Terms of Service and Guidelines for Drafting a Project-Specific Non-Disclosure Agreement

We will be happy to sign your Non-Disclosure Agreement or a Master Service Agreement if you ask us to do so, but we would like to inform you of our terms of service and provide some guidelines for drafting a project-specific NDA in order to avoid a potential waste of valuable time and resources.

1.0. Extent of Control

1.1. Grantigen looks forward to becoming your service provider, not your employee. Our focus is on the quality of the service, therefore we insist on being judged only by that. The clients are not entitled to make decisions in regards to who is competent enough to work on
their project. That is done by the managing director, who will accept responsibility for the quality of work. We usually provide a free short project specific to your company; therefore, you will have something to evaluate before committing to working with us.

1.2. We will not accept an obligation to follow your company’s methodology in regards to literature search and selection, project handling, animation pipeline, operating system, software, computer brand, email provider, or some specific code of conduct that you may have for your employees. This does not mean that we will go on a Zoom meeting with you under-dressed, or use inappropriate language. Having said that, if we realize that your way of doing things is better than ours, we will gladly implement it and genuinely thank you for it!

1.3. We understand that any data produced for your project is your property and without your written permission, we will not use that data for advertising purposes. On the same token, our clients are not permitted to use our work unrelated to their project without our permission.

1.4. Just as we don’t ask for your social security number, we will not provide you with our social security numbers. Canadians don’t have SSN. We use SIN numbers that we will not provide either, nor will we submit ourselves to background checks and drug tests. You are not hiring a truck driver employee, but rather external contractors who worked hard for many years to obtain their PhDs. Occasionally, we get utterly shocked by the absurd extent of the demands from a potential client, hence this “strange” guideline.

1.5. We simply believe in freedom which is advertised so much, yet is rarely found in the corporate world of the “free west”. Grantigen is the result of a quest for freedom, both professional and personal. The writers are not employees who must do what the managing director tells them, but rather peers and associates who have already demonstrated success in their respective careers. They have the freedom to select a project they want to work on.

2.0. Limitation of Liabilities

2.1. Sometimes Non-Disclosure Agreements or Master Service Agreements have penalty clauses. We take pride in our work. We will not disclose your trade secret to anyone or run away with it. Still, we cannot accept liability that goes beyond the cost of the service
rendered. We will not agree on an open-ended contract where we willingly assume liability that goes beyond the cost of our service.

It is not possible to say with 100% certainty that there can’t be errors or omissions, because even computers sometimes glitch, but what we can say with certainty is that there is no room for some fundamental error that can cause losses of significant proportions. It has never happened. Everything we write is referenced in peer-reviewed publications; therefore, if there is an error, it falls on the scientific journal that accepted the data that we reference and on the researcher who produced the data. We welcome our clients from industry to use an internal evaluation system similar to the one in academia. It will only confirm that our work meets expectations. Our clients in academia already have the expertise; therefore, we are not their expert consultants but rather a helping hand. If our potential corporate clients need to rely on our expertise, and have no internal expert with whom we can communicate science on the same level, may we suggest acquiring one for that role, instead of ensuring quality of work through the threat of a lawsuit in the contract?

2.2. We cannot control who will sue, but we can control the extent of liability we are willing to accept. The extent of liability that we can accept is the cost of the service rendered, and nothing more. No lawyer’s fees, no direct or indirect damages, no pain and suffering, etc. If you want to work with us, we will ask you to accept our limitation of liabilities. It is exactly the same extent of liability that we had to accepted from any payment provider we worked with.

2.3. Here is our limitation of liabilities that is based on the one we accepted. If we have to accept this every time, we want our clients to accept the same:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANTIGEN, AND ITS FOUNDER, DIRECTORS, AFFILIATES OR AGENTS ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVER AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
(VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GRANTIGEN, HIS FOUNDER, AGENTS, SUPPLIERS, LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US
IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

3.0. Exclusion of Damages

Here is our exclusion of damages that is based on the one we accepted.

3.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRANTIGEN, AND ITS FOUNDER, DIRECTORS, AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL GRANTIGEN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

4.0. Potential Solution for the Conflicts in our ToS and your NDA

4.1. We understand that potential clients are primarily attracted to working with us by our affordable rates and we hope not to have to change them. A small company like Grantigen cannot have on-going cyber security and errors and omissions insurance policies while offering our services at the current rates.

4.2. If you still want to work with us, but in the scenario where both parties are fully covered, we will include the cost of the premium for your preferred insurance policy for your project in our quote. Alternatively, you can seek an insurance policy yourself, designed
specifically for the project where Grantigen is your new contractor.

5.0. Data Security

5.1. Modern means of communication are inherently insecure, and transmitting unencrypted data over Android and iOS is already a security risk. Companies put so much effort into NDAs to make sure that a small contractor is “in line” and then send the trade secrets
through Google listening devices called smart phones. Smart phones constantly listen to everything that is said within the microphone range, collect voiceprints of users, and feed artificial intelligence with our life habits, preferences, plans, hopes, fears and so much more.
Still, people are not worried that Google knowing everything might be a security risk for the project. Chances are that Google already knows your trade secrets and that you may have already accepted something in the lengthy Android terms and conditions agreement that protects them from any lawsuit by you (besides the resources of gigantic proportions).

5.2. Even more reason for concern is that Chinese-made Android phones such as popular Xiaomi have additional software on top of the regular Android OS or a completely new OS like Honor’s. If you are using those devices to communicate with us, you should be more
concerned about your phones than us.

5.3. There have been legitimate concerns that Chinese-made popular 3D printing software called Chitubox scans computers for interesting files and sends them to China. If your project requires 3D printing, we are disclosing that we use Chitubox but only on an offline system as a precautionary measure.

5.4. Our solution to data security is using Linux OS and Protonmail encrypted service that we recommend to our clients. This way, we can establish end-to-end encryption and ensure that emails are not a potential security risk.

In conclusion, we believe that carefully selecting who you work with is a better assurance of success than having the most cunningly crafted master service agreement that will hold your contractor by the neck.

Thank you for considering Grantigen as your next service provider!