Last updated: Mar 19, 2023 2:51 PM

Please read this Terms of Service ("Terms," "Terms of Service") carefully before using the https://opendevdigital.com website (the "Website") operated by Opendev Digital, a(n) Limited Liability Company formed in Colorado, United States ("us," "we," "our") as this Terms of Service contains important information regarding limitations of our liability. Your access to and use of this Website is conditional upon your acceptance of and compliance with these Terms. These Terms apply to everyone, including but not limited to visitors, users and others, who wish to access and use the Website.By accessing or using the Website, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Website.

Opendev Digital, a(n) Limited Liability Company formed in Colorado, United States ("OPENDEV DIGITAL") provides, among other things, a range of design, development, advertising and marketing services (collectively, the “Services”). Effective July 1, 2019, these terms and conditions (the “Terms” or the “Agreement”) shall relate to, and shall govern, any and all agreements for Services provided by OPENDEV DIGITAL to you (the “Customer”). The Customer shall be considered to have received notice of, and agrees to be bound by, these Terms upon engaging OPENDEV DIGITAL for any Services unless otherwise expressly agreed to in writing prior to any Services being performed by OPENDEV DIGITAL on behalf of the Customer.

WHEREAS, Customer desires to engage OPENDEV DIGITAL to provide certain Services agreed to in any statement of work, signed sales order or other writing (collectively, a “Statement of Work”) which is acknowledged in a writing by the parties, from time to time; and

WHEREAS, the Statement of Work shall set forth which Services are being purchased by the Customer, the costs of the Services, and other relevant details of the Services, and the Terms are incorporated therein by reference into and made a part of any Statement of Work and shall govern the relationship between OPENDEV DIGITAL and the Customer; and

NOW THEREFORE, in consideration of the mutual promises of the parties contained in this Agreement (and any related Statement of Work), the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

PURCHASE OF SERVICES. OPENDEV DIGITAL agrees to provide Customer the Services described in any Statement of Work agreed to and executed by both parties.  The compensation to be paid (the “Compensation”) for such Services shall be set forth in said Statement of Work.
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CONTROLLING AGREEMENT. Every Statement of Work entered into by the parties will be subject to the Terms.  To the extent of any conflict between the Terms and those contained in any Statement of Work, this Agreement shall control, unless the Statement of Work expressly states that it overrides this Agreement.  No conflicting or supplemental terms added by Customer to any Statement of Work shall be effective unless specifically agreed to by OPENDEV DIGITAL in writing.
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SCOPE OF SERVICES. Services to be provided by OPENDEV DIGITAL for the Compensation set forth in a Statement of Work shall not include services: (a) required as a result of Customer’s fault (including, without limitation, failure to comply with this Agreement or with instructions or procedures provided by OPENDEV DIGITAL), (b) which are necessitated by acts of any third party, or (c) which are otherwise outside the scope of the description of Services set forth on any Statement of Work.  If Customer desires for OPENDEV DIGITAL to provide additional services or services not expressly described on any Statement of Work, Customer shall submit such request in writing to OPENDEV DIGITAL, and OPENDEV DIGITAL, in its sole discretion, may decide whether to accommodate such request subject to additional pricing associated with such additional services.
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CONFIDENTIALITY. Each party (the “Disclosing Party” for purposes of this Section 4) may disclose to the other party (the “Receiving Party” for purposes of this Section 4) certain non-public information relating to such party’s business, including, without limitation, technical, marketing, financial, personnel, planning, and other information. Such information that is marked “confidential”, or which the Receiving Party should reasonably know to be confidential given the nature of the information and the circumstance of disclosure “Confidential Information” will be held by the Receiving Party in strictest confidence. The Receiving Party agrees that it will not disclose Disclosing Party’s Confidential Information except (a) to its employees, contractors, advisors, or agents to the extent that they need to know such Confidential Information for the purpose of performing Receiving Party’s obligations under this Agreement, and who are bound by an agreement of confidentiality no less restrictive than this Section 4; or (b) as required to be disclosed by law, to the extent required to comply with such legal obligation, provided that the Receiving Party will promptly notify the Disclosing Party of such legal obligation, unless otherwise prohibited by such law or legal obligation.  The terms of this Section 4 shall survive the termination or expiration of this Agreement.
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REPRESENTATIONS AND WARRANTY. Customer represents and warrants to OPENDEV DIGITAL and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to OPENDEV DIGITAL, to be incorporated into any project or works produced by OPENDEV DIGITAL, are owned by the Customer, or that Customer has legal permission from the rightful owner to use each of these elements. If applicable, neither party shall publish, or direct Customer’s web hosting provider to publish, any information on Customer’s website that is abusive or unethical. Customer is solely responsible for all content and materials included on Customer’s website or other work product developed in accordance with this Agreement. OPENDEV DIGITAL agrees to use commercially reasonable efforts to provide the Services in a professional manner and to devote such time and attention as is necessary to render the Services to Customer in a professional manner.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OPENDEV DIGITAL MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, OR ANY GUARANTEE OF PERFORMANCE, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, ALL OF WHICH ARE HEREBY DISCLAIMED BY OPENDEV DIGITAL AND EXCLUDED FROM THIS AGREEMENT. Without limiting the foregoing, neither OPENDEV DIGITAL nor any of its employees or agents, warrants that the functions contained in the project deliverables (as defined below), or included within the Services, will be uninterrupted or error-free.
LIMITATION OF LIABILITY AND INDEMNIFICATION.  As Customer is responsible for providing Content to OPENDEV DIGITAL, Customer is solely responsible for any terms and conditions, privacy policies, and all notices required by its customers or suppliers and for compliance with all privacy, advertising, and other laws and regulations applicable to its business.
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OPENDEV DIGITAL is not responsible for any claims, lawsuits, penalties, fines fees or damages in connection therewith.NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR ANY STATEMENT OF WORK, OPENDEV DIGITAL’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND ANY STATEMENT OF WORK, OR AT LAW WITH RESPECT TO ANY SERVICES PROVIDED BY OPENDEV DIGITAL (WHETHER NEGLIGENT OR OTHERWISE), WILL BE LIMITED TO THE TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CUSTOMER TO OPENDEV DIGITAL UNDER THE APPLICABLE STATEMENT OF WORK.  IN NO EVENT WILL OPENDEV DIGITAL BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, INCLUDING NEGLIGENCE, AND WHETHER OR NOT OPENDEV DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY INTO THIS AGREEMENT.   CUSTOMER SHALL INDEMNIFY OPENDEV DIGITAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY LOSS, DAMAGE, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR ASSOCIATED WITH (A) ANY ACTIONS OR OMISSIONS OF CUSTOMER, (B) THE BREACH OF THIS AGREEMENT BY CUSTOMER, (C) NON-COMPLIANCE WITH ANY FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS, OR (D) ANY INTELLECTUAL PROPERTY OR CONTENT PROVIDED BY CUSTOMER TO OPENDEV DIGITAL.  THIS INDEMNITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.DISCLAIMERS.

Customer understands and acknowledges: (a) Google Impressions are projections based on the average number of times keywords related to your services are searched within your target region. Actual number of Google Impressions may vary, although higher budgets will usually yield greater clicks and click-through rate (“CTR”). Customer’s actual number of impressions may be higher or lower due to several variables that determine how often your advertisement is displayed. Determining variables include, but are not limited to budget, competition, relevancy, and landing page experience. (b) Social Impressions are projections based on the number of people available in your target audience according to geography, demographics and interest. Actual number of Social Impressions may vary, although higher budgets will usually yield greater clicks and CTR. Customer’s actual number of Social Impressions may be higher or lower due to several variables that determine how often your advertisement is displayed. Determining variables include, but are not limited to budget, competition, relevancy, and landing page experience. (c) Programmatic Impressions are projections based on the number of people available in your target audience according to topic, geofence, region, demographics and interest. Actual number of Programmatic Impressions may vary, although higher budgets will usually yield great clicks and CTR. Customer’s actual number of Programmatic Impressions may be higher or lower due to several variables that determine how often your advertisement is displayed. Determining variables include but are not limited to budget, competition and relevancy.
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GENERAL. Relationship of Parties. OPENDEV DIGITAL’s relationship with the Customer under this Agreement, and at all times, shall be that of an independent contractor, and nothing in this Agreement or the arrangements for which it is made shall make OPENDEV DIGITAL, or anyone furnished or used by OPENDEV DIGITAL in the performance of the Services, an employee, joint venture, partner, or servant of the Customer.  Customer acknowledges and agrees that this Agreement is in no way exclusive.

Acknowledgements. Customer is aware that websites are built using custom HTML and CSS, and will be compatible with all major browser versions that have been updated within the last five (5) years from the effective date of the latest Statement of Work. If browser compatibility is required for versions older than five (5) years, additional fees will be required as determined by OPENDEV DIGITAL. Additional stock images or video requested by Customer will be billed at cost. All ad turn-around time is 2 (two) days from the date of written request by Customer. If Customer requests an urgent ad to be created a $250, 24-hour rush fee will be applied to Customer’s invoice. If Customer is designing its own creatives, Customer acknowledges it must provide its creative to OPENDEV DIGITAL: in .ai, .psd, or .sketch format; with a white background; in at least one of the following sizes, 728×90, 300×250, 468×60, 320×50, 160×600, 300×600, 600×315, 1200×628, 1080×1080, 100×100. Once ads are approved, OPENDEV DIGITAL requires a one business day turnaround for the ads to begin running. If any additional changes are required once a campaign is up and running, please allow 2 (two) business days for the change to be made.

Payment. Compensation due to OPENDEV DIGITAL, including but not limited compensation for services rendered and expenses incurred, shall be paid in accordance with the terms provided on the Statement of Work, or, if not specified therein, then paid in accordance with the following:

(a) For WEBSITE related services (as defined on any Statement of Work), the first half of the invoice shall be due upon receipt by the Customer, if the first half of the invoice is not paid in full thirty (30) days after date of invoice from OPENDEV DIGITAL, then OPENDEV DIGITAL will cease any and all work for the Customer until full payment is received. The second half of the invoice shall be due and payable within fifteen (15) days of the maximum project timeline date (as stated in the Statement of Work), or the website being launched (accessible by the public online), whichever comes first. If full payment is not received within fifteen (15) days, OPENDEV DIGITAL will suspend Customer’s website (removed from public viewing) or remaining project work, and charge Customer interest on any balance outstanding at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is greater. If Customer’s website is suspended (or deactivated) by OPENDEV DIGITAL for failure to timely pay any amount owed hereunder, Customer acknowledges and agrees that Customer will be required to pay its balance in full and pay an additional $250 service fee before OPENDEV DIGITAL will reactivate Customer’s website.

(b) For MARKETING related services (as defined on any Statement of Work), the first of the invoice shall be due upon receipt by the Customer.  The Customer acknowledges and agrees that any marketing campaign shall not launch until the first month’s payment is received. Following payment of the first month’s invoice, and launch of the marketing campaign, all related subsequent invoices shall be billed to Customer on the renewal date (as set forth on the applicable Statement of Work), and Customer agrees to pay said invoices within thirty (30) days of receipt. Customer acknowledges and agrees that OPENDEV DIGITAL will charge Customer interest on any balance outstanding at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is greater. If full payment is not received within forty-five (45) days, OPENDEV DIGITAL will suspend all services for the Customer until full payment is received. OPENDEV DIGITAL has the right to adjust payment terms based on the Customer’s payment and credit history.

(c) For HOSTING related services (as defined on any Statement of Work), OPENDEV DIGITAL shall invoice Customer thirty (30) days prior to hosting renewal date (as set forth in Statement of Work) and Customer agrees to pay said invoices within thirty (30) days of receipt. If full payment is not received within thirty (30) days, OPENDEV DIGITAL will charge Customer interest on any balance outstanding at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is greater. If full payment is not received within forty-five (45) days, OPENDEV DIGITAL will suspend Customer’s website and all services for the Customer until full payment is received. If Customer’s website is suspended (or deactivated) by OPENDEV DIGITAL for failure to timely pay any amount owed hereunder, Customer acknowledges and agrees that Customer will be required to pay its balance in full and pay an additional $250 service fee before OPENDEV DIGITAL will reactivate Customer’s website.

(d) For any other compensation or fee owed, for services or expenses, not expressly referenced herein, OPENDEV DIGITAL may charge Customer interest on any balance outstanding for more than thirty days at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is greater.

(e) A service charge will be assessed with respect to any returned or dishonored checks of Customer.  Customer will reimburse OPENDEV DIGITAL for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts owed by Customer.  All payment obligations will survive termination of this Agreement.  Customer acknowledges and agrees that OPENDEV DIGITAL may cease providing Services, as well as revoke the license of any Project Deliverable (as defined below), under this Agreement during any period in which Customer is delinquent in any amounts due to OPENDEV DIGITAL. All invoices will be sent by OPENDEV DIGITAL to the e-mail address listed on the Statement of Work and it shall be Customer’s responsibility to notify OPENDEV DIGITAL of any change of contact information.  OPENDEV DIGITAL reserves the right to change its rates at any point upon notice to Customer.  Estimates for individual services or work products will be provided upon request, but OPENDEV DIGITAL does not guarantee the accuracy of such estimate.

Delays. Implementation of deliverables tendered by OPENDEV DIGITAL may not be postponed by the Customer for more than thirty (30) days. Any deliverables postponed by the Customer for greater than thirty (30) days past the maximum project timeline date shall be voided and will be subject to a New Statement of Work prepared by OPENDEV DIGITAL and submitted to Customer for approval. Such new Statement of Work may be subject to additional or different deadlines and pricing as determined by OPENDEV DIGITAL.

Unless otherwise expressly agreed to in writing, it is the Customer’s responsibility to deliver content to OPENDEV DIGITAL. If there is delay in delivering content to complete the Services, for any reason, the balance of the payment due to OPENDEV DIGITAL shall nevertheless become due and payable no later than thirty (30) days immediately following the maximum project timeline (as stated in the Statement of Work). OPENDEV DIGITAL shall not be required to perform any additional work related to the Services until full payment is received.

Termination. OPENDEV DIGITAL may terminate this Agreement or any Statement of Work immediately at any time, for any reason, upon notice to Customer.  In such instance, OPENDEV DIGITAL shall only be responsible to Customer to provide Services for which Customer has already paid OPENDEV DIGITAL.  In no event will Customer be entitled to a refund.

Governing Law. This Agreement and all Statements of Work shall be governed by and construed in accordance with the laws of North Carolina, exclusive of its rules governing choice of law and conflict of laws.  If legal action is commenced by either party to enforce or defend its rights under this Agreement or any Statement of Work, such action shall be brought only in a court located in Denver County, Colorado, and the parties agree to submit to the jurisdiction of such courts.  This Agreement (and related Statements of Work) is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  This Agreement and each Statement of Work may only be amended or modified by a writing specifically referencing this Agreement or the applicable Statement of Work which has been signed by authorized representatives of the parties.

Performance. OPENDEV DIGITAL shall not be in default by reason of any failure in performance of this Agreement or any Statement of Work if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of OPENDEV DIGITAL, including but not limited to, default by subcontractors or suppliers, failure of Customer to provide promptly to OPENDEV DIGITAL accurate information and materials, as applicable, acts of God or of a public enemy, acts of terrorism, United States or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, power outages, road icing or inclement conditions, flood, epidemic, restrictions, strikes, and/or freight embargoes.

Waiver. If any provision of this Agreement or any Statement of Work is held to be illegal, invalid, or unenforceable, that provision shall be severed or reformed to be enforceable, and the remaining provisions hereof and thereof shall remain in full force.  No delay or omission by OPENDEV DIGITAL in the exercise or enforcement of any of its powers or rights hereunder shall constitute a waiver of such power or right.  A waiver by OPENDEV DIGITAL of any provision of this Agreement or any Statement of Work must be in writing and signed by such party and shall not imply subsequent waiver of that or any other provision.

Counterparts. Any Statement of Work may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together, including this Agreement, shall constitute one and the same instrument.  PDF signature pages shall serve as original signature pages. Customer agrees that it will use its best efforts to cooperate with OPENDEV DIGITAL, to execute and deliver any and all other or additional documents that may be necessary or appropriate to afford OPENDEV DIGITAL the opportunity to adequately perform the Services as contemplated by the parties.

Unconditional Obligation. Customer agrees that its payment and other obligations under this Agreement and any Statement of Work are absolute and unconditional and not subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment due or alleged to be due as a result of any past or future claim that Customer may have against OPENDEV DIGITAL or any of OPENDEV DIGITAL’s affiliates.

Non-Solicitation.  Customer agrees (on behalf of himself, herself, itself, and any affiliates, subsidiaries or agents (“Customer’s Representatives”) that Customer (and Customer’s Representatives) will not solicit, offer employment to, engage or employ (or attempt to engage or employ) OPENDEV DIGITAL’s , employees, agents or independent contractors to provide services similar to the Services provided by OPENDEV DIGITAL to Customer while this Agreement is in effect and continuing for a period of one (1) year after the termination or expiration of this Agreement, unless Customer receives prior written approval from OPENDEV DIGITAL which may be withheld by OPENDEV DIGITAL in its sole discretion  or made subject to such conditions as OPENDEV DIGITAL may impose  including but not limited to a referral fee to be determined in OPENDEV DIGITAL’s sole discretion.  Customer acknowledges and agrees that any breach of this Section 7.10 by Customer will cause irreparable damage to OPENDEV DIGITAL’s business.  Accordingly, in the event that Customer breaches this provision, Customer shall pay OPENDEV DIGITAL liquidated damages in an amount equal to the wages or fees paid by OPENDEV DIGITAL to any agent, employee, or independent contractor solicited or hired in violation hereof during the six (6) months prior to Customer’s breach.  Customer agrees that this provision is not a penalty, but an adequate, fair, and reasonable estimate of the damage that would be caused by Customer’s breach.

License. Upon final payment by Customer, except as limited herein, OPENDEV DIGITAL hereby grants to Customer a non-transferable non-exclusive, royalty-free license to use the developed materials provided to Customer pursuant to this Agreement (the “Project Deliverables”).  Notwithstanding anything to the contrary contained in this Agreement, and unless otherwise agreed to in writing, OPENDEV DIGITAL reserves, and Customer grants to OPENDEV DIGITAL, unrestricted rights to use Customer’s name, logo, project case study, and any Project Deliverables for any of OPENDEV DIGITAL’S marketing and promotional purposes. Neither OPENDEV DIGITAL nor any of its employees or agents warrant that the functions contained in the Project Deliverables will be uninterrupted or error-free.  In no event will OPENDEV DIGITAL or its subcontractors be liable to Customer with respect to any damages related to third parties, including without limitation, damages related to the Hosting Service (as defined below), failure or delay of any third-party service provider, issues related to any particular computer or internet software. This provision 8.11 shall survive the termination or expiration of this Agreement.

Notices. All notices under this Agreement shall be in writing and delivered by overnight delivery service or certified mail, return receipt requested, to the address of such party specified on the most recently issued Statement of Work or as specified by such party in writing to the other party after the date of this Agreement.  Notices delivered personally shall be deemed given upon documented receipt or refusal by recipient to accept receipt.  Notwithstanding the foregoing, all communications from Customer to OPENDEV DIGITAL concerning any disputed debts or amounts owed to OPENDEV DIGITAL by Customer, including, without limitation, any instruments tendered as full or partial satisfaction of a debt or an account receivable, should be sent to OPENDEV DIGITAL to the attention of the “Disputed Debts Department.”  Notwithstanding anything to the contrary herein, OPENDEV DIGITAL and its personnel shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment. OPENDEV DIGITAL reserves the right to reproduce, publish, and display any Project Deliverable in person, in print, in galleries, or online for the purposes of recognition, promotion, or professional advancement, and reserves the right to be credited with authorship of any Project Deliverable in connection with such uses.  Customer agrees that OPENDEV DIGITAL may publicly refer to Customer (both in writing and orally) as a client, and may identify Customer as a client, among other places, on its website, in press releases, and in sales materials and presentations.Notices shall be sent to:

OPENDEV DIGITAL
ATTN: BILLING
6886 S. Yosemite St.
Suite 201
Centennial, CO 80112

Cancellation policy
We do not offer you the ability to cancel any purchases that you have made of the services offered on our Website.We reserve the right to cancel your purchase for any reason, at our sole discretion, including but not limited to fraud, inaccuracies, and unavailability of the items or services purchased. We will let you know immediately if we plan on cancelling your purchase.We will not be able to issue you a refund of the purchase price that you paid if we cancel your purchase.

Advance payments
We may ask you to provide an advance payment on any purchase made of the services offered on our Website. An advance payment is a partial payment of the total purchase price that will help pay for our actual expenses while providing the services.We will issue you a refund of the advance payment that you made if we cancel.We do not offer you the ability to cancel any purchases that you have made of the services offered on this Website. As such, we do not refund advance payments.

Deposits
We may ask you to provide a deposit for purchases made of the services offered on our Website. A deposit is a payment made to reserve the services.We will issue you a refund of the deposit that you made if we cancel your purchase. We do not offer you the ability to cancel any purchases that you have made of the services offered on our Website. As such, we do not refund deposits.

NO WARRANTY ON PURCHASES
THE ITEMS OR SERVICES DISPLAYED OR SOLD ON THIS WEBSITE ARE PROVIDED “AS IS,” NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) SHALL APPLY TO ANY ITEMS OR SERVICES DISPLAYED OR SOLD ON THIS WEBSITE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Subscriptions
This Website features products or services that are offered via a subscription model. A subscription model requires regular payments to receive a product or service. The initial term of the subscription is 6 months or 1 year.

WE DO NOT OFFER THE OPTION TO REVOKE YOUR SUBSCRIPTION SHORTLY AFTER MAKING YOUR PURCHASE.YOU MUST MAKE A MINIMUM PURCHASE TO QUALIFY FOR THE SUBSCRIPTION. THE MINIMUM PURCHASE REQUIRED IS AS FOLLOWS: $10 USD OR MORE.

AUTOMATIC RENEWALS OF SUBSCRIPTIONS
WHEN YOU PURCHASE A SUBSCRIPTION ON THE WEBSITE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW 6 MONTHS OR 1 YEAR. WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION BY USING THE PAYMENT METHOD ON FILE UNTIL YOU CANCEL YOUR SUBSCRIPTION.YOU MAY CANCEL THE AUTOMATIC RENEWALS OF YOUR SUBSCRIPTION VIA THE FOLLOWING MEANS:

EMAIL - INFO@OPENDEVDIGITAL.COM;
THROUGH THE WEBSITE.

PLEASE NOTE THAT YOU WILL NO LONGER RECEIVE THE ITEMS OR SERVICES PROVIDED BY THE SUBSCRIPTION ON YOUR CANCELLATION EFFECTIVE DATE.YOU MUST PROVIDE US WITH 30 DAYS NOTICE PRIOR TO YOUR AUTOMATIC RENEWAL DATE OF YOUR INTENT TO CANCEL THE AUTOMATIC RENEWALS FOR THE CANCELLATION TO BE EFFECTIVE.

Comments and uploading content
By submitting a comment or uploading content onto this Website, you grant Opendev Digital a worldwide, non-exclusive, perpetual, royalty-free license to reproduce, publish and distribute the comment or content. When you make a comment or upload any content onto this Website, you agree that such comment or content may be viewed by other parties and it is your responsibility to ensure that the comment or content does not contain any confidential or proprietary information. You are also responsible for ensuring that your content or comment does not violate any laws, rules or regulations. We reserve the right to remove any content or comment at any time in our sole discretion.

The following is a non-exhaustive list of types of content or comments that you are prohibited from posting on our Website:
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Content that harasses others;
Content that is discriminatory or offensive;
Swearing, name calling and otherwise abusive content;
Pornographic and sexually explicit content;
Content displaying, depicting or suggesting violence;
Content that exploits or abuses children;
Content encouraging or committing illegal acts;
Content sharing personal information without consent;
Content infringing on someone’s rights, including intellectual property rights;
Content advertising products or services without our permission;
Content whose purpose is spamming others.
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Prohibited uses
You agree that you will use this Website in accordance with all applicable laws, rules, regulations and these Terms at all times. The following is a non-exhaustive list of prohibited uses of this Website. You agree that you will not perform any of the following prohibited uses:

1. Impersonating or attempting to impersonate Opendev Digital or its employees, representatives, subsidiaries or divisions;
2. Misrepresenting your identity or affiliation with any person or entity;
3. Sending or attempting to send any advertising or promotional material, including but not limited to spam, junk mail, chain mail or any similar material;
4. Engaging in any conduct that restricts or inhibits any person’s use or enjoyment of the Website, or which, as determined in our sole discretion, may harm us or the users of this Website or expose us or other users to liability;
5. Using the Website in any manner that could disable, overburden, damage or impair the Website or interfere with another party’s use of the Website;
6. Using any robot, spider or other similar automatic technology, process or means to access or use the Website for any purpose, including monitoring or copying any of the material on this Website;
7. Using any manual process or means to monitor or copy any of the material on this Website or for any other unauthorized purpose;
8. Using any device, software, means or routine that interferes with the proper working of the Website, including but not limited to viruses, trojan horses, worms, logic bombs or other such materials;
9. Attempting to gain unauthorized access to, interfering with, damaging or disrupting any parts of the Website, the server(s) on which the Website is stored, or any server, computer or database connected to the Website;
10. Attempting to attack or attacking the Website via a denial-of-service attack or a distributed denial-of-service attack;
11. Otherwise attempting to interfere with the proper working of the Website;
12. Using the Website in any way that violates any applicable federal, state or local laws, rules or regulations.


NO WARRANTY ON WEBSITE
THIS WEBSITE IS PROVIDED “AS IS,” NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) SHALL APPLY TO THIS WEBSITE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Availability, errors and inaccuracies
We assume no liability for the availability, errors or inaccuracies of the information, products or services provided on this Website. We may experience delays in updating information on this Website and in our advertising on other websites. The information, products and services found on the Website may contain errors or inaccuracies or may not be complete or current. Products or services may be incorrectly priced or unavailable. We expressly reserve the right to correct any pricing errors on our Website. The inclusion or offering of any product or service on this Website does not constitute an endorsement or recommendation of such product or service by us.

DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT SHALL OPENDEV DIGITAL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, DISPLAY OF OR USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS WEBSITE, INCLUDING BUT NOT LIMITED TO YOUR RELIANCE UPON OPINIONS OR INFORMATION APPEARING ON THIS WEBSITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED WEBSITES OPERATED BY THIRD PARTIES, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES OR OTHERWISE, EVEN IF OPENDEV DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, DESPITE THE LIMITATION ABOVE, OPENDEV DIGITAL IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF OPENDEV DIGITAL WILL IN NO EVENT EXCEED THE SERVICE FEES YOU PAID TO OPENDEV DIGITAL IN CONNECTION WITH SUCH TRANSACTION(S) ON THIS WEBSITE. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF OPENDEV DIGITAL. THE AGGREGATE LIABILITY OF OPENDEV DIGITAL ARISING OUT OF OR RELATING TO THIS WEBSITE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY OPENDEV DIGITAL FROM YOU.

Links to third party websites
This Website may contain hyperlinks to websites operated by third parties and not by us. We provide such hyperlinks for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is your responsibility to take precautions to ensure that whatever links you click on or software that you download, whether from this Website or other websites or applications, is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

Intellectual property and DMCA notice and procedure for intellectual property infringement claims
All contents of this Website are ©2021 - 2024 Opendev Digital or third parties. All rights reserved. Unless specified otherwise, this Website and all content and other materials on this Website including but not limited to all logos, designs, text, graphics, pictures, information, data, software, sound files and arrangement thereof (collectively, “Content”) are the proprietary property of Opendev Digital and are either registered trademarks, trademarks or otherwise protected intellectual property of Opendev Digital or third parties in the United States and/or other countries.

If you are aware of a potential infringement of our intellectual property, please contact Angie Birky at angie@alkamieconsulting.com.

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Website infringes on the copyright, trademark or other intellectual property rights of any person or entity.

If you believe in good faith that the Content infringes on your intellectual property rights, you or your agent may send us a written notice of such infringement titled “Infringement of Intellectual Property Rights - DMCA.” Your notice to us must include the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right’s interest;
2. A description of the work that you claim has been infringed, including the URL (i.e., web page address) of the location where the work exists or a copy of the work;
3. Your name, email, address and telephone number; and
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the work, its agent or the law.

Please note that we will not process your complaint if it is not properly filled out or is incomplete. You may be held accountable for damages, including but not limited to costs and attorneys’ fees for any misrepresentation or bad faith claims regarding the infringement of your intellectual property rights by the Content on this Website.

You may submit your claim to us by contacting us at:

Angie Birky
angie@alkamieconsulting.com
303.913.5742
4363 Wolff Street
Denver, CO 80212
UNITED STATES


Governing law, severability, dispute resolution and venue
These Terms shall be governed and construed in accordance with the laws of the state of Colorado, United States, without regard to its conflict of laws provisions. THESE TERMS SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL GOODS, THE UNIFORM COMMERCIAL CODE, NOR INCOTERMS.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Website, and supersede and replace any prior agreements we might have had with you regarding the Website.

Any controversy or claim arising out of or relating to these Terms including but not limited to the interpretation or breach thereof shall be resolved in a court of competent jurisdiction in Denver County, Colorado.

YOU AND OPENDEV DIGITAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

Changes to Terms of Service
We reserve the right to make changes to these Terms of Service at any time. We will not provide you with any notice when we make changes to this Terms of Service.

Questions
If you have any questions about our Terms of Service, please contact us at info@opendevdigital.com.