General Terms
Open Active Media provides specialized services to clients in areas including website design and development, software programming, graphic design, marketing, communications, consulting, research, and related technology services.In consideration for our products and services, clients pay us according to previously arranged fee schedules. By engaging our services, you hereby agree to the following terms and conditions which shall be considered legally binding unless superseded by a signed, written agreement.
We hereby agree only to undertake projects for which we have sufficient prior experience to efficiently complete the tasks assigned. After having received notice and having been given a reasonable time to comply, we shall make available for download to our clients any and all source code or other products for which they have paid in full as agreed. For projects billed on an hourly basis, we agree to provide a detailed accounting of billable hours upon request within 30 days of any billing cycle. Any requests made thereafter will be considered at the discretion of the project manager in charge. We will perform in all material respects in accordance with the written specifications provided by clients and/or in client communications. In the absence of such specifications or where the scope of a project makes such details difficult to delineate beforehand, our project managers will draw upon their expertise to meet the overall goals of our clients in the most efficient and professional manner possible. Our project managers will also make a reasonable effort to advise our clients when it is believed client specifications may run contrary to client’s overall stated goals or stated budget. We will not perform any services that are illegal or that may infringe on the legal rights of others. We reserve the right to discontinue any project at any time for any reason without penalty.
Terms of Payment
Open Active Media can accept payment by check, bank transfer, credit card, and PayPal. All fees will be quoted, and payments rendered, in USD (United States Dollars) unless otherwise agreed. Invoices and receipts will be provided upon request provided that said request takes place within 60 days of any given transaction. Any requests for documents made after 60 days will be considered at our discretion. We will not make any charges to client credit cards without a duly signed credit card authorization form detailing each charge. For payments made to us by credit card, you agree not to initiate a chargeback under any circumstances. Failure to abide by this agreement will be considered attempted fraud and subject to a penalty of $5,000 USD for each chargeback plus 10% of the total amount per day for each day that said payments remain unavailable, in addition to reimbursement of the total amount of any chargeback principal plus any and all costs and fees incurred by us as a result of the chargeback or during the collection of said payment. All checks must clear before funds are considered to have been received. At the conclusion of any project, any remaining funds on deposit will be returned to clients via check or electronic transfer. We reserve the right to suspend work and or to withhold delivery of any source code or other product in whole or in part in situations wherein payment has not been rendered as agreed.
Liability, Indemnification, and Fitness of Purpose
It is hereby agreed that all source code or other products provided by Open Active Media are provided "as is" and that the only remedy available for any defective or otherwise nonconforming service is the discontinuation of the project. We make no representations or warranties hereunder and expressly disclaims all representations and warranties, whether express, implied, or statutory, including, without limitation, non-infringement warranties and warranties of merchantability and fitness for a particular purpose. By engaging our services you agree to indemnify, defend, and hold harmless Open Active Media, its affiliates and their respective directors, officers, shareholders, employees, collaborators, service providers, representatives, agents, attorneys, successors, and assigns from and against any and all claims to the extent arising out of or in connection with personal injury, including death, and tangible property damage caused by the negligent or intentional acts or its employees, agents or representatives; misappropriation, infringement or other violation of any applicable law or third party rights, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses; or the breach of its representations, warranties or covenants hereunder.
Solicitation
Solicitation is hereby defined and the willful and bad faith hiring of a Open Active Media employee, service provider, or collaborator. We have gone to considerable expense to train employees and vet its service providers and collaborators and the same are essential to Open Active Media’s ability to provide high-quality services at competitive rates. By engaging our services, you hereby agree not to willfully and in bad faith make any offer of employment or solicit any service from any current Open Active Media employee, service provider, or collaborator or to knowingly hire the same without the express written consent of Open Active Media or enable a third-party to do the same.
Disputes
You agree that any cause of action will not be valid unless such action is commenced by the filing of a complaint in a court of competent jurisdiction within one (1) year of the service or product out of which such cause of action arises. Notwithstanding anything contained in this agreement to the contrary, the parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek such equitable relief in a court of competent jurisdiction. The laws of the State of Michigan in the United States of America shall govern any dispute arising from Open Active Media services or projects.