Content Upload Terms of Use

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Olapic, Inc. (“Olapic”) provides social content management services (the “Services”) for brands (“Brands”) subject to the following Terms of Use (“TOU”, “Terms of Use” or “Terms”). Olapic reserves the right to alter these Terms of Use without advance notice by posting a revised Terms of Use. Accordingly, you should review the Terms of Use each time you access the Olapic website available at olapic2016.wpengine.com (the “Site”) or use the Services, to stay informed of any changes to the Terms of Use. Any access or use of the Site or Services by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.

Use of the Services

These TOU apply to all of the Olapic Site and Services, unless otherwise provided. In addition, when using Services provided by Olapic to a Brand, you may be subject to additional terms of use, agreements, guidelines or rules provided by the Brand applicable to such Services. These TOU incorporate the terms of the Olapic Privacy Policy. Please see our full privacy policy at: http://olapic.com/privacy-policy/. Subject to these Terms, Olapic grants you a limited license to use the Olapic Services in accordance with these Terms, Olapic’s Privacy Policy and any terms of service, instructions and guidelines posted by Brands with whom you interact. Olapic reserves the right to terminate your license to use the Site and Services at any time and for any reason. Olapic may change, suspend or discontinue your use of the Site and Services for any reason at any time, including discontinuing the availability of any feature, database or content.

You are solely responsible for your use of the Services. You certify to Olapic that you are at least 18 years of age or use the Services only under the supervision of a parent or legal guardian. You also certify that you are legally permitted to use the Services and access the Site.

Olapic facilitates the direct upload of user photos, text, graphics, audio, video, location information and comments (“User Content” or “User Generated Content”) to websites and other digital properties operated by Brands, for use by the Brands in marketing, promotional, advertising and other customer engagement channels, as well as the collection of User Content from social media sites on behalf of Brands. Brand properties and the content residing thereon, and Brand business practices and privacy policies are not under Olapic’s control, and Olapic is not responsible for and makes no claims regarding the accuracy or legality of any User Content, Brand Content or anything therein. The inclusion of User Content on the Site or Services does not imply Olapic’s endorsement of or any affiliation with you, the User Content, or any Brand featured in such User Content.

User Content

You may directly upload User Content or post User Content to your social media accounts. By uploading User Content and posting User Content that you have tagged with Brand hashtags to social media platforms, you grant to the Brand, its third-party service providers who provide content management services including Olapic, and its retail partners (collectively, the “Licensed Parties”) the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to use your uploaded or Brand-tagged User Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on its webpages, social media pages operated by the Licensed Parties, promotional e-mails and advertisements, and in other marketing, promotional and advertising initiatives, in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Content in any manner in their sole discretion, with no obligation to you whatsoever. You grant the Licensed Parties the right to use your username, real name, image, likeness, caption, location or other identifying information in connection with any use of your User Content.

You hereby represent and warrant that (i) you own all rights in and to your User Content, (ii) if the User Content is subject to third party proprietary rights, you have all necessary licenses, rights, consents, and permissions to publish the User Content you submit and to grant the rights granted herein, including permission from all person(s) appearing in your User Content; (iii) you are not a minor, (iv) you are legally entitled to post the User Content, and the Licensed Parties’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, privacy, publicity or other proprietary rights, of any third party or any law, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive. You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of your User Content.

The User Content that you submit is deemed non-confidential and the Licensed Parties have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to the Licensed Parties’ respective privacy policies. By using the Services, you are consenting to Olapic’s collection of any personal information you provide, on behalf of the Licensed Parties for the Licensed Parties’ use and disclosure in connection with the use of your User Content as described herein. If you do not agree to the collection, use and disclosure of your personal information in this way, please do not use the Services or otherwise provide Olapic with personal information. Your personal information may be transferred to servers located outside the country in which you live or to affiliates or other trusted third parties based in other countries so that they may process personal information on Olapic’s and its customers’ behalf. By using the Services or otherwise providing Olapic with personal information, you agree to such collection, use, disclosure, transfer and processing of your information in accordance with the terms of these Terms, the Privacy Policy and applicable data protection laws and regulations.

You are solely responsible for any User Content that you submit. You are legally liable for the User Content that you submit including, for example, material protected by copyright, trademark, patent or trade secret law or other proprietary rights laws without permission of the author or owner or subject featured in such submission, or defamatory comments.

The Licensed Parties reserve the right to remove any User Content from the Site, the Brand properties and the Services at any time, for any reason. If you believe User Content residing on the Site or the Services infringes a copyright, please refer to our Copyright Policy below.

Intellectual Property Rights

The Olapic Site and Services contain proprietary information owned by Olapic, including, but not limited to, text, software, photos, video, graphics and the entire contents of the Olapic Site and Services, protected by copyright, trademark and other intellectual property laws. The Licensed Parties’ properties contain proprietary information owned by or licensed to the Brand or its retail partner, and protected by copyright, trademark and other intellectual property laws. You acknowledge and agree that you do not acquire any ownership or other rights in proprietary information and materials of Olapic and the Licensed Parties by using the Olapic Site or Services.

Copyright Policy

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, you may provide us with written notification of your claim in accordance with the requirements of the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”) summarized below.

If you believe that any User Content or other material residing on or accessible through the Site or Services infringes a copyright, please send a written notification of copyright infringement by regular mail (not e-mail) to the following “Designated Agent” for purposes of receiving notice under the DMCA relating to the Site and Services:

Olapic Inc.
Brookfield Place
250 Vesey Street, 4th Floor
New York, NY 10281
(888) 399-6685

To be effective, the written notification must include the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Olapic to locate the material;
  • Information reasonably sufficient to permit Olapic to contact the complaining party, such as an address, telephone number and if available an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Once proper infringement notification is received by the Designated Agent, it is Olapic’s policy to: (a) remove or disable access to the infringing material; (b) notify the provider of the material or user that it has removed or disabled access to such material; and (c) terminate repeat infringers’ access to the Site and Services.

A person who receives a notification of alleged copyright infringement, and believes that the claim is erroneous, may submit a counter notification to Olapic’s Designated Agent within thirty (30) days of the date the material was removed from the site. To be effective, a counter notification must be a written communication that includes substantially the following:

  • A physical or electronic signature of the person submitting the counter notification;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that the person submitting the counter notification has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  • The name, address and telephone number of the person submitting the counter notification and a statement that such person consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if such person’s address is outside of the United States, for any judicial district in which Olapic may be found, and that such person shall accept service of process from the person who provided the infringement notification or from their agent.

Upon receipt of a counter notification, containing the information as outlined above, Olapic shall promptly provide the complaining party with a copy of such counter notification and shall inform the complaining party that it will replace the removed material or cease disabling access to it. Olapic shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the counter notification, provided Olapic’s Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity on the Olapic Site or Services.

Limitation of Liability

IN NO EVENT WILL OLAPIC, ITS AFFILIATED COMPANIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE OLAPIC SITE OR SERVICES, BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE OLAPIC SITE OR SERVICES. YOU HEREBY ASSUME ALL RISK FOR ANY DAMAGES, CLAIMS OR INJURIES AND HEREBY ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CONTENT ON THE OLAPIC SITE AND SERVICES. IN ADDITION, NEITHER OLAPIC NOR ITS AFFILIATED COMPANIES SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, OR INAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE OLAPIC SITE OR SERVICES; OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU; OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Disclaimers

THE OLAPIC SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.

IN PARTICULAR, OLAPIC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY TO YOU THAT: (A) YOUR USE OF THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SITE OR SERVICES WILL BE CORRECTED.

Indemnity

You agree to defend, indemnify and hold harmless Olapic, its affiliates and their respective directors, officers, employees and agents, from and against all claims and expenses (including attorneys’ fees) arising out of the use of the Olapic Site or Services, by you or any other person using an account of yours. Olapic reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide Olapic with such cooperation as is reasonably requested by Olapic.

Termination

You agree that Olapic, in its sole discretion, may terminate your use of the Olapic Site or Services. You agree that any termination of your access to the Site or Services under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Olapic may immediately remove all related information and files associated with your use of the Site or Services. All provisions of these Terms which by their nature should survive termination shall survive termination; including, but not limited to, intellectual property rights, limitation of liability, disclaimer of warranty and indemnification.

Miscellaneous

These Terms of Use, the Olapic Privacy Policy and any operating rules for the Site or Services constitute the entire agreement between Olapic and you with respect to the subject matter hereof; and supersede all previous written or oral agreements between the parties with respect to the subject matter hereof.

These Terms of Use are personal to you and may not be assigned or transferred by you for any reason whatsoever without Olapic’s prior written consent; and any action or conduct in violation of the foregoing shall be void and without effect. Olapic expressly reserves the right to transfer, assign or delegate these Terms of Use and any of its rights or obligations hereunder without consent.

You agree that if Olapic does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Olapic has the benefit of under any applicable law), this will not be taken to be a formal waiver of Olapic’s rights and that those rights or remedies will still be available to Olapic.

The Terms of Use, and your relationship with Olapic, shall be governed by the laws of the State of New York, USA without regard to its conflict of laws rules. If you access the Site or Services from any location other than the United States, you accept full responsibility for compliance with all local laws. You and Olapic agree to submit to the exclusive jurisdiction of the courts located within New York City, New York, USA to resolve any legal matter arising from the Terms of Use and your relationship with Olapic. Notwithstanding this, you agree that Olapic shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use are invalid, then that provision will be removed without affecting the rest of the Terms of Use. The remaining provisions of these Terms of Use will continue to be valid and enforceable.

Any notices required or permitted by these Terms must be in writing and in English and shall be deemed effective upon receipt when sent by confirmed e-mail to legal@olapic.com or when delivered in person by a nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid to:

Olapic Inc.
Attn: Legal
Brookfield Place
250 Vesey Street, 4th Floor
New York, NY 10281

Copyright 2015 Olapic, Inc.
All rights reserved.

Last updated: December 1, 2015