About OpenPlay

OpenPlay solutions power workflow and process management for some of the world's largest entertainment companies. Our industry leading asset relationship management system, OpenPlay Music, manages media assets from point of creation through to delivery. Our suite of complimentary products, like OpenPlay Workflow and OpenPlay Rights, provides value up and down the digital supply chain, all seamlessly integrated and built to the same exacting standards. Learn more about OpenPlay at www.openplay.co

OpenPlay End User Terms of Use

Introduction

Welcome to the OpenPlay Platform for Alternative Distribution Alliance. By using the OpenPlay Platform you enter into this legally binding agreement (“User Agreement”) with OpenPlay, Inc. (“OpenPlay”) governing your use of the OpenPlay Platform. This User Agreement sets forth the terms of your use. For purposes of this Agreement “you,” “your” and “User” refer to you, the user of the OpenPlay Platform, which includes OpenPlay Music.

If you have any questions about this User Agreement please contact OpenPlay by email at the address listed below in Section 9 under “Notices.”

1. Your Use of the OpenPlay Platform

If you have been given proper permission by Alternative Distribution Alliance to access and use the OpenPlay Platform then OpenPlay grants you the right to access and use the OpenPlay Platform solely in compliance with this User Agreement and in compliance with the permission settings and use limits set by Alternative Distribution Alliance within the scope of its rights to permit use of the OpenPlay Platform under the agreement between OpenPlay and Alternative Distribution Alliance.

Unauthorized Access
Unauthorized access, or even attempted access to, or unauthorized use of, the OpenPlay Platform is a violation of this User Agreement, the agreement between
Alternative Distribution Alliance and OpenPlay and of applicable law. You could be subject to civil and criminal liability.

Password Security
You agree to treat as strictly private and confidential your user ID and related password and any other credentials used for your access to and/or use of the OpenPlay Platform and all information to which you have access. You will not cause or permit any such information to be communicated, copied or otherwise divulged to any other person whatsoever.

As between OpenPlay and you, you are solely responsible for any use of your rights of access, including, for example, use of your username and password and any damages arising therefrom. You also consent to the monitoring of your use of the OpenPlay Platform (including unauthorized use of your username and password). Results of monitoring could lead to, and be used in, actions against you resulting in civil and criminal liability.

Use Restrictions
You agree that your access to and use of the OpenPlay Platform shall remain within the confines of uses permitted by Alternative Distribution Alliance. You shall not, and shall not permit any other party to, (i) directly or indirectly remove or alter any copyright, trademark or proprietary notice; (ii) reverse engineer, decompile or modify any code relating to the OpenPlay Platform (including any underlying code); (iii) remove or alter any references to OpenPlay or OpenPlay products or services; (iv) use your access to and use of the OpenPlay Platform to develop any product or service competitive with any features or functionality of the OpenPlay Platform or otherwise create a derivative work; (v) violate of any law, whether civil, criminal, or regulatory in nature, relating to your access to and use of the OpenPlay Platform; (vi) engage in any action, indirectly or directly, that may be harmful to OpenPlay, the OpenPlay Platform, OpenPlay products or services or any function of the foregoing; and/or (vii) commit any act or omission the likely result of which is that OpenPlay’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on OpenPlay’s interests. 

Content
You must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within your content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the OpenPlay Platform) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in suspension or termination of your access to and/or use of the OpenPlay Platform and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights-holder.

Please note that OpenPlay can suspend your access to and/or use of the OpenPlay Platform if you breach or OpenPlay believes you have breached or will breach this User Agreement.

2. Links to Third Party Websites

Access to any other website linked to from the OpenPlay Platform is at your sole risk and OpenPlay is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on or through these websites. These links may also lead unintentionally to sites containing information that some people may find inappropriate or offensive. These links are not under the control of OpenPlay and as such, OpenPlay is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party website. OpenPlay provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation. OpenPlay is not responsible for any form of transmission received from any link, nor is OpenPlay responsible if any of these links are not working appropriately. Your are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with these links.

3. Intellectual Property Rights

OpenPlay owns all right, title, and interest to the technology, information, code or software of the OpenPlay Platform and its underlying software, including without limitation all portions, copies or modifications thereof or thereto. Except as expressly provided in this User Agreement, no licenses of any kind are granted, whether by implication, estoppel, or otherwise. Rights of access to and use of the OpenPlay Platform are revocable without cause by OpenPlay.

The OpenPlay Platform and its underlying software are protected by federal, state and international law, including without limitation, text, graphics, appearance, visual elements, design, concepts, business models, operational models, documents, databases, collections of links, hyper text markup language (HTML) code, scripts and all products sold and services offered. None of the above may be copied, published, reengineered, decompiled, translated, mirrored, hosted, reproduced, disseminated, adapted, used, or otherwise distributed by any means without explicit advance written permission of OpenPlay. You agree not to change or delete any proprietary notices from materials downloaded through the OpenPlay Platform.

Trademarks appearing in the OpenPlay Platform are protected by law and you cannot use any such trademarks in any fashion without the express written permission of the trademark owner. OpenPlay, OpenPlay Music, OpenPlay Platform, OpenPlay Workflow, and the OpenPlay logo are trademarks or registered trademarks of OpenPlay, Inc. in the U.S. and/or other countries.

The OpenPlay Platform may utilize or include third party software that is subject to third party license terms ("Third Party Software"). You acknowledge and agree that your right to use such Third Party Software is subject to and governed by the terms and conditions of such licenses, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between this User Agreement and the terms of such open source or third party licenses, such licenses control with regard to your use of the relevant Third Party Software. In no event will the OpenPlay Platform or components thereof be deemed to be "open source" or "publicly available" software.

4. Limitations on Liability

The products, software, APIs, services, tools, and programs offered by OpenPlay, including those service that are not a portion of the OpenPlay Platform, but are services provided by separate contractual agreement or arrangement, are provided on a "as is" basis, and without warranties of any kind either express or implied.

OpenPlay hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. OpenPlay does not warrant that any material or function presented will be uninterrupted or error-free, that defects will be corrected, or that the software or the server that makes it available are free of viruses or other harmful elements. OpenPlay does not offer a warranty or make any representations regarding the results of the use of the OpenPlay Platform (including materials therein that you might use) in terms of their correctness, accuracy, reliability, risk of injury to your computer or commercial advantage to you. No promises of any earnings or commercial gain are made to you in any way. Applicable law may not allow the exclusion of implied warranties, so such exclusions may not apply to you. If you are a resident of Delaware please contact us for more details.

Under no circumstances, including, but not limited to, negligence, shall OpenPlay be liable for any special or consequential damages that result from the use of, or the inability to use, the tools or services offered to you via the OpenPlay Platform or otherwise through separate contractual arrangements, even if you have advised OpenPlay of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall OpenPlay’s total liability to you for all damages, losses, and causes of action (whether in contract, tort, or any other legal theory, including but not limited to, negligence or otherwise) exceed the amount of One Hundred Dollars ($100) USD.

OpenPlay disclaims all liability for any third party extension or other offering available to you on or through the software.

5. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS OPENPLAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM YOUR ACCESS TO AND USE OF THE OPENPLAY PLATFORM OR THE RESULTS OF ANY SERVICES PROVIDED BY OPENPLAY BUT ONLY TO THE EXTENT THAT YOUR ACCESS TO OR USE OF THE OPENPLAY PLATFORM (OR THE RESULTS OF THE SERVICES) EXCEEDS USE PERMITTED BY ALTERNATIVE DISTRIBUTION ALLIANCE.

6. Privacy Policy

The personal information (if any) you submit to OpenPlay is governed by the OpenPlay Privacy Policy, which can be found at openplay.co/legal

7. Modifications to this User Agreement

OpenPlay has the right to amend or otherwise modify this User Agreement from time to time. When doing so, OpenPlay shall provide you reasonable notice of such modifications, usually through an alert in the OpenPlay Platform, such as on your “dashboard.” Such modifications shall take effect once you consent to them (as described below) and shall only govern your use for the period after such consent. By using the OpenPlay Platform after the effective date of such modifications you consent to such terms and to be bound by this User Agreement, as modified. If you do not consent then you must cease using the OpenPlay Platform and contact Alternative Distribution Alliance. You may also contact OpenPlay at the contact information provided at the start of this User Agreement to discuss such modifications.

8. DMCA Guidelines

It is OpenPlay’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof, and you believe that any content hosted in our software infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing OpenPlay's Designated Copyright Agent with the following information in writing to: OpenPlay, Inc. 604 Arizona Avenue Santa Monica, CA 90401 and by email to legal@openplay.co . Please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm the requirements set forth below:

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

9. Other Provisions

Governing Law and Venue
OpenPlay and you agree and acknowledge that the worldwide scope of the Internet makes the choice of jurisdiction difficult to balance. Therefore, both parties accept a “mutually inconvenient” jurisdiction for choice of law and venue, but one in which the judicial system is familiar with digital matters. Accordingly, OpenPlay and you hereby agree that this User Agreement and all disputes arising from it or any other matters between OpenPlay and you are governed by the laws of the State of California without taking into account its principles and case law relating to conflicts of laws. OpenPlay and you consent to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles, California. You waive all claims to the defense of inconvenient venue and any related defense.

Some jurisdictions might not accept such waivers. If you are in any such jurisdiction you are not authorized to use the OpenPlay Platform. Please contact us immediately at legal@openplay.co to discuss alternatives.

Enforceability of Terms
If a court determines that some terms of this User Agreement are not enforceable that will not affect other terms. They will still be enforceable.

Certain Remedies
OpenPlay and you agree that other remedies might not be adequate and, accordingly, agree that OpenPlay shall have rights in equity for injunctive and other equitable relief, in addition to any and all other remedies OpenPlay may have under this or other agreements with you or at law.

Limitation of Waivers
OpenPlay does not waive any of its rights or remedies because it does little or nothing when you do something that breaches, or may breach, this User Agreement. It does not mean that you have no liability for that action (or inaction), that OpenPlay cannot exercise whatever remedies it may have or that you can do it again.

No Assignment
OpenPlay is granting certain rights to you, and accordingly you may not assign this User Agreement or any of its rights or obligations without the prior written consent of OpenPlay. Any attempted assignment without such prior written consent shall be void and will be considered a material breach of this User Agreement.

Notices
OpenPlay can provide you notice by email or by other reasonable means, including notice on the Site. If you wish to contact OpenPlay, then you can do so by email at info@openplay.co .

Term and Termination
This User Agreement shall continue in effect until it is terminated by either OpenPlay or you. Please note that termination does not mean that all of its terms are no longer in effect (as described below). Once this User Agreement is terminated, access to accounts and most features and functionality will terminate. Certain provisions of this Agreement shall survive termination as follows: the restrictions on use of content and provisions regarding intellectual property shall survive indefinitely; the indemnification obligations shall survive for a period of five years from the date of termination; OpenPlay’s disclaimer of warranties and representations and limitations of liability shall survive indefinitely; and terms of this User Agreement related to remedies and dispute resolution and other terms appropriate for enforcement of the terms of this User Agreement shall survive for an indefinite period.

Copyright
OpenPlay Platform, OpenPlay Music and this User Agreement are copyrighted © 2010- 2021 OpenPlay, Inc. All rights reserved.