These Terms & Conditions (the “Terms”) along with the Quote(s), Proposal(s), and/or Statement(s) of Work other than those relating to hosting (each, a “Work Order”) between you or the company or organization which you represent (“you” or “Company”) and Lone Fir Consulting, LLC d/b/a Lone Fir Creative (“we”, “us” or “Consultant”) form an agreement between you and us, and are collectively referred to herein as the “Agreement.”

Invoices. Unless otherwise specified in the applicable Work Order or Proposal: (a) Invoices are due to the agency within 15-days (NET15) of receipt; (b) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if such rate is lower) calculated and applied daily based on a 365-day year, and (c) all deposits and advance payments are nonrefundable. The client explicitly agrees that the agency may email invoices to the provided email address and such invoices shall be deemed received by the client if the said email is not returned as “undeliverable”. Invoice reminders will be sent weekly if the client fails to pay the invoice, the agency's legal team will be notified and the client will be responsible for all attorney fees incurred. 

Payment. If there are additional deliverables requested outside of the scope of this agreement, the agency will provide an estimate for approval to the client. The agency's billable hourly rate at $150/hour will be applied.

Delays. In the case of any unreasonable or persistent delays, the Consultant reserves the right to pause the project and invoice for services rendered through the pause date based on the Consultant’s hourly rate of $150.00 (not to exceed the total amount of the Fee). The consultant will reschedule the project when the Company is ready to recommence, for a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Work Order will be prepared.

Termination. Either party may terminate the applicable Work Order if the other party fails to perform any material obligations; provided that, if such failure is curable, the non-breaching party must give the breaching party written notice and at least ten days to cure, and may only terminate if the breach is not cured within the cure period.

Ownership. All deliverables and work products shall be deemed “work made for hire.” Upon full payment of all amounts due, the Agency shall irrevocably assign, convey, and sell to Client all right, title, and interest in the deliverables and any intellectual property rights relating thereto. 

Recognition of Relationship. This work order, statement of work grants the agency right to acknowledge in public materials (such as the agency website and on basic agency marketing collateral) that the other party to this statement of work is, or has been in the past, a “client” or “project client” of the agency. Use of Client’s logo, upon confirmation that the logo is approved and current, is also granted.

Confidentiality. Each party to this SOW (“Receiving Party”) agrees to maintain the confidentiality of all Confidential Information supplied by the other party (“Disclosing Party”). The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except on a "need to know" basis to such of its employees, agents, or advisors who have a legitimate business purpose in connection with the subject matter of this SOW. For purposes of this SOW, "Confidential Information" means all information of any kind, regardless of the form or medium, that it is obtained from, through, or delivered by or on behalf of the Disclosing Party or its related parties hereunder or that otherwise concerns the Disclosing Party’s business (which Confidential Information shall include the terms of this SOW) and/or any information regarding the executives, officers, directors or investors in the Disclosing Party. As between the Disclosing Party and the Receiving Party, all Confidential Information shall be the property of the Disclosing Party, and the Receiving Party shall have no right, title, or interest in such Confidential Information or any intellectual property or similar rights relating thereto. The Receiving Party shall not under any circumstances use, or disclose to third parties, any personally identifiable information or data of any other person that is included within or derived from Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include the following: (i) was in the public domain at the time it was disclosed by the Disclosing Party or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, (iii) is disclosed with the prior written consent of the Disclosing Party; and (iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party who had a right to disclose such information on an unrestricted basis.