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Operabase  TERMS AND CONDITIONS

For Professionals

For Artists

For Agents

 

Operabase  General Terms of Use

  1. Introduction

1.1 These general terms of use which by reference includes and integrates the documents set out in sec. 1.4 and any references herein ( collectively “Terms”) establish a legal agreement between Operabase  (Company Reg. No. --------------------------), Thistedgade 10, DK-2630 Taastrup, Denmark (“Operabase ”) and you being either an Artist, Professional or Agent (“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 Operabase  in its sole discretion) and any sub sites, sub domains (“Operabase  Websites”) hereto as well as any service offerings related hereto made available by Operabase  via the Operabase  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 the terms and conditions of these Terms. If the User does not accept these Terms, the User is not entitled to access, use and 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
  • Subscription Fee Terms

1.5 The supplemental terms and policies referred to in sec. 1.4 are made available at the Operabase  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. The User confirms that the User has read, understood and accepts these supplemental terms and policies prior to accepting these Terms.

  1. User Categories

2.1 The Services is made available for use by different categories of users – i.e. Artists, Professionals   and Agents, respectively (“User Category”/”User Categories”).

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

2.3 The Services made available by Operabase  varies depending on the applicable User Category selected by the User and 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.

  1. Use of the Services

3.1 In order to use the Services, the User must create a User account.

3.2 The User’s user account is a personal account that 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 user account details (including the User’s password) and for all activities that occur on or through the user account and agree that Operabase  is not responsible for any loss, damage or anything else arising out of the unauthorised use of the user account.

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

3.5 Operabase  does not guarantee that the Services will always be available or be uninterrupted. Access to the Services is permitted on a temporary basis. Operabase  may suspend, withdraw, discontinue or change all or any part of the Services subject to the procedures set out in these Terms. Operabase  will not be liable to the User if for any reason the Services is unavailable at any time or for any period.

3.6 Operabase  assumes no responsibility for the content of third-party websites linked to via the Operabase  Websites.

3.7 Operabase  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 and platform in order to access the Services.

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

  1. Operabase ’s approval of the User

4.1 Operabase  may accept or reject the User’s application in its sole and absolute discretion and Operabase  has no obligation to accept an application nor to provide the User with an explanation of or reasons for the rejection of the application.

4.2 If Operabase  decides to accept the User’s application Operabase  will grant the User with access to the Services, at which point a contract will come into existence between the User and Operabase  and the User’s profile will be activated on the Services as soon as practicable thereafter.

4.3 Operabase  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 if that is the case.

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

4.5 The User is solely responsible for maintaining the confidentiality and security of the user account details (including the password) and for all activities that occur on or through the user account and agree that Operabase  is not responsible for any loss, damage or anything else arising out of the unauthorised use of the User’s user account.

4.6 The User confirms that Operabase  has the right to disclose the User’s identity to any users of the Services and to any third party who is claiming that any content posted or uploaded by the User to the Operabase  Websites constitutes a violation of their intellectual property rights, or of their right to privacy.

4.7 Nothing in these Terms shall create a situation of agency or partnership between Operabase  and the User.

  1. 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 described in the User Specific Terms subject always to the User’s compliance with these Terms including payment of any fees owing to Operabase.

  1. Fees

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

  1. Amendments to the Services and these Terms

7.1 Operabase  is entitled but not obligated 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 Operabase  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”). Such 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 sec. 9.1.

  1. Intellectual property and use of content

8.1 All intellectual property rights in the Services are protected by applicable copyright laws and treaties throughout the world. All such intellectual property rights vested in the Services are owned and reserved by Operabase  and its licensors as applicable.

8.2 The User may not use the Operabase  trademark without Operabase ’s prior written agreement.

8.3 The User warrants, represents and undertakes to have the full right and authority of everyone who has a legal interest in any content uploaded by the User to the Operabase  Websites to upload that content and to allow Operabase  and Users fully to use such content (and in any manner agreed in any Engagement Contract) and that such uses will be lawful and not be a breach or infringement of any rights whatsoever. In addition, nothing in any content uploaded or so used will be infringing, criminally obscene, unlawful or defamatory.

8.4 The User understands that by using the Services, the User may encounter material that may be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. The User agrees to use the Services at its own sole risk and Operabase  has no liability to the User for any content that may be found to be offensive, indecent, or objectionable.

8.5 The User retains all ownership rights in its content but grants to Operabase  a non-exclusive and royalty-free license to use the User’s name and logo on the Services for the purposes of this Agreement.

  1. The User’s termination of these Terms

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

  1. Operabase ’s termination of these Terms

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

  1. Consequences of termination

11.1 On termination for any reason, all rights granted to the User under this Agreement shall immediately and automatically cease and the User must immediately cease any activities authorized by these Terms including use of the Services.

11.2 Termination of these Terms by Operabase  does not affect any accrued liabilities of the User at the date of termination and Operabase  continues to be entitled to be paid any fees owing including that the User shall not be entitled to any refund of fees already paid.

  1. Indemnification

12.1 The User must promptly notify Operabase  in writing in the event that the User becomes aware of (i) any breach or alleged breach of this Agreement and/or (ii) of any claim or alleged claim concerning infringement of third party rights including intellectual property rights from 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 (iii) any breach of any applicable legislation in connection with the User’s use of the Service.

12.2 The User must compensate, defend and indemnify Operabase  from and against any claims, damage and loss to the extent such claims, damage or loss are a result of (i) the User’s breach of this Agreement and (ii) any infringement of third-party rights, including intellectual property rights and/or violation of any applicable legislation.

  1. Warranty limitations and exclusions

13.1 Operabase  disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, obligations or duties regarding merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, quiet enjoyment, correspondence to description, non-infringement of third party rights, workmanlike effort and lack of negligence with respect to the Service and the entire risk related to the mentioned matters thus remains solely with the User.

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

  1. Limitation of liability

14.1 The liability of the parties is subject to the general rules of Danish law, save for the exceptions and limitations as expressly set out in this Agreement.

14.2 Operabase  is not liable vis-à-vis the User for any direct or indirect loss, including without limitation, compensation for loss of profit, operating loss, loss of data or reestablishment thereof, loss of image, product liability or any consequence of use of or failure to use the Service. The mentioned exclusions and limitations apply irrespective of whether such losses are caused by Operabase ’s actions or failures to act and irrespective of whether they can be attributed to Operabase  as negligent (including gross and ordinary negligence) or accidental.

14.3 Operabase ’ liability is in any circumstances subject to a monetary limitation of liability cap equal to a total aggregated amount of EUR 1,000 comprising any and all claims made by the User during each calendar year.

  1. Data protection and privacy

15.1 Operabase  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.

15.2 The User confirms that Operabase  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 and to any third party who is claiming that any content posted or uploaded by the User to the Operabase  Websites constitutes a violation of their intellectual property rights or of their right to privacy.

15.3 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 Operabase  Websites.

  1. Applicable law and jurisdiction

16.1 This Agreement is subject to Danish law, however, except for (i) all conflict of law rules and (ii) the UN Convention on Contracts for the International Sale of Goods (“CISG”), which do not apply.

16.2 Any dispute deriving from this Agreement must be settled by the ordinary Danish courts.

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Operabase  User Specific Terms - Professionals 

  1. Introduction

1.1 These user specific terms (“User Specific Terms”) forms part of and is integrated into the Terms agreed between Operabase  and the User.

1.2 These User Specific Terms sets 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 Professionals  .

1.3 The defined terms set out in the Terms shall apply correspondingly to these User Specific Terms.

  1. Professionals

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

2.2 For the purpose of these User Specific Terms the term “Professionals” shall include any User which (i) is established as a separate legal entity and (ii) hires artists such as Professionals  , orchestras, event producers, venues and the like. The aforesaid requirements are cumulative.

2.3 In the event of any dispute as to whether a User qualify as an Professionals, Operabase  will decide in its sole discretion if any given User qualify as an Professionals and thus is eligible to accept these User Specific Terms.

  1. Use Rights

3.1 The User is granted a non-exclusive and non-perpetual right to let its employees use the Services subject to purchase of a number of subscriptions corresponding to the number of employees who have access to the Services.

3.2 The User must acquire a number of subscriptions equal to the number of employees of the User who is granted access to the Services.

3.3 A subscription is personal to the employee of the User and must thus be allocated to a named employee of the User. Subscriptions may not be shared between employees of the User, and each employee must thus be assigned to an individual account assigned to the User.

3.4 The Services may be used solely for the 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.

  1. Services

4.1 The Services available is described in the then-current Services specification (“Services Specification”) available at the Operabase  Websites.

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

  1. Fees

The User must pay the then-current fees pursuant to the Subscription Fee Terms applicable to the specific subscription levels and number of named employees that the User has purchased.

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Operabase  User Specific Terms - Artists

  1. Introduction

1.1 These user specific terms (“User Specific Terms”) forms part of and is integrated into the Terms agreed between Operabase  and the User.

1.2 These User Specific Terms sets 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 an Artist.

1.3 The defined terms set out in the Terms shall apply correspondingly to these User Specific Terms.

  1. Artist

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

2.2 For the purpose of these User Specific Terms the term “Artist” shall include one single User who (i) must be an individual and thus not a legal entity and (ii) aims at or is making his/her living as a professional performing artist. The aforesaid requirements are cumulative.

2.3 In the event of any dispute as to whether a User qualify as an Artist, Operabase  will decide in its sole discretion if any given User qualify as an Artist and thus is eligible to accept these User Specific Terms.

  1. Use Rights

3.1 The User is granted a non-exclusive and non-perpetual right to use the Services subject to purchase of a subscription.

3.2 A subscription is personal to the User and must thus be assigned to an individual account assigned to the User.

3.3 The Services may be used solely for the 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.

  1. Services

4.1 The Services available is described in the then-current Services specification (“Services Specification”) available at the Operabase  Websites.

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

  1. Fees

The User must pay the then-current fees pursuant to the Subscription Fee Terms applicable to the specific subscription levels and number of named employees that the User has purchased.

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Operabase  User Specific Terms - Agents

  1. Introduction

1.1 These user specific terms (“User Specific Terms”) forms part of and is integrated into the Terms agreed between Operabase  and the User.

1.2 These User Specific Terms sets 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 an Agent.

1.3 The defined terms set out in the Terms shall apply correspondingly to these User Specific Terms.

  1. Agents

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

2.2 For the purpose of these User Specific Terms the term “Agent” shall include any User which (i) is registered as a separate legal entity or individual enterprise with the applicable business authority, (ii) performs business acting as manager for performing artists pursuant to a mandate with each artist and (iii) thus is entitled to represent performing artists vis-à-vis Professionals   (e.g. opera houses, orchestras, event producers, venues and the like) in connection with such Professionals  ’ hiring and contracting performing artists. The aforesaid requirements are cumulative.

2.3 In the event of any dispute as to whether a User qualify as an Agent, Operabase  will decide in its sole discretion if any given User qualify as an Agent and thus is eligible to accept these User Specific Terms.

  1. Use Rights

3.1 The Agent is granted a non-exclusive and non-perpetual right to let its employees use the Services subject to purchase of a number of subscriptions corresponding to the number of employees who have access to the Services.

3.2 The User must acquire a number of subscriptions equal to the number of employees of the User who is granted access to the Services.

3.3 A subscription is personal to the employee of the User and must thus be allocated to a named employee of the User. Subscriptions may not be shared between employees of the User, and each employee must thus be assigned to an individual account assigned to the User.

3.4 The Services may be used solely for the 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.

  1. Warranty

4.1 Agent represents and warrants that 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 Operabase  and Professionals and solely for the purpose of promoting such artists vis-à-vis Professionals engaging artists represented by the Agent.

4.2 It is the sole responsibility of the Agent to make sure that such authorization from each artist is in place.

4.3 Agent shall indemnify and hold harmless Operabase  against any and all claims made against Operabase  by any artist, Professionals or third party as a result of any failure of Agent to comply with this sec. 4.

  1. Services

5.1 The Services available is described in the then-current Services specification (“Services Specification”) available at the Operabase  Websites.

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

  1. Fees

The User must pay the then-current fees pursuant to the Subscription Fee Terms applicable to the specific subscription levels and number of named employees that the User has purchased.

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