TERMS AND CONDITIONS

OWNERSHIP OF ARTWORK

Until full payment has been made, the Open Media Foundation retains ownership of all original artwork or parts contained therein, whether preliminary or final. Upon full payment, the client shall obtain ownership of the final artwork to use and distribute as they see fit. Open Media Foundation retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and portfolio. Where applicable the client will be given any necessary credit for usage of the project elements. The Open Media Foundation agrees to be mindful of the client’s mission, purpose and message and will avoid any use of the final project that would conflict with them. Furthermore, a client may at any time request that the Open Media Foundation cease using their project for one or more of the above purposes.

PRODUCTION SCHEDULE/DELIVERY OF PROJECT

In order to meet the website launch deadline that is determined at the beginning of the website process, the client must meet the deadlines assigned to them by the Open Media Foundation. If the deadlines are not met, Open Media Foundation will re-evaluate the project timeline, taking into consideration all current project deadlines, and make adjustments as necessary.

The client will assume any shipping or insurance costs related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the client. Open Media Foundation shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the Open Media Foundation. If such event(s) occur, it shall entitle the Open Media Foundation to extend the completion/delivery date, by the time equivalent to the period of such delay.

THIRD PARTY SHIPPING

In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, color separation, press work, or binding, the Open Media Foundation will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.

CLAIMS PERIOD

Claims for defects, damages, and/or shortages must be made by the client in writing within a period of fifteen (15) days after delivery of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications.

PROOFING OF FINAL PROJECT

The Open Media Foundation shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client. It is agreed that the Open Media Foundation is not responsible or held liable for any errors contained in the final product after the final product has been committed to print or posted in view of the public.

WEBSITE BROWSER SUPPORT

We are committed to designing websites that are accessible to as many people as possible, and ensure that at the time of launch your website is compatible with the most modern browsers. OMF will only support browser compatibility for the current and prior major releases for Firefox, Chrome, Internet Explorer and Safari at the time of website launch. When new browser versions are released, we will begin supporting the update and discontinue support for the third-oldest release of that browser.

OMF will not be held responsible for website updates and bugs related to new browser releases after the close of a web design contract.

CANCELLATION

In the event of cancellation of the project, ownership of all copyrights and the original artwork and disks shall be returned and retained by the Open Media Foundation, and a fee for work completed, based on the contract price and expenses already incurred, shall be paid by the client.

The client is responsible for any copyright searches, trademarks, and ownership of logos, names, and any other artwork cre-

ated within the scope of the project.

SITE HOSTING

The Open Media Foundation can host your site with a premium web hosting service through Pantheon. The benefits of hosting through Open Media Foundation are outlined in our Web Hosting Agreement. You can choose to host your site with any provider by stating so on our Web Hosting Agreement or in writing elsewhere. If you choose to host your site through OMF, one year of site hosting will be included, and annually thereafter with a reminder sent out when your one-year renewal date is approaching. You can cancel your subscription at any time, but Open Media Foundation will not reimburse clients for annual fees that are not completely fulfilled. Upon the expiration of your hosting service term, you acknowledge that you shall be charged for the renewal term on the renewal date. You acknowledge and agree that in the event you do not desire to automatically renew your hosting services for the same period of time, it is your responsibility and obligation to contact the Open Media Foundation at 720.222.0159 to discontinue use. If payment for renewal is not received within 30 days of the initial invoice for your renewal term, your website hosting will be canceled - causing your site to go offline - until payment is received, or you notify our offices that you wish to discontinue hosting services.

ACCEPTANCE OF AGREEMENT

The above prices, specifications and conditions are hereby accepted. Open Media Foundation is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. This agreement is not valid until signed by client and returned to Open Media Foundation.

CONFIDENTIAL INFORMATION

The Recipient and Company may share, discover, or observe confidential and proprietary information and trade secrets of the other party (“Confidential Information”). Each party agrees not to use Confidential Information of the other party for purposes not authorized by the other party, and to hold the other party’s Confidential Information in strict confidence.

GOVERNING LAW; PARTIAL INVALIDITY

The execution, interpretation, and performance of this Agreement shall in all respects be controlled and governed by the laws of the State of Colorado. If any part of this Agreement shall be declared invalid or unenforceable, then that portion of the Agreement shall be deemed to be excluded from the Agreement and the remainder of the Agreement shall remain valid.

TERMINATION

This Agreement may be terminated by either party on ten (10) days written notice to the other, said notice to be by certified or registered mail, return receipt requested, to the parties whose signatures appear below. Please note that there is a restart fee of 25% of the total cost for projects that are delayed by the client for more than 2 months.

AMENDMENT

This Agreement shall not be modified, altered, changed, or amended in any respect unless through a writing signed by both parties.

ATTORNEY FEES

In the event action or arbitration is instituted to enforce or interpret the terms hereof, the prevailing party shall be entitled to reasonable attorney’s fees, at trial, in arbitration, on appeal or review and in enforcing any judgment or decree.

ARBITRATION

On the written election of either party, a claim or dispute of the parties shall be decided by binding arbitration before a single arbitrator in Denver, Colorado pursuant to the Business Arbitration Rules of the American Arbitration Association.

ENTIRE AGREEMENT

It is understood and agreed that this Agreement is made in full and complete settlement of the aforesaid actions, causes of action, claims and demands; that this Agreement contains the entire agreement between the Open Media Foundation and the Piton Foundation ; that the terms if this Agreement are contractual and not merely a recital. Furthermore, this Agreement shall be binding upon the undersigned, and his/her respective heirs, executors, administrators, personal representatives, successors, and assigns.

IN WITNESS WHEREOF, the individual parties hereto have executed this Agreement and its effectiveness shall date from the

earlier of the date first written above or the date of the last signature below.

Client Signature: ______________________________________________ Date: _____________

Open Media Foundation Signature: _______________________________ Date: _____________