Community Sponsorship Terms and Conditions

These terms and conditions apply to each sponsorship you make separately and they do not form a contract allowing for future or repetitive transactions unless you have specifically signed up for a recurring sponsorship. By completing a transaction on this website you agree to be bound by these Terms and Conditions.

Terms of Sponsorship

Independent Entities. The relationship of Open Source Matters (OSM) and Sponsor are at all times that of independent entities, and nothing contained in this Agreement will constitute the Parties as partners, joint ventures, employer and employee, or otherwise as agents or participants in a joint undertaking. Sponsor agrees not to assume or create any obligations on OSM’s behalf, or make any representations or warranties about OSM or its products or services.

Sponsorship Benefits

• The benefits you will receive through this community sponsorship is dependent on the amount pledged and an increasing amount of exposure will be made available dependent on the level of sponsorship
• Benefits are clearly stated on the website for each price tier

Fees and Payment

• Fees. The Sponsorship fee is chosen by the sponsor upon entering the sponsorship. .
• Fees Not Charitable Contributions. OSM is a nonprofit corporation under the laws of the State of New York , but OSM is not recognized as tax-exempt under Section 501(c)(3) of the US Internal Revenue Code of 1986, as amended. In addition, the Fees paid under this Agreement are in exchange for the sponsorship benefits to be provided by OSM to Sponsor. Accordingly, the Fees paid by the Sponsor pursuant to this Agreement are not deductible as charitable contributions under Section 170 of the US Internal Revenue Code of 1986, as amended.
• Payment Terms. All Fees shall be paid in U.S. dollars

Term.

• This Agreement shall remain in effect for a minimum of twelve (12) months from the Effective Date unless a recurring sponsorship has been selected, in which case the sponsorship will continue on a rolling basis until terminated by the sponsor.

Termination.

• Sponsor.

  Sponsor may terminate the Agreement at any time but is not entitled to a refund or cancellation of any part of the Fees paid or due OSM.

• OSM.

  No Refund. OSM may terminate the Agreement at any time if Sponsor: (i) has failed to pay any Fees due under this Agreement and such Fees remain unpaid for longer than thirty (30) days from the Effective Date; (ii) Sponsor violates the Terms (which determination is reserved exclusive for OSM); or (iii) Sponsor liquidates or terminates its business, is adjudicated bankrupt, attempts an assignment for the benefit of creditors, or a proceeding or similar action is filed against Sponsor for receivership or reorganization. In such cases, Sponsor is not entitled to a refund or cancellation of any part of the Fees paid or due OSM.

Effect.

All sponsorship benefits shall cease immediately upon termination, and neither party shall continue to identify the sponsor relationship detailed herein and shall cease all activity taken in accordance with paragraph 2.6.1 (Publicity).

General Provisions.

• Publicity.
  During the term of this Agreement, each party hereby grants the other a limited, nonexclusive and royalty-free license to use the other party’s company name and/or trade name and/or trademarks or logo(s) in advertising and marketing materials, whether in printed or electronic form, and on the other’s web site to identify the sponsor relationship detailed herein.
• Governing Law.
  This Agreement will be governed exclusively by and construed according to the laws of the State of Maryland without regard to that body of law controlling conflict of laws. Sponsor hereby consents to personal jurisdiction in both the U.S. State of New York and the U.S. State of Maryland. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from this Agreement.
• Trademarks.
  All trademarks, service marks, logos and trade names of each party shall remain the property of each party, and neither party shall use any of the other party’s trademarks, whether registered or not, without the express written permission from that party, except as provided for relating to publicity as laid out below.
• No Third Party Beneficiaries.
  Unless otherwise expressly provided, no provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity, including without limitation affiliated entities of Sponsor, any rights, remedies or other benefits under or by reason of this Agreement.
• Force Majeure.
  OSM shall not be liable to Sponsor for any alleged loss or damages resulting from failure or delay to perform (except for payments of money) due to acts of God, natural disasters, acts of civil or military authority, government priorities, fire, floods, epidemics, quarantine, energy crises, war or riots. No such failure or delay to perform will constitute a breach of the Agreement, and OSM shall complete its obligations as promptly as is reasonably possible following the end of any such event. When circumstances warrant, the Term of this. Agreement may be extended to compensate for any such failure or delay.
• Waiver.
  No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in writing signed on behalf of the party against whom the waiver is asserted. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
• Severability.
  In the event any provision of this Agreement, or part thereof, is found to be invalid, illegal or unenforceable, that provision or part thereof will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
• Notices.
  All notices and communications hereunder are required to be sent to the contact information set out in Section 1 (if to Sponsor) or to (if to OSM).
• Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.
• Non-Assignment. Sponsor shall not assign or otherwise transfer (whether by operation of law or otherwise) any of its rights or obligations under this Agreement, without the prior written consent of OSM. For the purposes of this Section, without the prior written consent of OSM, a merger, consolidation, reorganization, or change in the persons or entities that control 50 percent or more of the equity securities or voting interest of Sponsor shall be considered an unauthorized assignment of this Agreement.
• Entire Agreement. This Agreement, the Terms, any Exhibits, and any accepted modifications attached hereto as may arise and from time to time, represent the complete and exclusive statement of the terms of the Agreement.