Arts Consolidated ApS - TERMS AND CONDITIONS

Arts Consolidated ApS General Terms of Use

1. Introduction

1.1 These general Terms and Conditions of use, which by reference includes and integrates the documents set out in clause 1.4 and any references herein (collectively “Terms”), establish a legal agreement (“the Agreement”) between Arts Consolidated ApS, Lyngbyvej 20, DK-2100 København Ø, Denmark, and you (“the User”).

1.2 These Terms set out the general terms and conditions subject to which the User may use the then-current website www.Operabase.com (or such other URLs as may be designated by Arts Consolidated ApS in its sole discretion) as well as any sub sites and sub domains hereto (“Arts Consolidated ApS Websites”) as well as any service offerings related hereto made available by Arts Consolidated ApS via the Arts Consolidated ApS Websites (collectively “Services”).

1.3 The User accepts to be legally bound by these Terms by accessing, using or otherwise exploiting the Services subject to these Terms. If the User does not accept these Terms, the User is not entitled to access, use or otherwise exploit the Services.

1.4 These Terms refer to and include the following additional terms and conditions:

Data and Privacy Policy
Cookie Policy
User Specific Terms
The Subscription Fee Terms

1.5 The supplemental terms and policies referred to in clause 1.4 are made available at the Arts Consolidated ApS Websites. The Data and Privacy Policy, the Cookie Policy, the User Specific Terms and the Subscription Fee Terms form an integrated part of these Terms.

1.6 By accessing, using and/or subscribing to the Services, the User confirms that the User has read, understood and accepts the Terms.

2. User Categories

2.1 The Services are made available for use by different categories of users (“User Category”/”User Categories”):

“Visitors” shall mean any user who accesses the Arts Consolidated ApS Websites without creating a user profile
“Registered users” shall mean any user who creates a free account on the Arts Consolidated ApS Websites
“Premium users” shall mean any user who create a paying account on the Arts Consolidated ApS Websites

2.2 When accepting these Terms, the User must select and, if necessary. sign up for the User Category applicable to the User.

2.3 The Services made available by Arts Consolidated vary depending on the applicable User Category selected by the User. Additional specific and supplementary terms and conditions (“User Specific Terms”) apply to each User Category. The User may only enrol in the User Category for which the User fulfils the applicable eligibility requirements.

3. Use of the Services

3.1 In order to use the Services, the User must create an account in the applicable User Category.

3.2 The User’s account is a personal account and may only be used by the User to access and use the Services.

3.3 The User is solely responsible for maintaining the confidentiality and security of the User’s account details (including passwords) and for all activities that occur on or through the account. The User accepts and agrees that Arts Consolidated is not responsible for any loss or damage arising from unauthorised use of the User’s account.

3.4 Arts Consolidated is entitled to disable any user identification code or password, whether chosen by the User or allocated by Arts Consolidated, at any time, if the User in Arts Consolidated’s reasonable opinion has failed to comply with any of the provisions of the Agreement.

3.5 Arts Consolidated does not guarantee continuous or uninterrupted availability of the Services. Arts Consolidated reserves the right to suspend, withdraw, discontinue or modify any part or all of the Services subject to the procedures set out in clause 7. Arts Consolidated shall not be liable to the User for unavailability of the Services at any time or for any duration.

3.6 Arts Consolidated does not guarantee that the Services will be secure or free from bugs or viruses. The User is responsible for configuring the information technology, computer programmes, platform etc. in order to access the Services.

3.7 The User shall not misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The User shall not attempt to gain unauthorised access to the Services, the server on which the Services are stored, or any server, computer or database connected to the Services. The User shall not attack the Services via a denial-of-service attack or a distributed denial-of service attack. In the event of any such breach, the User’s right to use the Services will cease immediately.

3.8 Arts Consolidated assumes no responsibility for the content of third-party websites linked to via the Arts Consolidated Websites.

3.9 Arts Consolidated reserves all rights to the content available on the Arts Consolidated Websites, including the right to utilise the content for the purpose of text and data mining, and scraping, cf. section 11 b of the Danish Copyright Act, and Article 4 of the DSM Directive (Directive (EU) 2019/790). The User is prohibited from using any Large Language Models (‘LLMs’), including but not limited to GPT-3, GPT-4, or any other automated systems, software, or tools, to extract, collect, scrape or otherwise to gather data or content from the Arts Consolidated Websites and Services for any purpose, without prior and express written consent from Ars Consolidated.

4. Arts Consolidated’s approval of the User

4.1 Arts Consolidated may accept or reject the User’s application in its sole and absolute discretion. Arts Consolidated has no obligation to provide the User with an explanation of or reasons for the rejection of the application.

4.2 If Arts Consolidated decides to accept the User’s application, Arts Consolidated will grant the User access to the Services, at which point an agreement will come into existence between the User and Arts Consolidated. The User’s profile will be activated on the Services as soon as practicably possible thereafter.

4.3 Arts Consolidated may require the User to provide details of the User’s identity in accordance with relevant anti-money laundering policies in place from time to time and will inform the User hereof if it is necessary.

4.4 The User confirms that Arts Consolidated has the right to disclose the identity and all other information of the User provided to Arts Consolidated to any other users of the Services subject to the privacy settings chosen by the User.

4.5 The User confirms that Arts Consolidated has the right to delete content if a third party is claiming that any content posted or uploaded by the User to the Arts Consolidated Websites constitutes a violation of their intellectual property rights, or of their right to privacy.

4.6 Nothing in these Terms shall create a situation of agency or partnership between Arts Consolidated and the User.

5. Use rights to the Service

5.1 The User is granted a personal, non-exclusive and non-perpetual right to use the Services as further specified in the User Specific Terms subject to the User’s compliance with these Terms including payment of any fees owed to Arts Consolidated.

6. Fees

6.1 The User must pay the then-current fees applicable as set out in the Subscription Fee Terms.

7. Amendments to the Services and these Terms

7.1 Arts Consolidated is entitled to continuously implement changes, updates, alterations and improvements of the functionality of the Services but is not subject to any obligation to do so.

7.2 Arts Consolidated is entitled to change, revise or otherwise modify these Terms including the Data and Privacy Policy, the Cookie Policy, the Subscription Fee Terms and/or the User Specific Terms at any time (“Changes”). Changes will be notified with at least two (2) months’ notice.

7.3 If the User does not want to accept such Changes, the only remedy of the User is to terminate these Terms for convenience in accordance with clause 15.

8. Intellectual property and use of content

8.1 Content produced by Arts Consolidated

8.1.1 All content of the Websites or in relation to the Services, made available through any of Arts Consolidated’s Services, including, but not limited to, text, graphics, trademarks, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, are owned by Arts Consolidated or its licensors as applicable. All intellectual property rights are protected by applicable legislation throughout the world.

8.1.2 The User may not use Arts Consolidated’s trademarks, or any other intellectual property rights owned by Arts Consolidated, without Arts Consolidated’s prior written consent.

8.1.3 Arts Consolidated reserves the right to take legal action against any unauthorized use of its intellectual property rights. Unauthorized use may result in civil or criminal sanctions.

8.2 Content uploaded by the User

8.2.1 The User can upload content to the Arts Consolidated Websites. The User understands and warrants that nothing in any content uploaded will be infringing, criminally obscene, unlawful or defamatory.

8.2.2 The User warrants, represents, and undertakes to have the full right and authority of everyone who has a legal interest or right in any content uploaded by the User. This includes any intellectual property rights, including, but not limited to, the right to upload the content and permit Arts Consolidated to fully use the content in any manner by granting to Arts Consolidated a non-exclusive and royalty-free license to use the User’s name and logo and any content uploaded by the User in relation to the Services for the purposes of the Agreement.

8.2.4. The User accepts and agrees that by warranting having the right and authority, including intellectual property rights, to the content uploaded by the User, the User bears the sole responsibility for the content being non-infringing of any rights whatsoever. The User accepts to indemnify Arts Consolidated for any intellectual property claims filed against Arts Consolidated due to the content uploaded by the User.

8.2.5 The User agrees to cooperate fully with Arts Consolidated in the defence of any claim that may arise from the use of the uploaded content. The User also agrees to provide any necessary documentation or evidence to support their warranties and representations under the Agreement.

9. Intellectual property complaints

9.1 Arts Consolidated respects the intellectual property rights of third parties. If you believe that your work has been copied or used in a way that constitutes an infringement of your rights, please provide Arts Consolidated written notice hereof as outline below in clause 9.4.

9.2 When providing Arts Consolidated a notice pursuant to clause 9.4 below, please provide all of the following information:

A description of the work(s) that you claim has been infringed,
A description of the location of the work(s) on the Services, including, if possible, a link hereto,
A declaration from you affirming that the information provided in your notice is accurate and that you are either the right holder or authorized to act on behalf of the right holder,
A declaration from you asserting that you have a good-faith belief that the contested use is not permitted by the right holder, a person authorised to act on behalf of the right holder, or the law,
Your address, telephone number, and e-mail address, and
A signature (electronic or physical) of the person who has been authorised to act on behalf of the right holder.

9.3 Please note that your notice will only be regarded if all the information stated in clause 9.2 above is included.

9.4 For notice of infringement of IP rights on the Websites, Arts Consolidated can be reached at:

contact@operabase.com

Please note that this procedure is exclusively for notice of infringements of IP rights. Inquiries regarding other matters will be disregarded.

9.5 Following your notice, Arts Consolidated will assess the matter and notify you of the result of the assessment and the possible next steps. If it is deemed appropriate under the circumstances, Arts Consolidated may take down the infringing content and/or terminate the accounts of User(s).

9.6 Arts Consolidated reserves the right to seek legal remedies against any User who knowingly submits a false or misleading notice of infringement of IP rights.

10. Indemnification

10.1 The User shall promptly notify Arts Consolidated in writing in the event that the User becomes aware of

any breach or alleged breach of the Agreement and/or
of any claim or alleged claim concerning infringement of third-party rights including intellectual property rights of any third party pertaining to the User’s use of the Services, including without limitation claims or alleged claims that data stored or distributed by the User using the Service infringes any third-party rights, including intellectual property rights and/or
any breach of any applicable legislation in connection with the User’s use of the Service.

10.2 The User shall compensate, defend and indemnify Arts Consolidated from and against any claims, damage and loss to the extent such claims, damage or loss are a result of

the User’s breach of the Agreement and/or
any infringement of third-party rights, including intellectual property rights and/or violation of any applicable legislation, and/or
any claims, damage, and loss arising from the User’s unauthorized use of the Services

11. Warranty limitations and exclusions

11.1 Arts Consolidated disclaims all warranties and representations, whether express, implied, or statutory. This includes, but is not limited to, any warranties regarding merchantability, fitness for a particular purpose, absence of viruses, accuracy or completeness of responses, results and non-infringement of third-party rights. The risk associated with these matters remains solely with the User.

11.2 The limitations and exclusions apply to the widest extent permitted by applicable law.

12. Limitation of liability

12.1 The parties are liable in accordance with Danish law with the limitations and exclusions set out below.

12.2 Arts Consolidated is only liable for direct losses.

12.3 Arts Consolidated is not liable vis-à-vis the User for any indirect or consequential losses, including without limitation, compensation for loss of profit, operating loss, loss of data or reestablishment thereof, or loss of image. The mentioned exclusions and limitations apply irrespective of whether such losses are caused by Arts Consolidated’s actions or failures to act and irrespective of whether they can be attributed to Arts Consolidated as negligent or accidental.

12.4 The total aggregate liability of Arts Consolidated’s shall under all circumstances be maximized at EUR 1,000 comprising any and all claims made by the User during each calendar year.

13. Force Majeure

13.1 Neither party shall be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, or governmental actions.

13.2 The affected party shall promptly notify the other party of the occurrence of a force majeure event and shall use all reasonable efforts to mitigate the effects of the event.

14. Data protection and privacy

14.1 Arts Consolidated collects and processes information, including personal data, provided by the User in relation the User’s use of the Services. Such collection and processing will be governed by these Terms including the then-current Data and Privacy Policy and Cookie Policy applicable at any time.

14.2 The User confirms that Arts Consolidated has the right to disclose the User’s identity and any content provided by the User including regarding individuals to any other users of the Services subject to the privacy settings chosen by the User.

14.3 In addition to and without limiting any other provisions, the User confirms that the User has obtained all necessary rights and consents to upload any content regarding any individual to the Arts Consolidated Websites.

15. The User’s termination of these Terms

15.1 The User may terminate these Terms and remove its profile from the Services at any time by giving Arts Consolidated one (1) week’s written notice.

16. Arts Consolidated ’s termination of these Terms

16.1 Arts Consolidated may terminate these Terms at any time and remove the User’s profile from the Services at any time by giving the User one (1) week’s written notice.

17. Consequences of termination

17.1 Upon termination, all rights granted to the User under the Agreement shall cease immediately and automatically, and the User must immediately cease any activities authorized by these Terms including use of the Services.

17.2 Termination of these Terms by Arts Consolidated does not affect any accrued liabilities of the User at the date of termination.

17.3 Arts Consolidated continues to be entitled to be paid any fees owed by the User during the term of the Agreement. The User shall not be entitled to any refund of fees already paid.

18. Applicable law and jurisdiction

18.1 These Terms and Conditions are governed by Danish law

18.2 This choice of law does not affect consumer protection under the applicable law of your country of residence, unless otherwise required by Regulation (EC) 593/2008 of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation).

18.3 Any dispute deriving from the Agreement must be settled by the ordinary Danish courts, unless otherwise required by Regulation (EC) 593/2008 of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation).

Arts Consolidated User Specific Terms – Premium Users

1. Introduction

1.1 These User Specific Terms form part of and are integrated into the Terms agreed between Arts Consolidated and the User.

1.2 These User Specific Terms set out the additional and supplementary terms and conditions applicable to Users which qualify and are eligible to execute the Terms and these User Specific Terms as Premium Users, including Professionals, Artists, and Agents.

1.3 All definitions specified in the Terms shall apply correspondingly to these User Specific Terms.

2. Premium Users

2.1 These User Specific Terms are applicable only to Users which qualify and are eligible as Premium Users.

2.2 For the purpose of these User Specific Terms, the term “Premium Users” shall include:

“Professionals”: Any User which is i) established as a separate legal entity and ii) hires artists such as orchestras, event producers, venues, and the like.

“Artists”: Any i) individual User who ii) aims at or is making his/her living as a professional performing artist.

“Agents”: Any User which is i) registered as a separate legal entity or individual enterprise with the applicable business authority, ii) performs business acting as a manager for performing artists pursuant to a mandate with each artist, and iii) is entitled to represent performing artists vis-à-vis Professionals in connection with such Professionals hiring and contracting performing artists.

“Accademia”: Any User that qualifies as a premium institution, including but not limited to universities, conservatories, academies, competitions, and young artist programs, which engage with performing artists in an educational, developmental, or career-launching capacity.

The aforesaid requirements are cumulative for each category.

2.3 In the event of any dispute as to whether a User qualifies as a Premium User, Arts Consolidated will make a decision in its sole discretion and only accept the User if the User is eligible to accept pursuant to these User Specific Terms.

3. Right of Use

3.1 Premium Users are granted a non-exclusive and non-perpetual right to use the Services subject to the purchase of a subscription.

3.2 For Professionals and Agents, the right of use extends to their employees, provided that a number of subscriptions corresponding to the number of employees who have access to the Services are purchased. Each subscription is personal to the employee and must be allocated to a named employee. Subscriptions may not be shared between employees, and each employee must have an individual account assigned to her/him.

3.3 For Artists, the subscription is personal and shall be an individual account assigned to the Artist.

3.4 The Services may be used solely for the Premium User’s own internal purposes and may not be used, made available, or otherwise exploited for the direct or indirect benefit of any third-party.

4. Services

4.1 The Services available are described in the then-current Services specification (“Services Specification”) available on the Arts Consolidated Websites.

4.2 The Services available will depend on the level of subscription purchased and paid for by the Premium User as set out in the Services Specification.

5. Fees

5.1 Premium Users must pay the then-current fees pursuant to the Subscription Fee Terms applicable to the specific subscription levels and number of named employees (for Professionals and Agents) or individual accounts (for Artists) that the Premium User has purchased.

6. Additional Provisions for Agents

6.1 Warranty: The Agent represents and warrants that the Agent will use the Services only to promote artists who have explicitly authorized the Agent to act on behalf of such artists vis-à-vis Arts Consolidated and Professionals and solely for the purpose of promoting such artists vis-à-vis Professionals engaging artists represented by the Agent.

6.2 It is the sole responsibility of the Agent to ensure that such authorization from each artist is in place.

6.3 The Agent shall indemnify and hold harmless Arts Consolidated against any and all claims made against Arts Consolidated by any artist, Professional, or third-party as a result of any failure of the Agent to comply with this clause 6.

Fotografies