ORANGE MOON MEDIA, LLC TERMS OF SERVICE AND AGREEMENT

I. Copyright, Trademarks and Content
1. The Client represents and unconditionally guarantees to have ownership and/or reproduction rights of all artwork, trade names, photographs, text, graphics, designs and other materials furnished to Orange Moon Media, LLC for reproduction in The Client’s project. The Client shall indemnify, hold harmless, protect, and defend Orange Moon Media, LLC from any claim or suit arising from the use of such elements furnished by the Client. The Client shall have full liability for the consequences of the contents of the printed literature, website or other project commissioned.

2. The Client’s logos, artwork, graphics and photographs remain the copyright of The Client. Design, graphics and programming produced by Orange Moon Media remain the intellectual property of Orange Moon Media. Copyright to the finished assembled work of webpages produced by Orange Moon Media is owned by Orange Moon Media. Upon the final payment, the client is assigned rights to use and reproduce the design, graphics, and text contained in the finished assembled media. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. Orange Moon Media retains personal rights to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and marketing respective to Orange Moon Media’s portfolio.

3. The Client will supply photographs either in digital or printed format. At Client’s request, Orange Moon Media may suggest vendors of stock photography. Orange Moon Media charges a rate of $25 per hour for time spent researching appropriate photographs. Orange Moon Media shall not be responsible or liable in any way for any loss or damage you may incur as the result of the use of material or services from a third party vendor.

II. Estimated Costs
1. Project estimates are valid for 30 days from the date of estimate. Project may be re-estimated if, upon receipt of all project elements, Orange Moon Media determines the scope of the project has been altered dramatically from the originally agreed upon concept.
2. All preliminary work carried out at The Client’s request, whether experimentally or otherwise, shall be charged to The Client.
3. Proofs of all printed work may be submitted for The Client’s approval and Orange Moon Media shall not be liable for errors not corrected by The Client in such proofs. The Client’s alterations and additional proofs necessitated thereby shall be charged as additional charges (see 4 below). When style, type or layout is left to the judgment of Orange Moon Media, changes therefrom made by The Client shall be charged as additional charges. No responsibility will be accepted for any errors, including color variations, in proofs approved by The Client.
4. Two rounds of revisions are included in each project. A round of revisions is defined by one or more requested alterations, changes, amendments and/or omissions grouped in ONE EMAIL/REQUEST or ONE MARKED PROOF. Additional rounds of revisions will be billed at $75 per hour and up depending on amount and scope. Additional rounds of revisions will not be prorated; therefore a single revision counts as an additional round. Additional fees may be applied if, upon receipt of all revisions, the Orange Moon Media determines the scope of the project has been altered dramatically from the originally agreed upon concept.

III. Graphic Design
1. Orange Moon Media will produce and publish temporarily on the Orange Moon Media web site a design proof for The Client’s approval. The design copyright of the proof shall remain the sole property of Orange Moon Media. Use of the design in any respect without the express written permission of Orange Moon Media will constitute breach of copyright.
2. Orange Moon Media will complete the design of The Client’s graphic after receiving confirmation that the design proof is satisfactory or pursuant to Clause 2 Section 2 (see above). or after two rounds of revisions have been made, whichever comes first.
3. Once Orange Moon Media has received confirmation that the design proof is satisfactory, modifications to the design specification will be considered an amendment to the contract. All modifications must be confirmed in writing.
4. Our consultancy service and general advice is, by its nature, subjective. It is up to The Client whether they decide to follow our ideas and suggestions. We cannot guarantee that any of those ideas and suggestions will increase traffic to The Client’s web site, improve ratings with search engines or boost sales. Therefore, no advice or information given by Orange Moon Media shall create a warranty, guarantee or assurance of any kind, implied or express.
IV. Web Site Design
1. Orange Moon Media will produce and publish temporarily on the Orange Moon Media web site a design proof for The Client’s approval. The design copyright of the proof shall remain the sole property of Orange Moon Media. Use of the design in any respect without the express written permission of Orange Moon Media will constitute breach of copyright.
2. Orange Moon Media will complete the design and build of The Client’s website after receiving confirmation that the design proof is satisfactory.
3. Once Orange Moon Media has received confirmation that the design proof is satisfactory, modifications to the design specification will be considered an amendment to the contract. All modifications must be confirmed in writing.
4. Our consultancy service and general advice is, by its nature, subjective. It is up to The Client whether they decide to follow our ideas and suggestions. We cannot guarantee that any of those ideas and suggestions will increase traffic to The Client’s web site, improve ratings with search engines or boost sales.

IV. Domain Name Registration and Website Hosting
1. Orange Moon Media will register domain names in The Client’s name. In doing this, Orange Moon Media are acting as The Client’s agent with the appropriate Naming Authority. The contract of registration is between The Client and them and The Client is bound by their terms and conditions.
2. Registration is for one year unless otherwise agreed. Although we will do our best to renew the registration for you, it is ultimately your responsibility to make sure this happens so please keep a note of the date.
3. Orange Moon Media will advise The Client on the most appropriate and cost-effective web site hosting package supplied by a third party. The website hosting contract is between The Client and the hosting company and The Client is bound by their terms and conditions (available on request).
4. The Client takes all risks in connection with the solvency and performance of such third parties and The Client accepts that the third party has sole liability to provide such services.

V. Insurance
The Client shall be responsible for effecting all necessary insurance in respect of any loss, damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of Orange Moon Media goods and services.

VI. Project Delivery and Force Majeure
Orange Moon Media will strive to make sure we provide each project with the attention our customers deserve. Business days are Monday through Friday and new orders can be made on these days. Production days are Monday – Thursday, (non-production days, holidays, and weekends are not included in turnaround time).

Orange Moon Media shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and Orange Moon Media shall not be liable for any loss, damage or expense suffered by The Client or any third party arising directly or indirectly from any such matters.

Any shipping or insurance costs will be assumed by the client. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with The Client. Any delay 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 Orange Moon Media, shall entitle Orange Moon Media to extend the completion/delivery date, upon notifying the client, by the time equivalent to the period of such delay.

VII. Invoicing, Payment and Cancellation
1. Payment for design services must (unless otherwise agreed with Orange Moon Media) be made as follows: Payment in full in an amount equal to 100% of the estimated cost is required prior to execution of projects totaling $200 and under. A deposit in an amount equal to 50% of the total estimated cost is required prior to execution of projects totaling $200 and over, with remaining balance due upon delivery of the completed project. Design modifications will be charged at the prevailing hourly rate dependent on type of service required (also see Section II, 4).
2. The Client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the client observes any nonconformance with the design plan, Orange Moon Media must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and the possible billing for all additional labor or expenses to date. All elements of the project must then be returned to Orange Moon Media. Any usage by The Client of those design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract or in which Orange Moon Media may become a party by reason of this contract.

VIII. Disclaimer
1. Orange Moon Media cannot be held liable for any information contained within The Client’s web site or printed literature. The content of such remains the copyright and intellectual property of The Client. The Client is liable for any reasonable legal costs incurred by Orange Moon Media caused by the content of The Client’s web site or other project and agrees to indemnify Orange Moon Media for any awards made by a court of law.
2. Search Engine entry and ranking can in no way be guaranteed as this remains the sole discretion of a third party search engine provider.
3. No liability will be accepted for compatibility issues with code or any errors, omissions or failings of software code produced.
4. Due to the objective nature of services, in the instance that a time scale or schedule has been given, Orange Moon Media will not be responsible for any money lost to The Client if a deadline is not met.
5. Should Orange Moon Media waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Orange Moon Media to waive the same clause on any other occasion.
6. Orange Moon Media reserves the right to amend these terms and conditions at any time.