Terms of Service

Otherlap Terms of Service

Please read carefully the following Terms of Service (“Otherlap Terms of Service") which, together with the Otherlap Privacy Policy, constitute a binding legal agreement (“Agreement”) between you (“you”,“Contributor”), and the company TMC Publishing ("TMC", “us”) and govern your access to and personal, non commercial use of TMC's distribution platform (www.otherlap.com) and any Otherlap mobile application, unless you have entered into a separate agreement in writing with TMC regarding the access to and use of the platform, which (other agreement) prevails.

 

1. Formation of Agreement

By creating a unique account as a Contributor (“Contributor Account”) through our website www.otherlap.com or any Otherlap mobile application and/or by submitting your digital content for approval, you confirm that you agree to and are bound by the terms of the Agreement and you declare that you have created no other Contributor Account through our website. You also confirm that you are 18 years of age or more, or that you are 15 years of age or more and you have received your parent's or guardian's consent to enter into this Agreement. If you register on behalf of a legal entity, you represent to TMC that you have the authority to bind that legal entity and that your acceptance of this Agreement will be treated as acceptance by that legal entity. In such event, “you” and “Contributor” will refer and apply to that legal entity.

 

2. Scope of Agreement

2.1 TMC and the Contributor agree to mutually exploit the encoding of Contributor's submitted digital  content, such as audio, text, videos, photos, pictures, graphics, websites, and/or any other content, data or information, following to its approval by TMC (“Content”), encoded in the Otherlap format developed by TMC, by use of its cloud-based technology (“Otherlap technology”).   

2.2 More specifically, TMC provides a secure platform (“Contributors Panel”) and grants the Contributor a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to make personal, non commercial use of it, by submitting his Content, uploading it in Otherlap format (“Otherlap”), if such content is approved by TMC, and creating unique unlock codes (“Otherlap Tickets”) as well as setting his Otherlaps price and time validity at Otherlap store, for personal use, in order to directly distribute it to the end user. The services provided by TMC also include our software tools and applications for selected smartphones, including any updates, new versions or new releases thereof (each a "Otherlap Application").

2.3 For this purpose of mutual exploitation, Contributor grants TMC a license to store the Content on our servers, from where he may control and authorize the time and manner of the use, distribution and making available to the public of the Content, on our platform and elsewhere, as described above. Contributor also grants to TMC a distribution and exploitation license for the Content, under the terms described under article 3.

 

3. Grant of license

3.1 Apart from distribution of Content directly by the Contributor, Contributor also grants to TMC an unlimited, non-exclusive, worldwide, royalty-free and fully paid basis, license and right, to distribute, and commercially exploit the Content by use of the Otherlap technology, directly or indirectly, ie. by creation and direct sale of Otherlap Tickets, by sale through the Otherlap Store, by granting sub-licenses to any third parties, individuals or legal entities, at TMC's sole discretion, by  concluding licensing or other agreements with any whatsoever Brand, at TMC's sole discretion, by creating and selling Otherlap compilations of part or all of the Contributor's Content, together with other Contributors' Contents (“Otherlap compilations”), by public broadcasting , instore public broadcasting included, by subscription offerings, or by any other means of exploitation of Contributor's Otherlap Music Experiences.

3.2 Licenses with respect to audio Content, and any images or text within your account, will terminate automatically for the future, when you remove such Content from your account. However, you acknowledge and agree that, notwithstanding the fact that removal of audio Content from your account will automatically result in the deletion of the relevant files from our systems and servers, once your Content is distributed or made available by any means to a third party or to the public, exploitation of Content is valid also for the future and TMC is by no means liable for any such past distribution or selling of access to Content, including permanent access to it.

 

4. Content and proprietary rights

4.1 The present Agreement does not imply any transfer of copyright or intellectual property rights on Content, to TMC. TMC does not claim any ownership rights on the Content, and you hereby expressly acknowledge and agree that the Content remains your sole responsibility.

4.2 By entering into the present Agreement you represent and warrant to TMC that your Content, and each and every part thereof, is an original work by you, or you have obtained, by the Content owner, all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize TMC to use your Content, pursuant to the terms of the present Agreement, and that your Content and the availability thereof, as an Otherlap Music Experiece, does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, mechanical rights, rights of privacy or publicity, or rights in confidential information. You also warrant that you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in your Content in order to include their name, voice, performance, and to publish the same

4.3 You do declare that Content does not and will not create any liability on the part of TMC, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Any unauthorized use of protected material within the Content may constitute an infringement of third party rights and is strictly prohibited. Any such infringement will result in termination of your access to the Contributors Panel and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder. In case any such claim arises, you declare and agree that you assume the entire responsibility and you will hold TMC and its officers, directors, licensees and employees harmless form any claim or demand made by a third party due to or arising out of or related to your violation of the present Agreement and/or the applicable laws, and will fully indemnify them for any and all direct and indirect damages they may suffer.

 

5. Other Content restrictions

Without prejudice to the above restrictions, you declare that you will not use the Contributors Panel to upload, distribute, promote, make available or otherwise communicate to the public:

a. any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in TMC's reasonable discretion;

b. any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or

c. any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Contributors Panel or the servers or networks forming part of, or connected to our platform, or which does or might restrict or inhibit any other user's use and enjoyment of the platform; or

d. any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

 

6. Pricing and payments

6.1 Otherlaps prices for distribution of Otherlap Music Experiences,Tickets to end user, as well as time validity for such personal, non commercial exploitation, are set by Contributor. Our valid Otherlap Tickets prices, figuring in our website at the time of creation of the Otherlap Tickets, shall apply, subject to value-added tax at the applicable statutory rate.

6.2 It is expressly agreed that TMC reserves its right to create Otherlap compilations with Contributor’s part or all of Content, including mirror-compilations, and exploit it independently, by setting prices and time validity, at its sole discretion, for both personal and commercial use, in the Otherlap Store or by any other means using Otherlap technology. In case of sale in the Otherlap Store, a thirty percent (30%) of net income is payable to Contributor, whereas in case of conclusion of commercial agreements between TMC and third parties (Brands), a fifty percent (50%) of net income is payable to Contributor.    

6.3 Both Contributor, under 6.1 above, and TMC, under 6.2 above, may offer to end user free trial subscriptions, at their sole discretion.

 

7. Amendments

7.1 TMC reserves the right, at its sole discretion, to modify the present Agreement at any time. Such changes will become effective immediately after they have been posted to our website, or TMC has otherwise notified you of the change. By continuing to access or use the services after we have posted a modification to the Terms of Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the services and, if applicable, cancel your Account.

7.2 TMC also reserves the right to change, modify, withdraw or discontinue any of the features, services and functionalities of the Contributors Panel and of the entire websitewww.otherlap.com at any time and for any reason without prior notice, as well as to terminate free accounts at any time, without notice. In the case of a permanent suspension, discontinuation, termination or cessation of access, TMC shall use its reasonable endeavours to notify Contributor of such decision in advance.

7.3 You hereby agree that TMC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the website and/or the services provided, or for any decision to suspend, discontinue or terminate the website, the services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

7.4 TMC may change the prices charged for any of its accounts from time to time. In the event of any change(s) to the pricing, such change(s) will only take effect with respect to any subsequent order of Otherlap Tickets.

 

8. Personal data

By entering into the present Agreement you declare that the personal data you have entered when registering and creating your Contributor Account are accurate, current, and complete and that you will update such information to keep it accurate, current, and complete. TMC has no liability for failure to deliver notices that result from inaccurate Account information or otherwise. You also declare that TMC has the right to collect, store, process, use and disclose part or all of such information, in accordance with the Otherlap Privacy Policy.

 

9. Assignment

TMC may assign this Agreement and part or all of the rights and obligations arising thereof, to any third party, individual or legal entity, in Greece or abroad, without restrictions. The Contributor may not assign this Agreement or any part of it to any third party.

 

10. No warranty - Limitation of liability

10.1 The use of the Contributors Panel and the Otherlap Application is at your own risk. The Contributors Panel and the Otherlap Application is provided on an “as is” and “as available” basis. To the fullest extent possible under applicable law, TMC gives no warranty, express or implied, as to the quality, content and availability or fitness for a specific purpose of the Contributors Panel and the Otherlap Application.

10.2 In no event shall TMC, its affiliates, officers, directors, employees, licensees or any third parties be liable for any direct, indirect, incidental, special or consequential damages (including but not limited to any loss of data, service interruption, computer failure or pecuniary loss) arising out of the use of or inability to use the Contributors Panel and the Otherlap Application.

 

11. Duration – Termination

The present Agreement becomes effective when you create your Contributor's Account and is of an indefinite duration. It may be terminated in writing by a thirty (30) - days prior notice, by either you or TMC, in case of infringement of any of the terms of the present Agreement. If TMC terminates this Agreement or suspends your Contributor's Account for any reason, it shall not have any liability or responsibility to you.

 

12. Applicable law – Jurisdiction

This Agreement shall be governed and construed by the laws of Greece. Any dispute, controversy or claim arising out of or in connection with the present Agreement will be subject to the exclusive jurisdiction of the Courts of Athens.

 

13. Final provisions

13.1 The failure of TMC to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

13.2 It is explicitly agreed that the present Agreement is valid also in case of change in TMC’s company form, registered offices, etc., as long as the legal entity remains the same, as well as in case of assignment, as described under article 9.

13.3 Should any of the terms of the present Agreement be held invalid or unenforceable by a court for any whatsoever reason, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and such invalidity or unenforceability shall not affect or render invalid the remaining provisions of this Agreement.  

 

Contacting Us

If you have any questions about the Otherlap Terms of Service, please contact us at info@otherlap.com.

 

 

Effective May 22, 2013

 

TMC Publishing