TERMS OF SERVICE – USER AGREEMENT

THIS AGREEMENT is entered into by and between P3BI LLC (hereinafter referred to as “Intermediary”) and “Client” or “Consultant”. You must agree to and accept all of the terms and conditions contained in this Agreement to use the intermediary services provided by P3BI LLC.

The intermediary runs a website “LearnPowerBI.com”, where Intermediary offers the services of connecting Consultants to Clients for the purpose of completing clients’ selected projects on the request of the client.

The Consultant is an independent consultant offering their technical services to help clients.

The Client is a business owner or representative who has a project that needs to be completed. By requesting and use of these services, Client and Consultant agree to the following terms.

1.      THE INTERMEDIARY

1.1        The Intermediary shall select projects (hereinafter referred to as “Project”) from the submitted projects by clients and match to Consultant for completion by the Consultant.

1.2        The Intermediary may charge a fee for the performance of this service. If this is the case, fees would be agreed upon in a separate agreement between Intermediary and Consultant, or Intermediary and Client. If no separate agreement exists, then Intermediary offers this service for no charge.

1.3        The Intermediary may showcase, at its own discretion, the Consultant on various social platforms in order to promote the services offered and attract potential Clients. The social platforms may include website, YouTube and other social platforms. Consultant may provide a written notice to withdraw from such promotion.

2.      THE CLIENT

2.1        The Client agrees that the Intermediary will not be liable for not assigning the Client's project to a consultant, as assignment under this contract is not guaranteed.

2.2        The intermediary will not be responsible for the quality of the work delivered by the Consultant irrespective or the role played by the Intermediary in the completion of the project.  In the event that the job is not satisfactory, the Intermediary shall not be liable to the Client or anyone else. The Intermediary may take necessary steps toward matching or connecting the Client to another Consultant.

2.3        The Intermediary may contact the Client for additional professional services.

3.      THE CONSULTANT:

3.1            The Consultant agrees that the Intermediary is not bound to assign any or a specific number of project(s) to the Consultant.

4.      CONFIDENTIAL INFORMATION

Client and Consultant may agree to any terms they deem appropriate with respect to confidentiality, and enter into a separate Confidentiality or Non-Disclosure Agreement. If and to the extent that the Client or Consultant do not articulate any different agreement, then they agree that this Section 4 (Confidentiality) applies.

To the extent Client or Consultant provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

The intermediary would not be held responsible in the event of breach of confidentiality on either the Client or Consultant’s part.

5.      CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONSULTANT

If a Client and Consultant decide to work together, they may optionally enter into a formal Service Contract. The Service Contract would be a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract.

You acknowledge, agree, and understand that Intermediary is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Intermediary and any Consultant or a partnership or joint venture between Intermediary and any User.

With respect to any Service Contract, Clients and Consultant may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Intermediary’s rights and obligations under the Terms of Service.

6.      WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Intermediary and Consultant or Client.

Client is solely responsible for and has complete discretion with regard to selection of any Consultant for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Consultant should be engaged as independent contractors or employees of Client and engaging them accordingly; Intermediary will have no input into, or involvement in, worker classification as between Client and Consultant.

7.      MISCELLANEOUS

7.1        Limitation of Liability. The Intermediary shall not be liable to the Client or Consultant for any special, consequential, incidental, punitive, or indirect damages arising from or relating to any breach of this agreement, regardless of any notice of the possibility of such damages.

7.2        Release. The Intermediary is released from all liability to the Client or Consultant arising as a consequence of any excused performance caused by an event of Force Majeure, including, but not limited to, all claims for incidental, special or consequential damages.

7.3        Indemnification. Client or Consultant shall indemnify the Intermediary against any and all damages, loss, liability or expense (including reasonable attorneys' fees and expenses) incurred by Intermediary resulting from breach of the provision(s) of this Agreement by the Client or Consultant or associated with the performance of the services offered herein.

7.4        Arbitration. Any controversy or claim arising out of relating to, the Agreement, or the breach thereof, shall be resolved through binding arbitration by the American Arbitration Association in __Seattle, WA___ under the commercial arbitration rules.  

7.5        Choice of Law. This Agreement shall be governed by the laws of _State of Washington, United States_ without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the __State of Washington, United States__.

7.6        Severability. If any provision herein should, for any reason, be construed by a court of competent jurisdiction to be invalid or unenforceable, all other provisions shall remain in full force and effect and be construed so as to make this Agreement enforceable to the maximum extent allowed by law.