PowerScore Contract for Services

By execution of this Contract for Services, PARTICIPANT accepts participation in RII's PowerScore platform and reporting service (hereinafter referenced as "Service") as hereinafter set forth. This Contract for Services states the terms and conditions under which RII will provide services to PARTICIPANT as set forth in the Service Participation Proposal ("Proposal"), which is made part of and incorporated by reference herein (this entire document is referenced as the "Agreement"). RII and PARTICIPANT agree that the terms of this Agreement shall supersede any other terms and conditions, including those set forth in RII’s PowerScore platform, And may not be amended or modified except by a writing signed by both parties referencing this Agreement.

1. Services Provided. RII agrees to provide the services set forth in this Agreement.
2. Accurate and Complete Data. PARTICIPANT will provide RII with its raw resource consumption, crop canopy area, and crop production data in the current form, via online PowerScore surveys or directly via data transfer. PARTICIPANT agrees to make reasonable efforts to explore the possibility of providing their data electronically (via email or data transfer mechanism) to RII. Data transfer mechanisms can include API integrations and shared drives for transmitting files.
3. PARTICIPANT Certification. PARTICIPANT certifies that all data provided will be accurate and complete in all material respects to the knowledge of PARTICIPANT, that no intentionally inaccurate data will be submitted, and that there will be no intentional omissions of any valid raw data or intentional delay of data transmission. If incomplete data is provided, calculating some key performance indicators may not be possible and analysis reports may be incomplete. Granular data enhances reporting benefits to provide more accurate benchmarks and baselines. Providing optional data can enhance the identification of efficiency opportunities. Providing direct data integration can advance competitive performance reporting and support third-party validated KPIs (Verified PowerScore) to support external reporting and certification programs. Providing data more frequently can offer richer portfolio analysis.
4. Confidentiality. Raw data that is submitted by PARTICIPANT pursuant to this Agreement will be held by RII as confidential, and RII will not disclose PARTICIPANT's raw individual PowerScore record data (facility details including resource consumption, crop canopy area, and crop production data) and metrics from Performance Snapshots (KPIs, YearOver-Year Performance, Facility Rankings) to third parties, including RII members. When RII analyzes PowerScore KPI trends for market research like The Benchmark that may be released for members or externally published, performance metrics of crop-specific Ranked Data Sets are analyzed in aggregate. When RII members use PowerScore to analyze crop-specific Ranked Data Sets, PARTICIPANT's raw individual PowerScore record data will only be shared with information which might directly or indirectly identify PARTICIPANT redacted, including PARTICIPANT's name and address, and with PARTICIPANT's prior written approval. Additionally, both parties agree that each will maintain in confidence, and will cause its directors, officers, employees, agents, and advisors to maintain in confidence, any raw data or other information obtained in confidence from the other, whether written, oral or otherwise, in connection with this Agreement, unless such information (a) is already known by the receiving party or by others not bound by a duty of confidentiality or such information becomes publicly available through no fault of the receiving party, or (b) the furnishing or use of such information is required by legal proceedings; provided, however, that the receiving party will give the disclosing party notice of such intended disclosure to provide the disclosing party with the opportunity to seek an appropriate protective order. Each party agrees that its obligations provided in this Section are necessary and reasonable in order to protect the disclosing party and its business, and each party expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Section. Accordingly, each party agrees and acknowledges that any such violation may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of this Section or the continuation of any such breach by the receiving party, without the necessity of proving actual damages.
5. Parties' Obligations. RII will receive PARTICIPANT'S raw data, then clean, process, load and store it into its "controlled" SERVICE databases. PARTICIPANT will use commercially reasonable efforts to promptly resolve any questions by RII regarding correctness of data submitted, including providing any missing data elements for each order.
6. Use of Individual Records. RII uses facility KPIs and Performance Snapshots to demonstrate the capabilities of the data analysis platform and establish industry standards for benchmarking. When demonstrating the platform, PARTICIPANT's raw individual PowerScore record data will only be shared with information which might directly or indirectly identify PARTICIPANT redacted. PARTICIPANTS' raw data shall not be available for review on an de-aggregated basis, in any Ranked Data Set or otherwise and whether or not such raw data has been de-identified, without PARTICIPANT's prior written approval.
7. Use of Aggregated Data. RII may aggregate PARTICIPANT's raw data with that of other participant's or other data sources obtained by RII, and RII may use the results of the data aggregation to develop custom reports, forecasts, or other deliverables for any third party, all of which shall involve aggregated data. To avoid all doubt, so long as the aggregation process utilized by RII does not reveal PARTICIPANT'S raw data to any third party, aggregation of raw data does not constitute a breach of confidentiality defined in Section 4 of this Agreement. Reporting granularity will not be performed on aggregate dataset unless there are at least (3) individual records where one facility comprises no more than 70% of production. Based on the number of records in the Ranked Data Set, average benchmarks for KPIs or facility types will be performed only once there is data density.
8. Assumptions. RII's projected completion dates are contingent upon PARTICIPANT providing RII with accurate data, complete data in proper format, and that other participants in SERVICE are also following these requirements. If the projected accuracy or completeness of data or other assumptions prove incorrect, RII, at its election, will be allowed a reasonable extension of time.
9. Deliverables. RII will periodically provide PARTICIPANT access to RII's PowerScore reporting system and other SERVICE deliverables that may be agreed upon by the parties and specified in a subsequent proposal. Information provided to all SERVICE participants and other third parties contain only aggregated data based on preestablished minimum reporting criteria. PARTICIPANT shall have the right to receive and access the information and services described in the Proposal.
10. Deliverables Content. PARTICIPANT'S deliverables are based on the same level of data provided by PARTICIPANT and input into the system. By way of example, but not of limitation, a participant may receive KPIs only if the participant is providing resource consumption information, canopy area, and crop production needed to calculate that KPI.
11. Property of PARTICIPANT. PARTICIPANT at all times owns all its raw data provided to RII for processing.
12. Property of RII. RII will own all right, title and interest in any ideas, concepts, methodologies, processes, records, algorithms, software or other intellectual property (or copyrights in the same) that RII may have previously developed or may develop in the course of performing the services, including the aggregated data. If RII furnishes PARTICIPANT with any software program that contains or comprises intellectual property that is proprietary to RII, PARTICIPANT's use of that intellectual property will be governed by a separate license agreement between PARTICIPANT and RII.
13. Warranty. RII will perform its services for PARTICIPANT in accordance with the commercial standards of the market research industry and will use commercially reasonable efforts to provide accurate reports and any other deliverables. Otherwise, RII makes no warranty, express or implied, as to its services, or their suitability for PARTICIPANT's purposes. RII does not predict or assure any particular substantive results of its services in advance, nor does RII accept any liability for PARTICIPANT's interpretation of reports or of other data furnished to PARTICIPANT by RII. RII will use commercially reasonable efforts to meet project deadlines, but it does not guarantee meeting those deadlines. In addition, RII's obligation to timely perform its work will be excused to the extent that its efforts are impeded by events beyond its reasonable control, including without limitation any delay on the part of PARTICIPANT, or other Service participants, in furnishing RII with necessary data, and any unanticipated computer dysfunction.
    13.1. EXCEPT FOR THE WARRANTIES STATED ABOVE, RII EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RII DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY RII PRODUCT OR INFORMATION CONTAINED IN ANY RII REPORT WILL MEET PARTICIPANT'S REQUIREMENTS, OR THAT THE OPERATION OF ANY RII PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED.
14. Use of Parties' Names. PARTICIPANT will obtain RII's written consent before using RII's name in any advertisement, any public statement or any of PARTICIPANT'S published or widely distributed literature when attributing to RII the results of RII's deliverables. RII will obtain PARTICIPANT's written consent before using PARTICIPANT's name in any advertisement, any public statement or any of RII's published or widely distributed literature.
15. Use of PARTICIPANT'S Data. PARTICIPANT will indemnify RII and will hold RII harmless from and against any claims, liabilities, damages or costs (including reasonable attorneys' fees) arising out of or in connection with any claim that is made against RII regarding the PARTICIPANT's furnished data.
16. Government Reporting & Benchmarking. Where resource reporting is required by governments, or voluntary resource benchmarking is sponsored by governments, and where jurisdictions specify PowerScore and contract with RII (e.g., cannabis cultivation in Colorado, New York, Massachusetts, Mendocino County), select information from jurisdiction-specific surveys may be shared with the contracting government agency. In the interest of protecting PARTICIPANT data from becoming publicly available, identifiable information, such as name and address, will be omitted from records transferred to government agencies, unless authorized by the PARTICIPANT.
17. Fees and Payment. PARTICIPANT will pay RII fees for the services rendered by RII in accordance either the Membership Agreement or Consulting Contract. PARTICIPANT will be invoiced annually for membership and monthly for consulting, in US Dollars, based on applicable pricing as detailed in the Proposal. PARTICIPANT is responsible for any applicable federal, state and local taxes. All invoices will have Net 30 terms. If unpaid after thirty (30) days, a one and one half percent (1.5%) late charge may be added per month. If invoices are past due sixty (60) days or more, all work may cease and access to Service information may be denied until account is current.
18. Term and Termination. This Agreement shall be effective for the initial term as indicated in the Proposal and shall automatically renew for one-year periods unless either party delivers a written notice of termination 60 days prior to a termination date, or, with respect to PARTICIPANT, at any time on 30 days prior written notice. RII will provide a reminder to PARTICIPANT 90 days prior to the termination date. If PARTICIPANT elects to terminate the Agreement, PARTICIPANT may request that RII return or destroy all historical and raw data in the SERVICE database, which RII shall certify has occurred within 30 days. For the avoidance of doubt, the foregoing shall not apply to PARTICIPANT's information which has been aggregated and published as part of publicly available benchmarking reports.
19. Parties Bound. This Agreement is binding upon and inures to the benefit of each of the parties who have made this Agreement. This Agreement may not be assigned by a party without the express written consent of the other party, which consent shall not be unreasonably withheld.
20. Legal Construction. In the event of a conflict in the terms of the Proposal and the terms of the numbered paragraphs contained in the body of this Agreement, the terms of the Proposal shall control.
21. Limitation of Liability. Except for breaches of confidentiality, the liability of RII and/or PARTICIPANT is limited to the total compensation for the Services provided under this Agreement. Neither Party shall be liable to the other Party for special, incidental, consequential or punitive damages of any nature, for any reason, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if the other Party has been warned of the possibility of such damages. All remedies, including, without limitation, the termination of this Agreement and all of the remedies provided by law shall be deemed cumulative and not exclusive; provided, however, the foregoing limitation of liability shall not preclude either party from seeking equitable relief in the event of default by the other party hereunder under the terms of this Agreement.
22. Severability. If any portion of these terms is deemed by a court of competent jurisdiction to be invalid or unenforceable, the other portions of these terms will nevertheless remain binding and enforceable.
23. Integration Clause. This Agreement, including the Proposal and any written, mutually agreed upon subsequent attachments, constitutes the sole, complete, final and only agreement of the parties related to the subject matter of this Agreement and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter of this Agreement. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the parties.
24. Choice of Law. This Agreement will be construed as having been executed as a contract made in the State of Oregon. All rights and obligations of the parties shall be governed by, enforced under and interpreted in accordance with the substantive law of the State of Oregon without regard to its principles of conflicts of law. It is expressly agreed that the International Contracts for the sale of Goods (CISG) shall not be applied in interpreting any claim or controversy that might arise under this Agreement.

Intending to be legally bound, the PARTICIPANT acknowledges the binding legal commitment of this Agreement by checking the box below.