Effective: April 7, 2017
Welcome to OpenAP, an open-audience platform founded by Twenty-First Century Fox, Inc., Turner Broadcasting System, Inc., and Viacom International Inc. (the “Founding Members”). These Terms of Service (“Terms”) apply when you use a website that links or refers to the Terms (the “Site”) and are a legal contract between you and OpenAP (together with the Founding Members, “we” or “us”) so it is important that you review them carefully before using the Site. Your use of the Site indicates that you agree to follow and be bound by the Terms. If you do not agree to the Terms, do not access or use the Site. These Terms apply only to the Site and do not apply to the products or services that will be provided by OpenAP or its individual Members. “Members” refers to the Founding Members and any other entities that may join the platform in the future.
We may change the Terms or modify any features of the Site at any time at our sole discretion. The most current version of the Terms can be viewed by clicking on the “Terms of Service” link at the bottom of the Site’s home page. Any changes to the Terms will become effective when we post the revised Terms on the Site. If you continue to use the Site after changes are posted you will be deemed to have accepted the change.
- Compliance With Applicable Laws
You agree that you will not use the Site for any purpose that is unlawful or that is prohibited by these Terms, and that you will comply with all applicable laws and any conditions or restrictions imposed by these Terms. The Site is offered for your personal and non-commercial use only, and you are prohibited from using and are expressly not granted the right to use, the Site for any other purpose.
- Intellectual Property
Trademarks and Service Marks. All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs used on the Site, whether or not appearing with a trademark symbol, belong exclusively to OpenAP or its Members or licensors, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under any patent or trademark of OpenAP, its Members or affiliates, or any third party.
Copyright. The Site (including, but not limited to text, photographs, graphics, video, audio content, and computer code) are protected under the copyright laws of the United States and other countries. You acknowledge that all copyrights and other intellectual property rights related to the Site are owned by OpenAP or its third-party licensors to the full extent permitted under the United States Copyright Act, international copyright laws, and all other applicable laws. Unless expressly permitted by an authorized person in writing or as permitted by applicable law, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way use or exploit any part of the Site’s content.
If you believe in good faith that your copyrighted work has been reproduced on our site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by email at firstname.lastname@example.org. Please provide our copyright agent with the following information in writing:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
- Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address, so that we may contact you if necessary;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Third-Party Content and Links to Third-Party Websites
The Site may contain third-party owned content and links to other websites (“Linked Sites”). OpenAP does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of OpenAP, and OpenAP is not responsible for the content or privacy practices of the Linked Sites.
- Limitation of Liability
IN NO EVENT WILL OPENAP OR ITS MEMBERS AND THEIR SUBSIDIARIES AND AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SITE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF OPENAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OPENAP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to indemnify and hold harmless OpenAP, its Members and their subsidiaries, and affiliates, and their owners, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of the Terms. We reserve 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 us with such cooperation as is reasonably requested by us.
- Governing Law
This Agreement shall be governed by the laws of the United States and the State of New York. For any dispute arising out of these Terms or your use of the Site, you agree to the exclusive jurisdiction of and exclusive venue in the state and federal courts located in New York county, New York. By using the Site, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions.
Entire Agreement. Unless otherwise specified herein, the Terms constitute the entire agreement between you and OpenAP and govern your use of the Site. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Termination. OpenAP may terminate this agreement for any reason at any time. OpenAP reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Site, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.
No Waiver. The failure of OpenAP to enforce any provisions of the Terms or to respond to a breach by you or other parties shall not in any way waive its rights to enforce subsequently any terms or conditions of the Terms or to act with respect with similar breaches.