This is a legal document and creates an Agreement between you, the user, and OpenPlay, Inc. (hereinafter “OpenPlay”). You must agree to be bound by the terms and conditions presented herein as a condition precedent to using any of the tools or services provided to you via the OpenPlay web site openplay.co and its related sites as may be updated by OpenPlay from time to time (collectively, the “Site”).
By using or purchasing any tool or service presented by the Site or viewing any element of content present on the Site, you signify your acceptance to each term and condition of this Terms of Service. These terms and conditions apply to any separate Agreement, whether or written in nature and are incorporated by reference into any such Agreement as if fully set forth therein.
THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLY NOT ONLY TO YOUR USAGE OF THE SITE BUT TO ANY SUBSEQUENT AGREEMENT WHEREBY OPENPLAY OR A SUBSIDIARY, OR AFFILIATE PROVIDES YOU ANY SERVICE WHATSOEVER.
RULES OF BEHAVIOR REGARDING THIS WEBSITE
You may never engage in any of the following activities: (a) Violation of any law, whether civil, criminal, or regulatory in nature, regarding your usage of the Site; (b) Engage in any action, indirectly or directly, that may be harmful to OpenPlay, the OpenPlay software, products, web site or any function thereof.
CONFIDENTIALITY OF CODES, PASSWORDS AND INFORMATION
You agree to treat as strictly private and confidential any user ID and related password which you may have received required for entry to any tool or service that we provide and all information to which you have access through password-protected areas and will not cause or permit any such information to be communicated, copied or otherwise divulged to any other person whatsoever. You are solely responsible for the security of your password. Any loss that you sustain due to a lack of security on your part regarding your codes or passwords is your sole loss to sustain.
INTELLECTUAL PROPERTY
The contents of the Site are protected by United States copyright law and trademark law, the laws of the State of California, and various international treaties and agreements. United States copyright law and patent law may protect various software, programming and scripts in use by OpenPlay. 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 are protected by United States and International Copyright Laws and Treaties, and may not be copied, published, reengineered, decompiled, translated, mirrored, hosted, reproduced, disseminated, adapted, used, or otherwise distributed by any means without explicit written permission of OpenPlay. You agree not to change or delete any proprietary notices from materials downloaded from the Site.
Trademarks appearing on the Site 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 Workflow, and the OpenPlay logo are trademarks or registered trademarks of OpenPlay, Inc. in the U.S. and/or other countries.
Your "right" to use the Site, and any tools, services or memberships offered is subject to termination by OpenPlay at any time, for any reason, without notice to you.
This Site is copyright © 2013- by OpenPlay, Inc. All Rights Reserved.
LIABILITY
The products, software, APIs, services, tools, and programs offered by OpenPlay, including those service that are not a portion of the Site, 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 on the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site 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 materials in the Site 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.
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 Site, or outside of the Site 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.
You agree to hold OpenPlay, its employees, directors, officers, investors, partners, affiliates and advertisers harmless and defend from any civil claim of any nature regarding your usage of any of the tools or services provided via the Site, or through any separate contractual arrangements.
OpenPlay disclaims all liability for any third party extension or other offering available to you on or through the Site.
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 ANY VIOLATION OF THESE TERMS.
CANCELLATION OF PROGRAMS, TOOLS, AND SERVICES
OpenPlay may cancel or discontinue any or all of our programs, tools, or services provided on the Site at any time without notice to you.
You acknowledge and agree that from time to time the Site and any or all of our programs, tools, or services provided on the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which OpenPlay may undertake from time to time; or (iii) causes beyond the control of OpenPlay or which are not reasonably foreseeable by OpenPlay.
LINKS TO THIRD PARTY WEBSITES
The Site may contain links to third party websites. Access to any other Internet website linked to the Site is at your own risk and OpenPlay is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on 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. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with these links.
JURISDICTION AND ARBITRATION
This Agreement and any separate agreements whereby OpenPlay provides you with services, shall be governed by and construed in accordance with the internal laws of the State of California, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section, all disputes, controversies or claims (except civil wrongs or criminal acts, intentional or otherwise, committed by you) arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Los Angeles, California, before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and (iii) this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.’s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS’s panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party’s notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator’s award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.
Terms of Service Last Updated — September 1, 2013
