READ CAREFULLY – THIS AFFECTS YOUR LEGAL RIGHTS
In exchange for participation in any activity associated with The Low-D Corporation and/or use of or presence on any property, facilities, services, equipment and supplies associated with The Low-D Corporation, I agree for myself and (if applicable) for the members of my family or my party, to the following:
1. I and (if applicable) my family or my party agree to observe and obey all posted rules and warnings, and further agree to follow any oral instructions or directions given by The Low-D Corporation, or the employees, representatives or agents of The Low-D Corporation.
2. I recognize that there are certain inherent risks associated with any activity and any usage of or presence on any property, facilities, services, equipment and supplies, and I assume full responsibility for personal injury to myself and (if applicable) to the members of my family or my party, and further release and discharge The Low-D Corporation, or the employees, representatives or agents of The Low-D Corporation for injury, loss or damage arising out of my or my family’s or my party’s participation in any activity or use of or presence upon any property, facilities, services, equipment and supplies associated with The Low-D Corporation, whether caused by the fault of myself, my family, my party, The Low-D Corporation or other third parties.
3. I agree to indemnify and defend The Low-D Corporation, and the employees, representatives or agents of The Low-D Corporation against all claims, causes of action, damages, judgments, costs or expenses, including attorney fees and other litigation costs, which may in any way arise from my, my family’s or my party’s participation in any activity or use of or presence upon any property, facilities, services, equipment and supplies associated with The Low-D Corporation.
4. I agree to pay for all damages to any person, property, facility, service, equipment and supplies associated with The Low-D Corporation caused by my or my family’s or my party’s negligent, reckless or willful actions.
5. Any legal or equitable claim that may arise from participation in any activity or use of or presence upon any property, facilities, services, equipment and supplies associated with The Low-D Corporation shall be resolved under United States law.
Employment (Employee / Contractor / Subcontractor / Freelancer / Individual) Agreement
An Employee / Contractor / Subcontractor / Freelancer / Individual will perform services for The Low-D Corporation which may require The Low-D Corporation to disclose confidential and proprietary information (“Confidential Information”) to An Employee / Contractor / Subcontractor / Freelancer / Individual. (Confidential Information is any information of any kind, nature, or description concerning any matters affecting or relating to Employee’s services for The Low-D Corporation, the business or operations of The Low-D Corporation, and/or the products, drawings, plans, processes, or other data of The Low-D Corporation). Accordingly, to protect The Low-D Corporation Confidential Information that will be disclosed to An Employee / Contractor / Subcontractor / Freelancer /Individual, An Employee / Contractor / Subcontractor / Freelancer / Individual agrees as follows.
A. An Employee / Contractor / Subcontractor / Freelancer / Individual will hold the Confidential Information received from The Low-D Corporation in strict confidence and shall exercise a reasonable degree of care to prevent disclosure to others.
B. An Employee / Contractor / Subcontractor / Freelancer / Individual will not disclose or divulge either directly or indirectly the Confidential Information to others unless first authorized to do so in writing by The Low-D Corporation.
C. An Employee / Contractor / Subcontractor / Freelancer / Individual will not reproduce the Confidential Information nor use this information commercially or for any purpose other than the performance of his/her duties for The Low-D Corporation.
D. An Employee / Contractor / Subcontractor / Freelancer / Individual will, upon the request or upon termination of his/her relationship with The Low-D Corporation, deliver to The Low-D Corporation any drawings, notes, documents, equipment, and materials received from The Low-D Corporation or originating from its activities for The Low-D Corporation.
E. The Low-D Corporation shall have the sole right to determine the treatment of any information that is part or project specific received from An Employee / Contractor / Subcontractor / Freelancer / Individual, including the right to keep the same as a trade secret, to use and disclose the same without prior patent applications, to file copyright registrations in its own name or to follow any other procedure as The Low-D Corporation may deem appropriate.
F. The Low-D Corporation reserves the right to take disciplinary action, up to and including termination for violations of this agreement.
“Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
(1) Immunity — An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that — (A) is made — (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit — An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual — (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret,except pursuant to court order.”
An Employee / Contractor / Subcontractor / Freelancer / Individual represents and warrants that it is not under any preexisting obligations inconsistent with the provisions of this Agreement.
Definition of Terms Used in this Document
The word or term “project” refers to any task that a client has contracted us to do for them. The words or terms “us” and “we” and “our” refer to Low-D Productions & Services, which is a department of The Low-D Corporation.
Any production, task or service that can be completed over time is considered a project. Some projects can be “ongoing”, for example, website maintenance to be done once a week until notice of cancellation. A completed and fully funded project becomes the sole property of the client. A completed project does not include research or training materials necessary for completion unless supplied by the client. A completed project does not include hardware, software, data, or work space, used to complete the project unless supplied by the client. A completed project does not include the project files used to author the completed project.
Common knowledge, public domain, reference, and open source data and information may be used to complete a project. Prospective clients need to see samples of the work we do, so we may use anonymous descriptions and/or pictures of projects that we have completed for you as samples for others to see.
All project instructions, details, dimensions, or specifications to be supplied by the client need to be made available to us before we start production or fulfillment of the project. All project instructions, details, dimensions, or specifications not supplied by the client will be provided by us via project planning contract or consult, or by the client giving us partial or full creative control of their project. If the client needs to change or add instructions, details, or specifications for a project that is already in process or completed, additional funding may be required.
Project Planning Contract or Consult
Project instructions, details, or specifications provided by us via project planning contract or consult will be approved by the client prior to production or fulfillment of the project. Any changes or additions to the approved project plan of a project that is already in process or completed may require additional funding. Project planning contract or consult fees are not refundable after the service has been provided.
A client may confirm that they are giving us full creative control of any missing project details by stating to us that they do not wish to provide any further details for the project, OR by refusing to, neglecting to, or deciding not to, supply project details that we have requested from them. Any project details that we have been given creative control of may be implemented into the completed project without further approval from the client. If the client wants to take back creative control of a project detail that was previously under our control and already implemented into their project, additional funding may be required.
Estimates are based on how many man hours it will likely take to complete a project. An estimate is a “best guess” not a guarantee. Depending on the project and any additional client instructions added to the project, or any unforeseen extra tasks needed to complete the project, the estimate may need to be adjusted in process. When a project cannot be completed within a reasonable time variation of the original estimate, work on the project will stop until the client can be notified unless the client has specified otherwise.
Project Rates, Quotes, Fees, & Rush
We charge by the hour so you only pay for what you need! Our rates fluctuate depending on the type of production and/or service provided, and our current work load. Your quoted hourly rate will remain in effect until your project is completed. Some projects or services such as project planning contract or consult, may be completed for a “flat fee” at our discretion. Rush priority projects will require a surcharge based on the size of the project and paid in advance.
All projects need to be fully funded based on the quoted hourly rate and the number of man hours provided by us, even if the number of hours provided is more then the estimated number of hours, before the client claims ownership of the work we provided. Some projects will require a deposit before man hours are provided. Ongoing projects will be charged or billed at a regular time interval agreed upon by both the client and us. Some projects may be billed on completion at our discretion.
Hourly rate payments are refundable for unused man hours only. Flat fee payments and rush priority surcharges are not refundable after work has begun on the project. Transaction fees are not refundable. All refunds paid will be minus any transaction fees.
All time spent working toward the completion of a project will count as man hours spent on that project. Two persons working on the same project at the same time for one hour will count as two man hours spent on that project. Providing creative or design ideas will count as man hours spent on a project. Providing research or training will count as man hours spent on a project. Providing technical support will count as man hours spent on a project. The testing, adjusting, re-testing, and approval process will count as man hours spent on a project. Any time spent traveling to meet with clients or to a project site will count as man hours spent on a project. Any time spent consulting with a client or communicating with a client or trying to connect with a client will count as man hours spent on that client’s current or future project/s.
Standard Priority projects are completed in the order they are received and there will typically be between 1 and 20 projects ahead of yours depending on when you finalize the placement of your project order. Rush Priority projects do not have to wait in line and require a surcharge paid in advance. Low Priority projects do not receive any production time until all other projects are completed and we have spare man hours.
We will work with you to schedule and re-schedule appointments as necessary for your convenience. If you cannot make it to your appointment you must notify us at least 24 hours prior to the scheduled appointment or you may be charged 50% of the agreed price for the scheduled service. For all scheduled services, project funding must be arranged at least 24 hours prior to the scheduled start time of the service. Service projects that do not require an appointment or a schedule will be provided in the order they were received or within the agreed time frame. Rush Priority is available for service projects that do not require an appointment or a schedule and require a surcharge paid in advance.
Projects that involve original data and/or file production that will be owned exclusively by the client should be tested and approved by the client before the project is completed. If the client requests automatic approval and shipping without testing, the project will be considered approved by the client at our sole discretion and shipped. Any additional work to be done on a previously completed project will require additional project order placement. If a tested, approved, and completed project is found to have a defect, we will fix the defect without additional funding. Client preference changes or project planning changes do not count as defects. If a project cannot be tested prior to completion we will work with the client to achieve the desired results.
A completed and fully funded project becomes the sole property of the client. We will not store, keep, or distribute any part or whole of a completed project unless contracted by the client to do so. In the case of an unpaid bill or an under funded project, and after a reasonable amount of time has been given to make payment arrangements, we may claim ownership of the unpaid or under funded project and use the completed project in any way necessary to cover losses and/or gain profits. Project ownership does not apply to training and/or support only projects.
A project may be marked as abandoned only after we send at least three reminders over a time period of at least thirty days and receive no reply or further instruction from the client. Reminders will be sent to all contact methods we have on file for the client that initiated our involvement on the project. Projects can be marked as abandoned during any stage of planning or fulfillment. Once a project is marked as abandoned we may use any aspect or equity of the project in any way we see fit to pay for or profit from man hours we have spent on the project. There are no refunds of any kind for projects marked as abandoned.
Projects For Sale
Every so often, a partially completed or fully completed project is abandoned, either by unforeseen circumstances or by client choice. When this happens, we may put the abandoned project up for sale to the general public. We may also sell copies of shared/public files and/or projects. Original one of a kind projects will only be sold once, we do not keep a copy, leaving the buyer as the sole owner of 100% of the project equity. Project and file copies may be sold as many times as we like. There are no refunds of any kind for these purchases once we have sent out the files.
Project Data Storage
For security reasons we do not keep copies of completed project packages or the project files used to author completed projects indefinitely unless contracted to do so by the client. Before we delete project files from our archives, we will make an effort to contact the client and offer a long term storage arrangement of both the completed projects and the project authoring files so that the client may have us send copies of completed projects to them, or do additional work on these projects, or use these files to save time on new projects, in the future. If we do not get a response from the client within a reasonable amount of time, or if we cannot reach the client, we will assume the client is not interested in storing the project files in question and these files will be deleted from our archives. If you contract us to store copies of project files be aware that we cannot guarantee protection from theft, fire, equipment malfunction, staff death, or natural disaster.
Hardware & Software Support Disclaimer
We cannot be held responsible for failing, broken, or defective hardware and/or software unless the hardware and/or software in question was manufactured in its entirety by us.
All projects are confidential and will only be discussed by us with necessary personnel and the client.
These terms may be amended or updated at any time with or without notice as determined necessary by us.
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on The Low-D Corporation’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on The Low-D Corporation’s web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by The Low-D Corporation at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on The Low-D Corporation’s web site are provided “as is”. The Low-D Corporation makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, The Low-D Corporation does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall The Low-D Corporation or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on The Low-D Corporation’s Internet site, even if The Low-D Corporation or a The Low-D Corporation authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on The Low-D Corporation’s web site could include technical, typographical, or photographic errors. The Low-D Corporation does not warrant that any of the materials on its web site are accurate, complete, or current. The Low-D Corporation may make changes to the materials contained on its web site at any time without notice. The Low-D Corporation does not, however, make any commitment to update the materials.
The Low-D Corporation has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by The Low-D Corporation of the site. Use of any such linked web site is at the user’s own risk.
8. Governing Law
Any claim relating to The Low-D Corporation’s web site shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.