (including attorneys’ fees), and expenses of the responding Party. Each Party shall pay its own proportionate share of arbitrator fees and expenses. The Parties each waive the right to seek any consequential, indirect, incidental, and punitive damages and the arbitrator shall have no authority to award such damages. The sole monetary remedy of each party in the event of any breach hereunder shall be a demand for arbitration seeking the recovery of monetary damages actually suffered. The Parties waive their right to a jury trial. The Parties further waive any right of appeal. In the event that either files any claim against any shareholder, employee, officer, director, member, manager, representative, principal, affiliate or agent of the other Party, then the Parties hereby agree that any such claims shall also be subject to this dispute resolution section. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed by the Parties with respect to this Agreement and the transactions contemplated hereby.
Assignment. Neither Party may assign this Agreement or an applicable SOW, by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Shed Paper may, without obtaining the prior written consent of the Client, assign this Agreement, including any applicable SOW, and the rights and obligations hereunder (i) to an affiliate, (ii) in connection with the disposition of all or substantially all of the business and assets of Shed Paper, or (iii) in connection with a merger or corporate reorganization.
Remedies. Each Party shall be entitled to all remedies at law or in equity in enforcing the provisions and terms of this Agreement. The prevailing Party in any arbitration proceeding under this Agreement shall also be entitled to recover its reasonable costs and attorney fees arising out of prosecution or defense of the disputes raised. Where both Parties prevail in one or more disputes under this Agreement, then the Arbitrator(s) shall determine a fair assessment of costs and attorney fees to be paid by either or both Parties.
Injunctive Relief. The Parties acknowledge that any material breach by the other Party of any key provision in this Agreement, and more particularly a breach, or threatened breach, of the confidentiality and non-compete provisions, will give rise to irreparable injury to the other Party inadequately compensable in monetary damages alone. Accordingly, each Party stipulates and agrees that the non-breaching Party may seek and obtain preliminary and/or permanent injunctive relief against the offending Party for any such breach, or threatened breach, and without the necessity of posting bond. Such relief will be in addition to any other legal or equitable remedies which may be available to non-breaching Party.
Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, civil disorder, terrorism, governmental action, labor conditions, pandemics (including the COVID-19 global pandemic), quarantines, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
Waiver. The waiver by either Party of any default, breach, or obligation hereunder shall be ineffective unless in writing, and shall not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance shall constitute a waiver of the right in the future.
Independent Contractor. The Parties to this Agreement are independent contractors, and there is no relationship of agency, partnership, joint venture, employment or franchise between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.
Headings. The section headings contained in the Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Severability. If any term or provision of this Agreement is held invalid or unenforceable by the Arbitrator(s) or a court of competent jurisdiction, such term shall be severed, and the remaining terms of this Agreement shall be interpreted in such a way as to give maximum validity and enforceability to this Agreement.
Entire Agreement. This Agreement and each SOW sets forth the entire agreement between the Parties on this subject and supersedes all prior communications, negotiations, understandings, and agreements between the Parties concerning the subject matter. No amendment or modification of this Agreement, including any SOW, Change Order, PO/Quote, or Local Agreement, shall be made unless agreed to in writing and signed by both Parties.
Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the addresses set forth in the signature line of this Agreement or delivered in person. The notices shall be deemed to have been given upon: (a) the date actually delivered in person; (b) the day after the date sent by overnight courier; or (c) three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email.
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement via facsimile, portable document format (.pdf), DocuSign, or other electronic transmission shall be as effective as delivery of a manually-signed counterpart of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date of Purchase.
EXHIBIT A
Fee Structure
Self Directed eIFU publishing
Initial Website Set up
No cost
Initial online Publishing
$990/document
Change Requests
$990/request
Monthly Hosting Subscription
$29.99/Month
Standard eIFU publishing process
Initial Website Set up
$550 per site
Initial online Publishing
$1200/document
Change Requests
$1200/request
Monthly Hosting Subscription
$49.99/Month
Custom project Engineering/support staff rate (if required)
$275/hr
EXHIBIT D
SERVICE LEVEL AGREEMENT
Shed Paper will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage (defined below) of at least 99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Subscription Services do not meet the Service Commitment, Client will be eligible to receive a Service Credit as described below.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Subscription Services, as applicable, was
Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from:
Client’s acts or omissions;
a Force Majeure Event; or
regularly-scheduled downtime.
A “Service Credit” is a dollar credit, calculated as set forth below, that Shed Paper may
Service Credits are calculated as a percentage of the total charges paid by Client in accordance with the schedule
Monthly Uptime Percentage Service Credit Percentage
Less than 99% but equal to or greater than 98.0% 1%
Less than 98% but equal to or greater than 95.0% 3%
Less than 95% 5%
Shed Paper will apply any Service Credits only against payments otherwise due from Client. Service Credits will not entitle Client to any refund or other payment from Shed Paper. Unless otherwise provided in the Agreement, Client’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Shed Paper in regard to the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this Service Level
To receive a Service Credit, Client must submit a claim within thirty (30) days of the applicable If the Monthly Uptime Percentage of such request is confirmed by Shed Paper and is less than the Service Commitment, then Shed Paper will issue the Service Credit to Client within thirty (30) days following the date in which the request is confirmed by Shed Paper. Client’s failure to provide the request within thirty (30) days and other information as reasonably requested by Shed Paper will result in Client being ineligible to receive the applicable Service Credit.
