Content Upload Terms of Use

Olapic, Inc. (“Olapic”) provides social content management services to Rosewood Hotels and Resorts, L.L.C. and its affiliated companies (“Rosewood”) in connection with Rosewood’s marketing, promotional, advertising and other customer related activities (hereinafter the “Rosewood Services”). On behalf of Rosewood, among other things, Olapic facilitates the collection and uploading to Olapic’s own website at www.olapic.com (the “Site”) and to websites (including but not limited to www.rosewoodhotels.com), social media sites, blogs and other digital properties operated by Rosewood (hereinafter the “Rosewood Sites”) of photos, text, graphics, audio, video, location information, comments and other materials from social media sites, including but not limited to Facebook, Twitter, Instagram, Tumblr, Flickr, YouTube and Vine that users have tagged or permitted others to tag with Rosewood-related hashtags or geo-location tags and/or that users or others acting on their behalf or with their permission upload directly with or without tags onto the Rosewood Sites (hereinafter collectively “User Content”) for use by Rosewood connection with its business, including but not limited to the Rosewood Services. Olapic also provides services to users on the Site and/or elsewhere, including on or in connection with the Rosewood Sites that relate to the Rosewood Services (hereinafter the “Services”). Your use of this Site and the Services in any manner and your User Content are 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 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 the entire Site and Services and to your User Content unless otherwise provided. In addition, to the extent your User Content is displayed on the Site or on any of the Rosewood Sites or in connection with the Services, you also will be subject to additional terms of use, agreements, guidelines or rules provided by Rosewood applicable to such Services and User Content, including but not limited to those set forth on Rosewood’s website at http://www.rosewoodhotels.com/en/privacy-policy, and you hereby agree to be bound by such additional terms of use or service, agreements, guidelines, instructions or rules provided or posted by Rosewood and applicable to such Services, hereinafter the “Rosewood Terms”. These TOU also incorporate the terms of the Olapic Privacy Policy. Please see our full privacy policy at: http://olapic.com/info/privacy-policy/. Subject to these Terms, Olapic grants you a limited license to use the Site and the Services with respect to your User Content in accordance with these Terms, Olapic’s Privacy Policy and the Rosewood Terms. 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 Site and Services. You certify to Olapic that you are at least 18 years of age or use the Site and 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.

The Rosewood Sites and the content and proprietary materials and other materials and/or information contained or displayed on the Rosewood Sites other than your User Content (hereinafter the “Rosewood Content”) and Rosewood’s business practices and policies (including but not limited to its privacy policies) are not subject to Olapic’s control, and Olapic is not responsible for and makes no claims, representations or warranties regarding the accuracy or legality of any person’s or entity’s content, including but not limited to any User Content, the Rosewood Sites, the Rosewood Content, the Rosewood Services, or Rosewood’s business practices or policies.  

User Content

By accepting these Terms, you hereby agree that every time you and/or someone else acting on your behalf or with your direct or implied permission upload(s), post(s), display(s) and/or otherwise use(s) your User Content on and/or in connection with any websites, social media websites or platforms, blogs, or other online forums or media, including but not limited to those listed above, regardless of whether you or others acting on your behalf or with your permission see or accept these Terms or any modifications thereof in the future, you hereby grant to Olapic and to Rosewood and the owners of the hotels and resorts managed by Rosewood, and each of their related companies (including all subsidiaries, affiliates and parents), and all of their respective agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, and third-party service providers, and their respective retail partners and any other third parties engaged by any of the foregoing, including but not limited to marketing or public relations agencies, and the employees, officers and directors of all of the foregoing (hereinafter collectively, the “Licensed Parties”) the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right to use your User Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and 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, descriptions of you, location or other identifying information, including but not limited to your voice, in connection with any use of your User Content. You hereby agree and represent and warrant that (i) you are solely responsible for your User Content, (ii) you own all rights in and to your User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to such User Content, (iii) you are not a minor, (iv) the Licensed Parties’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

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, including, but not limited to, any claim, regardless of the merit of that claim, that any portion of the User Content violates the intellectual property rights of a third party.

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 this Site or 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 this Site or 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 third parties in other countries so that they may process personal information on Olapic’s and its customers’ behalf. By using the Site or the Services or otherwise providing Olapic with personal information, you agree to the foregoing collection, use, disclosure, transfer and processing of your information in accordance with the terms of these Terms, the Privacy Policy, the Rosewood Terms, and applicable data protection laws and regulations.

The Licensed Parties reserve the right to remove any User Content from the Site, and the Rosewood Sites and/or to discontinue the Services at any time, for any reason. If you believe any content, including User Content, residing on the Site or on the Rosewood Sites or displayed or used in connection with the Services infringes any person’s or entity’s copyright rights, please refer to our Copyright Policy below.
 

Intellectual Property Rights

The Site and Services contain proprietary information owned by Olapic, including, but not limited to, text, software, photos, videos, graphics and other materials, all of which is protected by copyright, trademark and other intellectual property laws. Rosewood owns all rights in or are licensed to use the Rosewood Sites and the Rosewood Content and the Rosewood Sites and the Rosewood Content are 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 or accessing the Site, the Services or the Rosewood Sites.
 

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 content, including User Content or other material residing on or accessible through the Site or Services infringes a copyright, you may 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.
Attn: Olapic Designated Agent
151 West 25th Street, Floor 5, New York, NY 10001
646-795-6510 (phone)

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 infringers’ access to the Site and/or use of the 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 Site and/or use of the Services.

Limitation of Liability

IN NO EVENT WILL THE LICENSED PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE 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 SITE, THE SERVICES AND/OR THE ROSEWOOD SITES. YOU HEREBY ASSUME ALL RISK FOR ANY DAMAGES, CLAIMS OR INJURIES AND HEREBY ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CONTENT DISPLAYED ON THE SITE, AND/OR THE ROSEWOOD SITES AND/OR IN CONNECTION WITH THE SERVICES. IN ADDITION, THE LICENSED PARTIES SHALL NOT BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS OCCURRING, OR AUTHENTICITY OF, INFORMATION PROVIDED, IN CONNECTION WITH THE SITE, THE SERVICES AND/OR THE ROSEWOOD SITES; 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 LICENSED 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 SITE, SERVICES AND THE ROSEWOOD SITES 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, THE LICENSED PARTIES MAKE NO REPRESENTATION OR WARRANTY TO YOU THAT YOUR USE OF THE SITE, THE SERVICES AND/OR THE ROSEWOOD SITES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, VIRUSES OR MALWARE, OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY THEREOF WILL BE CORRECTED; OR (C) WILL CONTAIN ACCURATE OR RELIABLE INFORMATION. 
 

Indemnity

You agree to defend, indemnify and hold harmless the Licensed Parties from and against all claims and expenses (including attorneys’ fees) arising out of the use of the Site, the Services and/or the Rosewood Sites, by you or any other person using an account of yours, and/or your posting or use of your User Content, and/or your breach of any of your foregoing representations and warranties. 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 Site or the Services or may cease use of your User Content. You agree that any termination of your access to the Site or the Services or cessation of use of your User Content by the Licensed Parties under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Olapic or others acting with it or on its behalf may immediately remove all related information and files associated with your use of the Site, the Services or User Content. 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, the Services or relating to your User Content 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 use the Services or post any User Content 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
151 West 25th Street, Floor 5
New York, NY 10001