GENERAL TERMS AND CONDITIONS

THESE GENERAL TERMS AND CONDITIONS, effective April 1st, 2021, (the “General Terms”) are between Oregon Care Home Consulting, LLC (the “Company”) and the Client. Each of the Client and the Company is, individually, a “Party”, and, collectively, the “Parties”. THESE GENERAL TERMS AND CONDITIONS FOR TRAINING SERVICES shall apply to all of the Company’s training services whether proposed or provided, whether fully or partially delivered to the Client.

1. DEFINITIONS. Unless defined otherwise herein, the terms in this agreement shall have the meaning ascribed to them in this Section 1: “Client” means the Individual, partnership, or entity registering for training. “Confidential Information” means any information related to training content, the Scope of Services or Compensation and information about the Client, the Client’s Facility, the Client’s financial information. The Confidential Information ceases to be Confidential Information if and when it is, or becomes: (1) generally available to the public other than as a result of an unauthorized disclosure under the terms of this Agreement; (2) has been independently disclosed or disseminated by others without violating the terms of this Agreement or the legal rights of any party; or, (3) otherwise enters the public domain through lawful means. “Compensation” means the amount, currency, structure, and method of payment from the Client to the Company for training. “Project” means any agreement, in whatever form, reached between the Company and the Client pursuant to which the Company agrees to render training services to the Client in exchange for a fee.

“Subcontractor” means either an affiliate, subsidiary, employee or independent contractor of the Company respectively, which is qualified to perform the applicable services as contemplated by the Service Agreement. "Trade Secrets" means the whole or any portion or phase of any information, including a drawing, cost data, formula, pattern, compilation, program, device, method, technique or process, know how or knowledge, including service techniques, development programs, training content and design, and customer relationships belonging to the Company and from which it derives independent economic value, actual or potential, from not being generally known to the public or to other persons and is subject to efforts that are reasonable under the circumstances to retain its secrecy, which the Company has appropriately protected under ORS 646.461 et seq.

2. GENERAL. These General Terms govern the Company’s provision of any services from or on behalf of the Company to the Client. These General Terms and the Service Agreement supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and any and all terms and 2 – OREGON CARE HOME CONSULTING LLC | GENERAL TERMS AND CONDITIONS conditions submitted by the Client. The Company’s failure to object to any terms and conditions set by the Client shall in no circumstance be construed as an acceptance of any of the Client’s terms and conditions nor shall the Company’s commencement of performance or delivery of services be construed as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client confirming an agreement for the Company’s provision of services, as well as acceptance by the Client of any provision of services from the Company constitutes the Client’s unqualified acceptance of these General Terms and Conditions. Whenever the company exercises its discretion pursuant to these General Terms, and those in the Service Agreement, it may rely on its expertise in the field of home care facility management, the project complexity, the availability and ability of its employees, staff, and other independent contractors.

3. PERFORMANCE. The Company shall determine the time, place, and manner in which and by whom (including subcontractors) the training services will be provided, at its discretion. The Company has no authority to bind the Client to contracts or agreements with any third party.

4. SUBCONTRACTORS. The Company may, at its discretion, use the services of Subcontractors in performing Project.

5. FEES AND EXPENSES. The Client shall pay to the Company the Compensation set forth in training registration. Unless otherwise stated in writing, payment shall be due and owing upon the date described on the training site and prior to commencement of the training, Any costs arising from or related to any delays in the completing the training as a result of the Client’s failure to make available any of the information or documentation required under these General Terms, or information which is incomplete or incorrect shall be the Client’s sole responsibility.

6. ENROLLMENT & REFUNDS. Full enrollment fee is due before the first day of the course. If Client notifies Company in writing within four (4) days from the start of the course that Client wishes to withdraw from course, course enrollment fee will be refunded, minus a $45 withdrawal fee to cover the cost of fees paid to by Company by Stripe or PayPal, and to compensate Company for some time and expense in registering and communicating with Client. If Client notifies Company less than four (4) days before the start of course, party will receive refund of 80% of enrollment fee paid. If Client notifies Company within the first two (2) days of the start of the course that he/she wishes to withdraw, Client will receive a refund of 70%. After the course starts, no refunds will be issued, and any refund amount will be solely at the discretion of Company. If Client does not pay the full course enrollment fee by the first day of the course, Company has the right to un-enroll Client from the course with no refund of fees already paid. If it is Company's decision to un-enroll Client due to unforeseen Company circumstances or course cancellation, Company will issue 100% refund of fees paid. 

If Company has any reason to believe Client is having other parties take the course on their behalf or there is any unethical or fraudulent behavior, Client will be immediately removed from the course, will forfeit their full course fee, and the local licensing office (LLA) will be notified. If Client does not log in and start the course by the end of the first day, Company reserves the right to un-enroll Client from the course after reasonable attempts have been made to contact Client, and Company reserves the right to enroll a student on the wait list in Client's place. In this case, Client will be refunded course fee, minus a $75 withdrawal fee. 

Company reserves the right to un-enroll any Client, based on a determination made by Company regarding concerns of fraudulent representation, inability to effectively complete an online course unassisted, lack of complete enrollment fee payment, or any violations of the EQC Student Policies. Company reserves the right to deny enrollment to any person based on a determination by Company that the course will not be a good fit or the student does not demonstrate the ability to complete a fully-online course. This determination shall not be based on any protected class, including race, religion, national origin, age, sex, sexual orientation or gender identity or familial status; however this determination can be based on ability to effectively comprehend and communicate in English, as this is a requirement of the Adult Foster Home Rules [see OAR 411-049-0125 (1)(f)].

If Client does not successfully complete all required course content within the course time frame, or Company determines the Client's level of work is not sufficient to meet the requirements, or if Client discontinues or does not complete course after starting for any reason, Client forfeits their course fee but has the option to register for a next available course with a 20% discount off the course fee. Client can only register for, and attempt Company's course twice in any nine (9) month period. If Client enrolls in the full EQC course (Essentials and AFH Administration) and does not pass the EQC Essentials exam, client can be enrolled in a future Administration course after successful completion of the EQC Essentials exam. If Client does not pass the EQC Essentials exam after the second attempt, as required per Oregon Administrative Rule, Client forfeits their full course fee. 

7. CONFIDENTIALITY. The Company, its employees, and any subcontractors shall keep secret and not disclose any Confidential Information obtained by the Company, its employees, or subcontractors during the performance of the training. Unless it has obtained the Company’s written permission, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Company. The Client shall not disclose any of the Company’s methods and work strategies without the Company’s written permission. The Company shall not violate this Paragraph 7 if it can show, by a preponderance of the evidence, that the information described in this Paragraph 7 was previously a part of the public domain for reasons other than the Company’s disclosure, or it appropriately disclosed the information to a third party or any regulatory authority, court or as otherwise required by law. The Company is permitted to use the Project as material for case studies, instructional scenarios, hypothetical situations, presentations, advertising materials, or other consulting Projects so long as such use does not identify the Client, its employees, subcontractors, or residents.

8. Trade Secrets. The Client agrees that it will, at no time, utilize any Trade Secrets of the Company in a manner adverse to the Company’s interests or disclose such information or secrets to any third Party who the Client knows, or has reason to know, may use the information or secrets in a manner adverse to Company. Client agrees that any and all intellectual property developed as a result of performing the services here under shall not constitute a work for hire, and all rights to any intellectual property shall be exclusive to the Company.

9. Intellectual property and copyright. All content developed by Company or Alyssa Elting McGuire, MA, MPA specifically for these courses is considered intellectual property, and all rights are reserved under Copyright law. This content cannot be copied, distributed, or reused without explicit consent of the copyright holder. This excludes any content developed by the State of Oregon Safety & Oversight (SOQ) program.

10. DISCLAIMER, LIABILITY AND INDEMNIFICATION. THE COMPANY, AND ANY MEMBER, OFFICER, EMPLOYEE, CONTRACTOR OR SUBCONTRACTOR THE COMPANY SELECTS TO PERFORM TRAINING, SHALL NOT BE LIABLE IF THE SERVICES PROVIDED OR THE RESULTS GENERATED BY HIM IN THE PROJECT, DO NOT RESULT IN THE DESIRED OUTCOME FOR THE CLIENT. THE COMPANY IS IN NO WAY A PARTNER, SUBSIDIARY, EMPLOYEE, CONTRACTOR, OR IN ANY OTHER WAY AFFILIATED WITH THE STATE OF OREGON OR ANY AGENCY OF THE STATE OF OREGON. THE COMPANY DOES NOT ISSUE, REVOKE, OR OTHERWISE HAVE ANY ROLE IN THE LICENSING, REGULATIONS, INSPECTION, OR OTHER MONITORING OF ANY CARE FACILITY IN THE STATE OF OREGON. NEITHER THE COMPANY, NOR ANY MEMBER, OFFICER, EMPLOYEE, CONTRACTOR, OR SUBCONTRACTOR THE COMPANY SELECTS TO PERFORM THE PROJECT, SHALL BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION OR DAMAGE OF ANY NATURE (INCLUDING INJURY OR DEATH) INCURRED BY THE CLIENT, ITS EMPLOYEES OR THIRD PARTIES, RESULTING FROM THE USE OF COMPANY SERVICES OR MATERIAL, UNLESS IT CAN BE SHOWN THAT THE WILLFUL MISCONDUCT OF THE COMPANY WAS THE ACTUAL AND PROXIMATE CAUSE OF THE DAMAGE OR LOSS. THE CLIENT SHALL INDEMNIFY THE COMPANY FOR ANY LOSS OR LIABILITY AND DEFEND THE COMPANY FROM ANY NON-PARTY LAWSUIT OR CAUSE OF ACTION ARISING OUT OF THESE GENERAL TERMS OR THE SERVICE AGREEMENT. EXCEPT FOR THE EXPRESS WRITTEN REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THESE GENERAL TERMS OR THE SERVICE AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR OTHERWISE THAT MAY ARISE BY OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW. ALL MATERIALS ARE PROVIDED “AS-IS”. ANY ASSESSMENT AND ANALYSIS OF BEST PRACTICES FOR ADULT CARE HOME MANAGEMENT ARE FOR INFORMATIONAL PURPOSES ONLY, BASED ON INPUT INFORMATION KNOWN AT THE TIME, AND SUBJECT TO CHANGE AS INPUT INFORMATION CHANGES. COMPLIANCE WITH STATE, COUNTY, CITY, AND/OR MUNICIPAL CODE (“APPLICABLE LAWS”) IS ESSENTIAL TO SUCCESSFULLY MANAGING ANY CARE HOME AND THE COMPANY HAS NO ABILITY TO ENFORCE COMPLIANCE WITH ITS ADVICE, USE OF ITS MATERIALS, OR APPLICABLE LAWS. NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY ANALYSIS, MATERIALS, OR ADVICE CREATED, IN WHOLE OR IN PART, BY COMPANY REGARDING ADULT CARE HOME MANAGEMENT, IS NOT INTENDED OR WRITTEN TO BE, AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. FURTHER, COMPANY EXPRESSLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT A CONSULTING PROJECT WILL RESULT IN SUCCESSFULLY OBTAINING A STATE LICENSE. UNDER NO CIRCUMSTANCE, WILL THE COMPANY’S CUMULATIVE LIABILITY EXCEED THE COMPENSATION FOR THE PROJECT. IN ANY EVENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER THAT MAY BE SUFFERED BY THE OTHER PARTY, EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS SERVICE AGREEMENT. IN NO EVENT SHALL COMPANY BE LIABLE OR RESPONSIBLE TO THE CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER UNDER ANY LEGAL THEORY INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS OR LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, THIRD-PARTY CLAIMS, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWEVER CAUSED, EVEN IF COMPANY KNOWS OR SHOULD KNOW, OR HAS BEEN ADVISED, OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION. Company may terminate training offerings without penalty.

12. TERM. Any times or dates the Company sets forth for provision or completion of training are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Project may change 4 – OREGON CARE HOME CONSULTING LLC | GENERAL TERMS AND CONDITIONS during the course of said performance. In no event shall the Company be liable for any delay in providing these services.

13. INDEPENDENT CONTRACTOR. It is the intent of the Parties that nothing in this Agreement be construed to create any form of employer-employee relationship, any partnership, subsidiary, affiliate, or any other joint venture or relationship. Neither the Company nor the Client shall direct the other regarding the method or means by which Contractor shall perform the services contemplated by this Agreement and each Party shall be permitted to act as an independent, for-profit, entity with its own expenses, insurance, equipment, employees and payroll.

14. GOVERNING LAW AND JURISDICTION. All disputes arising from these General Terms or the Service Agreement shall be litigated in Washington County, State of Oregon, Circuit Court, and under the laws of the State of Oregon without giving effect to any conflicts of laws principles. Any matters filed in federal court shall be filed in the United States District Court for the District of Oregon located in Multnomah County, Portland, Oregon.