Subject to these Terms of Service, OARA.io Ltd. ("OARA", "us" or "we") will provide you a web based hosted service that allows you to store, retrieve, organize, compute and share data ("The Service") about your film and television properties within your organization, as well as with your (sub)-licensees, sales agents, licensors and other third parties on our database system (the "OARA Database"). The Service makes contractual and performance data about a film or television property with respect to a particular territory (the "Property") accessible online to some or all parties to the underlying license agreement. This is done by giving each party online access to certain sheets in the OARA Database that contain the information they would be entitled to receive under the license agreement. The pairing process and entry of the basic contractual terms, including the royalty waterfall that can be used by the distributor to create participation statements, is done by us on the basis of the license agreement and additional information provided by the parties. All other data entry is handled by the parties, although we also handle the creation and submission of royalty statements and box office figures upon request. To use The Service you need software (e.g. for uploading data or for exporting and viewing data in other data formats) and Internet access. The performance of The Service may be affected by these factors.
How to apply: In order to access and use The Service, an OARA account must first be created. You can apply for an OARA account by submitting the details of the Account Holder on the "Sign up" page on our website www.oara.io or by sending an email to firstname.lastname@example.org. Please ensure that any registration information you give to OARA is true, complete and up to date.
Account Holder:The Account Holder is the individual, company or other legal entity under whose name the OARA account is created. The Account Holder is responsible for all activities that occur under its account. Each Account Holder will fall into one of the following two user profile categories:
· Directly Charged User; or
· Free User.
The specific terms and access rights that apply to each user profile category are set out in the Schedule.
Contract Formation: If we accept an application for the creation of an OARA account, we will confirm this by email by sending you the login details. At that point a legally binding contract is formed between the Account Holder and us. If you apply for an OARA account to be created, you represent that you are authorized to enter into this contract for and on behalf of the Account Holder. In this case the words “you”, “your” and “User” shall apply to the Account Holder. The contract will be concluded in the English language and the provisions of these Terms of Service shall govern our agreement with the Account Holder and you. No other terms are implied by trade, custom, practice, or course of dealing. If you are successful in obtaining an OARA account, we will send you a username and allow you to create a password. This is the only means of accessing the OARA account. You are responsible for maintaining the confidentiality and security of your password. OARA is not liable for any damage arising from the unauthorized use of your password.
If you know or suspect that anyone other than you knows your OARA account login details or your password, please change your password immediately. If you have any concerns that your account may have been compromised or used for illegally by a third party, please notify us as soon as possible by emailing us at: email@example.com
Disabling an account: We reserve the right to suspend your OARA account at any time without prior notice if we suspect that your account is being used in a way that is not compliant with these Terms of Service, including, only upon reasonable prior notice, if you fail to pay the subscription fee (plus VAT, if applicable) or any other charges owed to us when due.
Refusal to create an account: We reserve the right, at our discretion, not to accept an application to create an OARA account. Where an application for an OARA account has not been successful you will not be charged.
Using The Service: To use The Service, it is necessary that you provide certain information about your film/television licenses and/or copies of royalty statements (together "Documents“). You can do this either by uploading a copy of the applicable distribution agreement or other agreement and/or the royalty statement to the OARA Document Center or by sending us the completed project data form that we provide to you upon request.
Rights granted to you: OARA grants you a non-exclusive, non-transferable right to use The Service solely for your own business purposes, subject to these Terms of Service. All rights not expressly granted to you are reserved by OARA, its shareholders and licensors. Unless you are classified as a Free User, you acquire a right to use The Service for a charge. For details about how transactions regarding your account are billed, please refer to the Schedule.
Your use of The Service must follow the rules set forth in this section (“Usage Rules”).
• You may use The Service only in accordance with these Terms of Service.
· You agree not to use The Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the OARA Database or any operating system.
· You must not do anything which could reasonably be expected to damage, disable, overburden, compromise or materially impair our systems or security, or The Service generally, or which is likely to interfere with any other party's use or enjoyment of The Service.
• You are responsible for all activity occurring under your OARA account(s). You shall promptly notify us of any unauthorized use of any password or account or any other known or suspected breach or failure of security that you become aware of.
· You agree not translate, merge, adapt, vary, alter or modify The Service in whole or in part nor permit any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use The Service on devices as permitted by us.
• The Service and the OARA Database contain proprietary information. You agree not to (i) license, sublicense, transfer, assign, distribute or otherwise commercially exploit or make available to any third party The Service or copy any features, functions or graphics of The Service or the OARA Database; (ii) interfere with or disrupt the integrity or performance of The Service or the data contained therein; or (iii) attempt to gain unauthorized access to The Service, the OARA Database or its related systems or networks or the data of any other User.
• OARA does not own any data, information or material that you enter into, submit or upload to the OARA Database or that we enter at your request ("Customer Data"). You are solely responsible for the accuracy, quality, legality, and rights of use of all Customer Data. You represent that you are the owner of the Customer Data, or have been granted all rights necessary from the owner of such data to use it to carry out The Service.
OARA and/or its licensors, where applicable, own all right, title and interest, including all intellectual property rights, proprietary technology (including software, processes, algorithms, user interfaces, know-how, designs and techniques) in and to The Service and the OARA Database. These Terms do not convey to you any rights of ownership in The Service or the OARA Database. The OARA name, the OARA logo, and the product names associated with The Service are trademarks of OARA.io or third parties, and no right or license is granted to use them.
The price for The Service will depend on the features you require and what type of OARA user you are. Details of the costs associated with The Service are set out on our website www.oara.io and vary depending on your user profile. We will always let you know in advance of any changes in our fees and will give you the opportunity to decide whether you want to continue using The Service prior to any increase in fees.
Payment: All prices quoted are in US-dollar and exclude any applicable VAT, which is payable by you. All price information is subject to change. To ensure proper payment, you are responsible for providing and maintaining complete and accurate contact and payment information in your account. You are responsible for any charges assessed by your bank or payment provider. All card payments are collected and processed by a third party card processor. By agreeing to these Terms of Service, you authorize us to send instructions to the financial institution that issued your card to take payments from your card account in accordance with these Terms of Service.
Non-payment: If subscription fees or other agreed charges, such as for our royalty statement service, become overdue, we reserve the right to suspend access to The Service until outstanding amounts are paid or close the Account Holder's account permanently. This includes situations where the Account Holder's credit card has expired.
Fees for multiple accounts: If you would like to use The Service to manage more than one business, you will need to sign up for multiple accounts and pay the subscription fee charged by us for each additional OARA account.
These Terms of Service will remain in full force and effect as long as you continue to access or use The Service, or until terminated by you or us for any reason set out in these Terms of Service.
Closure by you: You can request to close the Account Holder's OARA account at any time by sending us an email at firstname.lastname@example.org with your name and contact details. Unless otherwise agreed between us, no further subscription fees will be billed starting with the following month. No refund will be made for any subscription fees already billed and paid up to and including the month of cancellation.
Suspension and closure by us: If you (or any other user of the Account Holder's OARA account) fail to abide by these Terms of Service or carry out illegal activities, or if payment of the subscription fees is not made on time, we reserve the right to close the Account Holder's OARA account or suspend access to The Service. If we withdraw access to The Service because these Terms of Service have been breached, no refund will be payable by us. We also reserve the right to close any OARA account (including during any ‘free trial') for any reason, by giving the Account Holder three (3) months prior notice.
IMPORTANT: This section restricts the extent to which we are liable for any losses that may be suffered in connection with your use of The Service. It also requires the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.
No warranties or guarantees: We make no guarantee and do not warrant that The Service and the OARA Database will be suitable for your intended use, neither do we guarantee or warrant that they will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service. We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorized use. Any information presented as part of The Service does not constitute accounting advice. No oral or written information or advice given by OARA.io Ltd. or its representatives shall create a warranty.
Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter that it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of the possibility) including the following losses (whether direct or indirect): loss of profit; loss of anticipated savings; loss of sales or business; loss of or damage to goodwill; loss of use or corruption of software, data or information; and indirect and consequential losses.
Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service shall not exceed a total aggregate amount equal to the subscription fees which the Account Holder has paid to us in the previous three (3) months immediately preceding the earliest date in which such liability arises
Liability to us: If any individual accesses The Service using a password created to control access to the Account Holder's OARA’s account, then the Account Holder shall be held liable for any reasonable costs, losses and expenses incurred by us as a result of breach of these Terms of Service by such individual.
We have the right to modify or update The Service and the OARA Database (or any part thereof) with or without notice. These updates are designed to improve, enhance and further develop The Service or the OARA Database. You agree to receive such updates (and permit as part of your use of The Service).
We may make changes to these Terms from time to time. When these changes are made, we will make a new copy of the Terms available on our website and in the OARA Database. Your continued use of any part of The Service shall constitute your acceptance of the Terms of Service with the new modifications.
Nothing in these Terms or any agreement entered into between OARA and you is intended to or shall establish a partnership or joint venture, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
Should any particular provision in these Terms of Service be invalid or unenforceable, the remainder shall remain in full force and effect.
These Terms of Service are governed by the laws of the Republic of Malta and the parties submit to the exclusive jurisdiction of the courts sitting in Valletta, Malta with respect to any dispute (contractual or non-contractual) concerning these Terms of Service.
Purpose of this Schedule
This Schedule explains the different types of user profiles and the number of Projects that you may manage under each such profile without incurring additional fees. Each contract (e.g. license agreement, distribution agreement) for a motion picture or television series whose data is entered into the OARA database constitutes a “Project”.
You are classified as a Free user if you have subscribed to the OARA Silver Plan.
Service specification and features available to Free Users:
As a Free user you will have access to the following:
· DOCUMENT CENTER (statement upload)
· DISTRIBUTION (release date planning, P&A budget approval and Box Office reporting)
Data Access by other Users: As a Free user you agree that any royalty statement or other document or data file which you upload to the Document Center may be viewed by the individuals and entities that are entitled to receive it under any Distribution Agreement or other agreement you have with them, as well as by any other individual or entity, subject to your approval.
You are classified as a Directly Charged User if you hold a valid subscription to access The Service either under the OARA Gold Plan or the OARA Platinum Plan.
Service specification and features available to Directly Charged Users
As a subscriber to the OARA Gold Plan, you will have access to all features available under the OARA Silver Plan plus:
· create statements online
· full access to financials
· import and export revenue & cost data
As a subscriber to the OARA Platinum Plan, you will have access to all features available under the OARA Silver and the OARA Gold Plans plus:
· manage rights in and rights out
· create availability lists
You will pay a subscription fee for use of and access to The Service.
Subscription fee amount: A subscription fee for use of The Service is payable monthly in advance by the Account Holder. The subscription rates are posted on our Website and we may change these from time to time. Please see our Pricing Page for the rates in force for the current month. We will let you know in advance of any changes in our fees and will give you the opportunity to decide whether you want to continue using The Service prior to any increase in fees. If you change your subscription package, the change in the subscription payment amount will take effect at the next billing cycle.
Additional fees: If you are a Sales Agent, the maximum number of Projects that may be managed for the subscription fee applicable to the OARA Gold Plan or the OARA Platinum Plan is 500 per Account Holder. Additional fees apply for Projects in excess of this limitation. Please contact us for details.