1.0 COPYRIGHT COPYRIGHT: WHITELIGHT DESIGN, Inc. 1992 – 2012 All Rights Reserved.
2.0 TRADEMARK WHITELIGHT DESIGN is a registered Trademark with the U.S.P.T.O. U.S.A.
WhiteLightDesign.com is a working trademark extension of WhiteLight Design, Inc.
WhiteLight Design is a full service industrial design, engineering and new product development firm including invention, patent, 3D CAD drawings, models, prototypes, tooling and manufacturing support services, located in Atlanta / Georgia, U.S.A.
3.0 CONTENT The entire content of this Website is copyrighted by WHITELIGHT DESIGN, Incorporated (WD) as a collective work under copyright laws and international conventions. Any information or software used by WD in connection with the Website and Services WD offers is also protected by applicable intellectual property laws. The copying, reproduction, publication or distribution of any portion or content of this Website is strictly prohibited, unless expressly authorized in writing by WHITELIGHT DESIGN, Inc..
WD is not responsible for, makes no warranty or representation regarding, and will not be liable for, any damages resulting from the products, services, content or any other aspect of any third party or Client information available through this Website. If you decide to use or access any such information, you do so entirely at your own risk.
5.0 MODIFICATIONS TO THE WEB SITE
WD reserves the right to modify or discontinue all or any service or portion of this Website, including any features therein at any time with or without notice to the users. WD shall not be liable to you or related users or any third party should WD exercise such right. Modifications may include, but are not limited to, changes in the available services, pricing structure, the addition of fee-based services or changes to limitations on available services.
The users of this website agree to defend, indemnify and hold WD, its subsidiaries, affiliates, directors, officers, contractors or sub contractors, employees, agents and partners harmless from any claim or demand, including reasonable legal fees and expenses, due to or arising out of your use of the Website and/or the Services, any content you submit, download or transmit through the Website, or your violation of these Terms. This includes, but is not limited to, any claims for violation of any copyright, any claims which cause direct or indirect damage or harm to a third party trademark or other intellectual property rights, or any claim of defamation, slander or libel.
7.0 CONFIDENTIALITY & DISCLOSURE
The users of this website agree that WhiteLight Design, Inc., a corporation of Georgia (“Owner”), located at 2070 Hunters Trail Drive, Lawrenceville, GA 30043-4198 and the user of this web site an individual or corporation (“Recipient”).
WHEREAS, If the (1) Owner and Recipient are considering entering into a business relationship; (2) Owner desires to share with Recipient certain confidential, proprietary, and commercially sensitive information about certain inventions, improvements, devices, and products that the Owner has developed (collectively, “Information”), to allow Recipient to assess the proposed business relationship (“Authorized Purpose”); (3) Owner desires to maintain the confidentiality of the Information and to restrict Recipient’s use of same; and (4) Recipient desires to become acquainted with the Information and agrees to be bound by the terms set forth herein;
THEREFORE, in consideration, the users of this website agree that as the Recipient by the Owner and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
7.1.1 Confidentiality; Restriction on Use. Recipient shall maintain all Information in strict confidence and prevent disclosure of same, in whole or in part, to any persons or entities. Recipient shall be entitled to disclose Information to Recipient’s employees, associates and sub-contractor consultants who need to know Information for the Authorized Purpose; provided, however, that any such party is bound in writing by confidentiality obligations to Recipient. Recipient shall not, either directly or indirectly, or by means of any corporate or other device, use Information other than for the Authorized Purpose, or permit others to use Information, without the prior written consent of Owner. Recipient agrees to be responsible for the actions of any parties who become acquainted with the Information through Recipient, even if any such party subsequently discontinues its employment or other relationship with Recipient.
7.1.2. Term The parties agree that Recipient’s obligations hereunder shall apply to Information for a period of two (2) years from the date of disclosure to Recipient; provided, however, that for any Information constituting a “trade secret” as defined in O.C.G.A. § 10-1-761(4), as now in force or hereafter amended, such obligations shall continue to apply to such Information for so long beyond such two(2) year period as such Information continues to constitute a trade secret as so defined.
7.1.3. Exclusions Notwithstanding anything to the contrary herein, Recipient shall have no obligation (pursuant to this Agreement or otherwise) with respect to any Information which: (a) is already known to Recipient without any confidentiality undertaking (as evidenced by reasonable supporting documentation in existence as of the date of this Agreement); (b) is or becomes publicly known through no fault of Recipient; (c) is independently developed by Recipient (as evidenced by reasonable supporting documentation); (d) is approved for release in writing by Owner; (e) is required to be disclosed by law or pursuant to the request of a court or governmental agency; provided, however that Recipient shall provide Owner with at least ten (10) days’ advance written notice of such legal requirement prior to disclosure and assist Owner as requested in obtaining a protective order or other similar relief for such Information; or (f) is rightfully received from a third party having no secrecy or confidentiality obligation to Owner (as evidenced by reasonable supporting documentation).
7.1.4. Designation of Information. The parties hereby agree that, subject to Section 3, all information and data provided by Owner to Recipient pursuant to the use of this website shall be deemed to be Information unless otherwise specifically supplied on a case by case basis. The fact that the parties are considering entering into a business relationship and the content of any negotiations in connection therewith shall also be deemed to be Information.
7.1.5. Return. All documents and other tangible materials embodying Information (including, without limitation, reports and other work product prepared by Owner or Recipient based wholly or partly thereon), irrespective of media, shall be promptly returned to Owner or destroyed by Recipient upon ten (10) days’ notice by Owner. Recipient’s obligations hereunder shall survive any delivery or destruction pursuant to this Section.
7.1.6. Remedies. Recipient acknowledges that, if the qualifications provided in this website have been breached, Owner will suffer irreparable harm and that monetary damages alone will be an insufficient remedy. Recipient therefore agrees that, in the event of actual or threatened breach of this Agreement by it, Owner shall be entitled to an injunction and other equitable relief including, without limitation, an equitable accounting of earnings, profits, and other benefits, from a court of competent jurisdiction, as well as reimbursement for any attorneys’ fees or other costs incurred by Owner in obtaining such relief.
7.1.7. Notices. All notices pursuant to the use of this website shall be made via electronic mail (E-Mail). facsimile transmission, certified mail, return receipt requested, or overnight delivery via a commercially respected courier, to the address or number listed below the intended recipient’s signature hereto.
7.1.8. Waiver. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof and any written waiver in one or more instances shall not be deemed to be a further or continuing waiver of such right, power, or privilege. All waivers must be in writing executed by the waiving party.
7.1.9. Dispute Resolution. Subject only to Section 6 and the last sentence of this Section, disputes between the parties arising out of this Agreement shall be determined by binding arbitration under the rules of the American Arbitration Association. The arbitration shall be conducted at the Atlanta, Georgia office of such association by a single arbitrator mutually acceptable to the parties, or, if the parties are unable to agree upon a single arbitrator, by a single arbitrator appointed by such office. Unless the arbitrator awards otherwise, the cost of the arbitration shall be divided and borne equally by the parties. The prevailing party in any such arbitration shall be entitled to reimbursement from the non-prevailing party of the prevailing party’s attorneys’ fees and other costs incurred in connection with such arbitration. The awards of the arbitrator shall be specifically enforceable by a court of competent jurisdiction.
7.1.10. Jurisdiction. In any lawsuit concerning the enforcement of this website, and the services provided, the party against whom such enforcement is sought hereby conclusively agrees that such action may be brought in the courts located in Lawrenceville (City), in the state of Georgia, USA and the jurisdictions in which WD is located. The users of this website submits to the jurisdiction of such courts for such purposes and waives any objections to such courts it may have based upon venue or inconvenient forum.
7.1.11. Miscellaneous. The users of this website agree to these use qualifications and any information provided by WD (a) may be amended or modified only in writing executed by both parties; (b) shall be governed by the laws of the United States and the state of Georgia, without regard to any contrary conflict of laws principles; (c) sets forth the entire understanding of the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties relating to the subject matter hereof; (d) shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns; (e) is severable, such that the invalidity, in whole or in part, of any term or provision of this website and the services it offers shall not affect the validity of any other term or provision of this Agreement; and (f) may not be assigned by a party without the prior written consent of the other party. In the event of any suit or proceeding in which the enforceability of this website use qualifications is in question, the time periods for the restrictions contained herein shall be tolled during such suit or proceeding and, assuming the use qualifications are found to be enforceable, such periods shall resume immediately upon such finding of enforceability. The parties agree in advance to require that all judgments, orders, and other matters be sealed from the public so as to prevent the public disclosure of same, including, without limitation, proceedings relating to Information. WD or the Prospective Client will incur no obligation to purchase the Property or Consulting Design or Engineering Services by use or exchange of such information or Property.,
7.2. WD or the Prospective Client will incur no obligation to purchase the Property or Consulting Design or Engineering Services by use or exchange of such information or Property.,
7.3. WD and the PC agrees and recognizes that any Property which is disclosed may already be available through the public domain and may already have original ownerships. Each party agrees that until a full U.S. and International patent or copyright or application search has been executed, patent or copyright applications may already exist or have been filed. WD or the PC is not responsible for such Property which may already have ownership or be available through the public domain.,
7.4. All materials relating to the Property provided by the Prospective Client to WD will not be returned to the owner except upon request, and the Prospective Client may demand receipt of such delivered Property from WD within 30 Days from date requested. The Prospective Client is responsible or any return shipping or postal costs.,
7.5. The Property included in this website includes: ideas, drawings, designs, patentable and unpatentable inventions, copyrightable, or trademarkable materials and client information including and not limited to engineering sales and marketing materials & methodologies, technical information and trade secrets which are considered Confidential and Proprietary Information and are the Intellectual property of WHITELIGHT DESIGN, Inc. and the Clients the work or image may represent.
8.0 SERVICES & PROPERTY EXPOSURE QUALIFICATIONS & OWNERSHIP
8.1 The Client recognizes that WHITELIGHT DESIGN, Inc.. has a lien on any and all design work services performed directly with any quoted or delivered WD/Client Services Agreement, until the Client has paid the total Services Agreement fees due in full. Once the Client has paid for the services rendered, the Client will retain all rights to design ownership of the work which is the subject of this agreement, free of any liens of WD. If the Client elects to terminate the services agreement prior to completion, once WD has been paid for the services which have been completed, the Client will retain all rights to ownership the completed work. Ownership defined as all common law, statutory and other reserved rights, including the copyright, patent and design registration.
8.2 EmailDisclaimer: We want to work with you and would like to hear from you. But before you send a communication by email or postal delivery or use the expedite information page, please be advised that we do not yet have a working contract agreement or do represent you. Therefore, basic confidentiality – Client privilege does not yet officially apply and you should not send us any information of a confidential nature. If you send us any information, it should be of a general nature only. After general information is exchanged, we must check for any conflicts of interest with our existing clients. If we can be of service to you, and you wish to retain us for design consulting or prototyping services, we highly suggest you use and execute our NDA Non-Disclosure Confidentiality Agreementprior to exposure to intellectual property. Of course, once the NDA is executed by both parties or a working Services Agreement has been signed, all confidentiality privileges will apply. If you have any questions about this notice please call (770) 277 – 7097. Contact your attorney. if you have any questions. Attorney Referral
8.3 The Client recognizes that any drawings, specifications, models, prototypes, samples and other documents prepared by WD or it’s sub-contractors for any project services agreement are instruments of WD’s service for use solely with respect to the outlined “project work” and unless otherwise provided, WD will be deemed the author of these documents and will retain Ownership, subject to the exclusive rights granted to the client pursuant to the Agreement.
8.4 If any work performed by WD is regarded as available for copyright, patent and design registration, WD and it’s associated representatives who contributed to the work will be given due credit as the inventor or co-inventor (if appropriate) of the work as outlined by U.S. and International Patent and Copyright law. So long as the Client is not in default of it’s obligations under the Services Agreement, the Client will be permitted to retain WD’s foregoing Ownership of the design work and related items or documents, for information and reference in connection with the Client’s ownership and use of the Project “Delivered” Work during the term thereof.
9.0 USE QUALIFICATIONS
9.1 Use of this website does not qualify as a services agreement. Such service agreement will be quoted and provided by WD to the Client who must accept, sign and authorize WD to perform such services prior to the execution. WD reserves the right to provide or not provide our quotation services if not enough information is available or the services requested are not appropriate or in line to our business goals.
9.2 By viewing this web site Property, the party agrees that it may not be reproduced or copied in any manner what-so-ever and the party agrees not to divulge, disclose, sell or utilize such Property to any third parties, nor for a party’s own benefit, without written permission from WHITELIGHT DESIGN, Inc.. Unauthorized disclosure or use of this Property in whole or in part may be subject to legal action.
9.3 No property including drawings, photos, images, graphics or related materials or portion of the website may be uploaded or downloaded or copied in any manner what so ever by anyone without the written permission of WhiteLight Design or the copyright owner or persons authorized by the copyright owner.
9.4 Any registered trademarked, trade names, marks or images used by WD in connection with this Website and Services are protected individually by applicable intellectual property laws as defined by the trademark owner. The use, copying, reproduction, publication or distribution of any portion of this Website is strictly prohibited, unless expressly authorized in writing by WHITELIGHT DESIGN, Inc.. and or the Clients authorization of the registered trademark, ownership rights. WD’s use of corporate trademarks like “Coca-Cola”, “Respironics”, “Friedrich”, “Georgia Pacific”, “LXE”, Hunter Fan”, “SharpX”, “Tranquility Quest”, “QCare International, L.L.C..”, “Q103″, “Signature Solutions Incorporated”, “Ryobi”, “Ergotar” ,”Woodstream”, “Victor Pest”, “Wal-Mart”, “Lowe’s” are used as a direct result of WD or Mr. Willis Whiteside providing design or engineering services to the Client and are used only to represent the business link and the delivered work.
9.5 The Prospective Client or user of the website agrees that the remedies of law for breach of any covenant contained in this Agreement may be inadequate and that the WD or the Perspective Client may be entitled to an injunction or monetary relief for any breach of use of this web site and its associated Information and Property. Nothing contained herein shall be construed as limiting the disclosing parties right to any other remedies at law, including the discover of damages for breach of use of this website.