Terms of Service
1. Acceptance of terms and conditions / Amendments of terms and conditions
Please read these Terms of Service (hereinafter “Agreement” and/or “Terms of Service”) carefully before using http://www.nothinlike.com and its subdomains (together referred to as the “Site”) operated and owned by MiddayHeat Ltd a company registered in the United Kingdom with its registered office at 37-38 Long Acre, WC2E 9JT, London (hereinafter referred to as “We” and/or “Us” and/or “Company”) as legally binding terms and conditions under which you as a user (hereinafter referred to as “You”) will be entitled to exploit services offered by Us as a photo contest creator and/or publisher of photographs to be inserted in the Site jointly with photographs published by other competitors, within contests organized by You and/or any other user at terms and conditions agreed under this Agreement.
This Agreement sets forth the legally binding terms and conditions for use of the Site.
By clicking the “Sign Up” button You will register to the Site providing Us with compulsory (name, surname and e-mail address) and voluntary data and information (social network connections, address, nationality, date of birth, etc.).
Certain services may contain additional terms and conditions.
From time to time - by posting changes or updated version on the Site - We may modify, amend, update or reformulate the Terms of Service at our own discretion without any prior notice by Us (or even terminate the services, temporarily or forever, at our own discretion and right): using of the Site after the update of this Agreement, will mean a confirmation by You of the full acceptance of any and all changes contained in the new version.
Under this Agreement, the following terms will have these meaning:
- “Contest Creator” will mean any user of the Site which may create and manage a specific contest in accordance with terms and conditions of this Agreement;
- “Pro Contest” will mean any web photographic competition with different duration and entry fees, open to any participant from any country of the world;
- “Free Contest” will mean any web photographic competition with different duration, open to any participant from any country of the world without any entry fee, prize, contest sponsors, custom options and schedule;
- “Competitor/s” will mean users of the Site which will participate to any contest;
- “Photographs” will mean images, videos, artwork, photographs, graphics, audio-clips, comments, data, text, software, scripts and any other copyrightable works sent by the Competitors for their participation to any contest;
- “Users” will mean all persons accessing the site as Competitors and/or Contest Creators;
- “Entry Fee” will mean the amount paid by Competitors to participate to each Pro Contest;
- “Net Entry Fee” will mean the Entry to participate to any Pro Contest net of share retained by the Company from the Balance of each Competitor, currently set to fifteen per cent (15%) of Contest fee and subject to change anytime with prior notice to Users;
- “Payment Gateway” any merchant service or payment service provider which We may select time by time on the Site for any payment transaction due under this Agreement;
- “Balance” will mean the personal account where money uploaded by each Competitor will be stored and available to participate to any Pro Contest.
2. Terms of service for Competitors
Competitors will be reserved a personal portfolio where to publish the Photographs for a maximum space of 100 Mb each under a jpeg format, at least 1024x768 pixels - 4:3 Aspect Ratio.
Competitors will have the non-exclusive right to use the Site to the aim to publish the Photographs and to participate to any contest.
a) to pay the Entry Fee for any Pro Contest they wish to attend;
b) to accept that We will have the right to maintain a portion of any Entry Fee paid by Competitors for any Pro Contest;
c) to accept that money uploaded on their Balance or any prize due hereunder will be accounted and paid through the Payment Gateway selected by Us;
d) that the total jackpot of any Pro Contest will be the total amount of the starting price set by the Contest Creator plus Net Entry Fees paid by any Competitors to participate to the Pro Contest;
e) that the winning Photograph will be selected in accordance with terms and conditions of following paragraph 5;
f) not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion, use and access of the Site;
g) that if the content of the Photographs is illegal in their country, it is prohibited for them to access to the services of the Site and in any case they will access to these at their sole responsibility;
h) to accept that the specific terms and conditions set forth in the following paragraph 3.2 will apply also to Contents uploaded by Competitors;
i) that Photographs not used for any contest within three hundred sixty-five (365) days by the time of their uploading, will be automatically erased by Us;
j) to be assigned a Balance where to upload money useful to pay any Entry Fee due for any Pro Contest hereunder.
3. Terms of service for Contest Creators
3.1 The Contest Creator may organise web photo competition focused on various themes, allowing and enabling Competitors to publish, post or otherwise transmit the Photographs.
Any user of the Site may be allowed to act as the Contest Creator of one or more contest.
In this event the Contest Creator:
a) will have the right to fix the starting price of any Pro Contest at his/her sole discretion save that fifteen per cent (15%) of the final starting price will be deducted by the Company from the Balance of the Contest Creator;
b) may choose the percentage reserved to the Pro Contest winner, in a range from ten per cent (10%) to one hundred per cent (100%) of the jackpot;
c) will keep for him/herself the remaining part of the jackpot, if any;
d) will select the subject of the Contest;
e) will exclude any topic that may be against the Company’s achievements as described under following paragraphs 3.2 and 3.3.
The Contest Creator will publish the Contest immediately after the payment of fees due to the Company with the exception of Free Contest which may be published without any particular timing and save that the Contest Creator may always be allowed to set the publishing of the Contest to a later date.
3.2 The Content Creator will not publish, share or upload, post, email or otherwise include on the Site material sent by Competitors which may be unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, obscene, fraudulent, tortious, offensive, profane or invasive of other’s privacy, hateful or racially, ethnically or otherwise objectionable or harm minors in anyway whatsoever.
It is also understood that the Content Creator will not be allowed to publish contents which may be considered as an act of pornography, paedophilia, crime, sexual harassment, terrorism, violence or any other material which may be considered outrageous, unlawful or a violation of the public decency.
Please note that any violation of this paragraph 3.2 will be considered as a serious violation of this Agreement and in such event We will maintain the right to proceed against the Contest Creator anytime and with any means consented by applicable law without any prior notice.
3.3 In case We object to contents proposed by the Content Creator We will send a communication explaining the reason of our objection, requiring specific changes to the original topics or contents to be implemented immediately by the Contest Creator: in case changes implemented by the Contest Creator do not comply with requirements expressed by the Company We will be allowed to exclude that contest as well as to withhold the starting price already paid accordingly to paragraph 3.1 a) set out above without any further obligation towards the Content Creator and the further right to claim against the Content Creator any damage We may have and/or We are required to pay to any third parties as a consequence of the violation by the Contest Creator of terms and conditions set forth in this Agreement.
3.4 During any Contest the Contest Creator will have the duty to check that any and all contents uploaded by Competitors do not violate conditions set forth in the previous paragraphs 3.2 and 3.3 and to exclude them immediately from the Contest accordingly to paragraph 3.1 e) set out above.
In case of any claim regarding a copyright infringement the contest will be continued and any such supposed infringement will be taken into consideration by Us before the final decision about the winning Photograph.
We will be also entitled to reduce shares payable by Us at our sole discretion in case of failure or prolonged delay by the Contest Creator to comply with the provisions set forth hereunder.
In the sole and final event the Content Creator could not manage or solve claims submitted by Users the Company will decide the most convenient solution enabling the progression of the contest.
3.5 The Contest Creator will be solely and exclusively liable for any content that will be deemed as offensive, indecent or inappropriate, without any responsibility for Us in any of these events.
Under no circumstances We will be liable for any content included or selected by the Contest Creator, including but not limited to for any errors or omissions in the Photographs or for any loss or damage of any kind incurred as a result of the use of the Site by the Competitors or by the Contest Creator.
The Contest Creator will never use the Site infringing or violating others’ intellectual property rights, privacy rights or other proprietary rights or wrongfully transmitting any material of the Photographs that he/she does not have the right to transmit under any law or under contractual or fiduciary relationships, disclosing confidential information or trade secrets or defaming an individual or entity or for unauthorized self-promotion.
4. Contest’ terms of service
By the day of release on the Site, the competition will last for a variable term between one (1) and ninety (90) days at Contest Creator’s sole discretion.
The Contest Creator will have the sole right to choose the cover image, the category of each contest and in case of a Pro Contest the starting prize, the share reserved to the Contest winner and the entry fee.
Under this period Competitors of the same contest will be allowed to publish Photographs on the Site and at the expiration of the term of the contest will be required to express their vote.
Competitors will vote by selecting a Photograph and posting a related vote from one (1) to ten (10) in the four (4) categories automatically proposed by the Site.
Photographs can be voted only by Competitors who published at least a Photograph for the same contest.
Photographs published by Competitors who should not express their vote within the term of the contest, will be excluded by the competition.
Competitors are not allowed to vote for their own Photographs.
The most voted Photograph will be awarded with the Pro Contest jackpot.
In case of a draw the Photograph published earlier will succeed.
Payment due with regard to any Pro Contest will be credited on the PayPal account indicated by the winning Competitor through the specific form delivered by Us at the end of the competition.
Contest Creators will not be admitted as Competitors of contest of their creation.
5. Publishing of the Photographs / Ownership of the Photographs and terms of exploitation / Rights granted to the Company
5.1 To access to the Site any user will have to register free of charge and then to confirm email address and to sign in at the required web-link provided by the Company.
Any user may anytime change, edit, correct or delete information included in the account and profile.
All unexploited record of registration older than sixty (60) days will be deleted by Us.
To get started Competitors will have to publish one or more Photographs and then to choose which Photographs to enter into a competition.
5.2 All Photographs will be used just within the competition only.
The Company does not have ownership or any other right of the Photographs, different by those expressly granted hereunder and therefore the use of the Photographs by Us, if not terminated for any other reason, will last until notification of withdrawal of the Photograph from the Site it being however understood that the Company will have the perpetual right to retain a copy of the Photographs in the “past competitions” page of the Site, even if deleted by Competitors.
5.3 Competitors expressly confirm and grant to the Company all rights, permissions and consents as may be required by any act or law from time to time so as to enable Us and others authorised by Us to exploit and use the Photographs as agreed hereunder.
Competitors particularly represent and warrant to the Company to be the owners (or have the rights and permissions required to use) of any and all the intellectual property rights in the Photographs and to grant and licence to Us the worldwide, non-exclusive, licensable, transferable and royalty-free right to (and to allow others acting on our behalf to) use, edit, modify, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, mark and otherwise fully exploit trademarks, name, logo and similar proprietary rights included in the Photographs in connection with the Site, the Company’s business, the promotion and marketing of the Site in any media formats and through any media channels and to arrange your content and material as necessary for purposes related to the Site.
Competitors acknowledge that We may establish general practises and limits concerning use of the Site, including without limitation the maximum disk space that will be allowed on the Company servers and the maximum number of times (and the maximum duration for which) users may access the Site in a given period of time.
Competitors finally acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time.
5.4 Users are the sole responsible of the provided account, even when used by third-parties and for maintaining the confidentiality of password and account: We may decide to suspend or close the provided account, at our own discretion, if We believe that Users provided the Company with untruthful, inappropriate or inaccurate information about the identity and/or if We notice that the provided account is misusing the Site.
Users agree to address to Us any information they may have about any unauthorised use of password or account and any other breach of security.
Users ensure that they will exit from the account at the end of each session.
The Site and its original content, features and functionality are owned by the Company and/or its third parties and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Users are allowed to exploit the content of the Site solely for personal use.
Users will not modify, translate, decipher, reverse engineer, decompile, disassemble or create derivative works based on any software or documentation provided by the Site.
The Company owns any and all rights of the trademark “NOTHINLIKE” for the services provided with the Site, therefore Users agree not to exploit in any manner or to register and use the mark or similar mark unless We and/or our third parties consent to it.
The Company will not be anytime liable for any loss or damage arising from failure to comply by Users with the above-mentioned terms.
6. Warranties, representations and acknowledgments about the conduct and the Photographs
6.1 Users hereby irrevocably confirm, warrant and guarantee to Us that:
a) they are free to perform all of the obligations undertaken hereunder and that are under no disability, restriction or prohibition to grant to Us all of the rights herein granted;
b) they are at least eighteen (18) years old and/or of legal age in their jurisdiction as of the date of participation to any contest, it being understood that We reserve the right to ask for proof of age and to suspend the participation to the competitions until satisfactory proof of age is provided;
c) they will use the Site in accordance with this Agreement and with the law of their country.
6.2 Users acknowledge that:
a) the Photographs are the sole responsibility of the person from which the same are originated and that Users are solely and fully responsible for any upload or content transmitted through the Site, including the event they should impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity;
b) We do not control and therefore We do not guarantee the accuracy, quality and integrity of the Photographs posted or uploaded by Competitors;
c) by using the Site Users may be exposed to contents that are offensive, indecent or inappropriate, without any responsibility for Us in these events;
d) under no circumstances We will be liable in any way for any content, including but not limited to for any errors or omissions in the Photographs or for any loss or damage of any kind incurred as a result of the use of the Site;
e) Users will not use the Site infringing or violating others’ intellectual property rights, privacy rights or other proprietary rights or wrongfully transmitting any material of the Photographs that they do not have the right to transmit under any law or under contractual or fiduciary relationships, disclosing confidential information or trade secrets or defaming an individual or entity or for unauthorized self-promotion;
f) Users will not share or upload, post, email or otherwise transmit material that is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, obscene, fraudulent, tortious, offensive, profane or invasive of other’s privacy, hateful or racially, ethnically or otherwise objectionable or harm minors in anyway whatsoever it being expressly understood that any violation hereunder will be considered as a serious violation of this Agreement;
g) Users will not harvest or otherwise collect and transmit information about others (such as e-mail addresses or other personally identifiable information) without their consent and/or upload, post, mail or transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid or Ponzi scheme or any other form of solicitation including without limitation robots, spiders, offline readers, etc., that accesses the Site in a manner that sends more request messages than a human being can reasonably produce in the same period of time by using a conventional on-line web browser;
h) Users will not upload, post, use or otherwise make available any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment:
i) We will have the right to delete any account in the event of no use of the same for a period of at least 12 (twelve) months and that Users will not be entitled to any refund or return of fees shelved by them in their account anytime during this Agreement and will be therefore supplied by Us with proper invoices for any withhold fee.
6.3 Through the Site We make accessible the Photographs originated, added, created, uploaded and submitted by Competitors.
Users agree that the Site may contain contents (by a way of example only, all software, images, text, graphics, illustrations, logo, patents, trademarks, copyrights, photographs, audio, videos and music which are the exclusive property of the Company and/or its licensors), provided by the Company and that these contents may be protected by copyrights, trademarks, service marks, patents, trade secrets or other rights and laws and they then will abide by and maintain all copyright and other legal notices, information and restrictions contained in any content accessed through the Site and will not modify, translate, decipher, decompile, disassemble or create derivative works based on any software or documentation provided by the Site.
The Company will maintain the right to terminate or suspend the Site in the event of infringement of any of the above third-party rights.
Users acknowledge that the Company has no obligation to monitor the content and will have the right, in its sole discretion, to refuse, move or remove any part that violates this Agreement or is otherwise objectionable.
7. Disclaimer / Third-party websites and links
7.1 The Site has no representations or warranties, expressed or implied and therefore the Company does not warrant that it will be constantly or fully available and that the content on the Site is truthful, accurate or non-misleading.
The Company does not provide advice of any kind with regard to the Photographs.
The use of the Site is at solely risk of Users only and We will be under no liability for any related reason whatsoever.
We do not warrant that the Site will be uninterrupted or error-free.
We will be under no obligation whatsoever to refund Users for any potential damage occurred by virtue of the lack of availability of the Site it being understood that all services hereunder are provided without representation or warranties of any kind to the fullest extent permitted by applicable laws.
We will also have anytime the right to correct, modify, amend, enhance, improve and make any other change to the Site We may consider fit or to discontinue or provide the services of the Site without prior written notice.
7.2 Hyperlinks to other websites are provided as a convenience only and imply neither responsibility for nor approval by Us of the information contained in those other websites.
We make no warranty, either express or implied, as to the accuracy, availability, reliability or content of such information, text, graphics and hyperlinks.
Since We have no control over outside sites and resources Users acknowledge and agree that We will not be liable neither responsible for the availability of such external sites and resources and therefore We will be under no responsibility whatsoever for anything caused by external third-party resources and links.
8. Indemnity and liability
Users will indemnify Us against all claims, actions, damages, losses, costs and expenses (including reasonable legal costs) arising from any breach or purported breach of any representation, warranty or agreement made herein.
Users will defend, hold harmless and indemnify the Company, its directors, employees, content providers, consultants, agents, affiliates and third parties from any damage or failure involving the use of the Site or their breach of the Terms of Service.
The Company, its directors, employees, content providers, consultants, agents, affiliates and third parties will not be liable under the law of contract or any other legal framework in relation to use of the Site for any indirect, special or consequential loss or for any loss of revenue, income, profits, contracts, business relationships, reputation, goodwill or loss of information or data.
9. Termination of this Agreement
Users agree that the Company in its sole discretion may terminate access to the Site and remove and discard any content for any reason including, without limitation, for lack of use or if We believe that Users have violated or acted inconsistently with the letter or spirit of these Terms of Service.
We may also, in our sole discretion and at any time, discontinue providing the access to the Site, or any part thereof, with or without notice.
Users agree that any termination of access to the Site under any provision of these Terms of Service may be effected without prior notice and acknowledge and agree that We may immediately deactivate or delete accounts and all related information and files and/or bar any further access to such files or to the Site and that We will not be liable for any termination of access to the Site.
In the event of termination of this Agreement for any reason whatsoever, Competitors will be invited to spend money charged on your account before the termination period, if any, it being understood that We are not under any obligation to refund or return any unused amount, that We are expressly authorized by Competitors to withheld the same and that We will not be liable with this regard for any reason whatsoever after the termination of this Agreement.
10. Assignment of this Agreement
Users hereby grant to Us the right to assign this Agreement to any third party without any further consent, it being understood and agreed that nothing herein contained will be deemed to limit our right to licence or transfer our rights to others.
The above-mentioned conditions may apply also in the event of a merger or acquisition of the Site and/or of all or part of Us by another company or in the event the Company were to sell or dispose of all or part of our business and/or in the event of a company reorganization, insolvency proceeding or other similar event, if permitted by and done in accordance with applicable law.
11. Privacy / Cookies policy
The Company will collect and process personal data and information provided hereunder as indicated in the notice on the Site accordingly to the “General Data Protection Regulation“ (EU Reg. nr. 679/2016).
12. Governing law and jurisdiction
This Agreement (and any further rules, policies or guidelines incorporated therein) will be governed and construed in accordance with the Laws of United Kingdom whose Courts will have the exclusive jurisdiction with regard to any and all claims, disputes, legal actions or proceedings that may arise or result from the execution of this Agreement.