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 1st Floor, Victory House, 99-101 Regent Street, London, W1B 4EZ (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 uploader of photographs to be inserted in the Site jointly with photographs uploaded by other competitors, within contests organized by the Company or created 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.
2. Subject of this Agreement
In accordance with the terms and the conditions of this Agreement, competition will mean web photographic contest with different duration and entry fees - as described in the Site, with regard to each single contest - open to any competitor from any country of the world.
Contests may be organized by the Company or by any user of the Site as creator of that specific contest (“Contest Creator”) who also will manage the same under terms and conditions set forth herein.
3. Contest managed by the Company
You acknowledge that the Company may organise web photo competition focused on various themes, managing any and all details, actions, duties, costs and processes required by the competitions and therefore You expressly accept terms and conditions of competitions issued by Us through the Site.
You will have access to the Site through a password and an account designation allowing and enabling You to participate to any contest by uploading, posting or otherwise transmitting photographs, images, videos, artwork, graphics, audio-clips, comments, data, text, software, scripts and any other copyrightable works (collectively referred to as “Photograph/s”).
You will also be reserved a personal portfolio where to upload the Photographs for a maximum space of 2 Mb each under a jpeg format, at least 1024x768 pixels - 4:3 Aspect Ratio.
You will have the non-exclusive right to use the Site to the aim to upload the Photographs and to participate in any contest and with this regard it is agreed that:
a) You will be required to pay amounts due for any competition organized by the Company You wish to attend following instructions each time provided for by the Company;
b) You accept that any payment due for your participation to any contest will be authorised and paid through credit card or PayPal account;
c) You acknowledge that the total jackpot of any contest organized by the Company will be fifty per cent (50%) of the total amount received by Us from competitors of that specific contest;
d) the winning Photograph will be selected by the Company at its sole discretion;
e) You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion, use and access of the Site;
f) if the content of the Photographs is illegal in your country, it is prohibited for You to access to the services of the Site and in any case You will access to these at your sole responsibility;
g) Photographs not used for any contest within ……… days by the time of their uploading, will be automatically erased by the Company webmaster, upon prior warning e-mail by Us informing You about the forthcoming removal;
h) You will be assigned a personal account where You will be entitled to upload money useful to pay any charge due for the use of the Site.
4. Contest managed by the Contest Creator / Partial assignment of the jackpot by the Contest Creator / Charity and non-profit organizations
4.1 In addition to the right to participate to any contest organized by the Company, You will be allowed to act as the Contest Creator of one or more contest. In this event You as the Contest Creator:
a) will have to pay to the Company fees due for the use of the Site for the creation of the contest, in the amount indicated by the Company, through credit card or PayPal account;
b) may choose the percentage to reserve to the winner of the contest, in a range from 10% to 100%;
c) will have the right to fix the starting price, if any, at your sole discretion;
d) will be entitled to select the subject of the contest save that We will have the right, at our sole discretion, to exclude any topic that it will not fit with the Company’s achievements and/or policy;
e) will be assigned a personal account where to upload money useful to pay any charge due for the use of the Site;
f) will receive by the Company ………………….. per cent (…..%) of the total net amount paid for any competition for which an entry fee has been settled: in this event the Company will have the right to maintain …………….. per cent (…..%) of the total net amount paid by competitors of that specific contest, it being understood the remaining fifty per cent (50%) will be paid as the jackpot of the contest.
Soon after the payment of fees due to the Company for the use of the Site has been issued, the Contest Creator will have a three (3) months period for the creation of the contest.
4.2 During the term of each contest managed by You as the Contest Creator You will have the duty to check every seventy-two (72) hours at least whether a claim or report related to the content of a contest have be forwarded by users or competitors as well to check and to inspect if any and all the contest managed by You are evolving accordingly to these Terms of Service.
In the event of a claim reporting a presumed violation You will immediately check the truthfulness of the same and You will adopt any decision suitable to solve the issue, including the disqualification of Photographs or competitors in breach of these Terms of Service.
Failure or prolonged delay to comply with the above provisions will entail a possible reduction of shares payable by Us to the Content Creator in the measure of ….. per cent (….%) for any delay or inaction.
In the sole and final event You as the Content Creator could not manage or solve claims submitted by users and competitors then You will be obliged to forward the report to the Company which will decide the most convenient solution enabling the progression of the contest.
4.3 You as 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.
The Content Creator 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.
4.4 As the Content Creator You will be entitled to reserve to charity a share not exceeding …….. per cent (….%) of the jackpot of the contest.
In this event, before the start of the contest, You will be requested to display and to indicate to any competitor of the contest your decision to distribute to charity the above-mentioned share.
Furthermore You will be under the obligation to publicly report the name and details of the entity which will be reserved the above-mentioned share of the contest and to briefly inform the competitors and the Company about the charity purposes pursued by this organization.
The Company will be under no obligation to control the reliability and the accuracy of information about the charity entity provided by You and therefore You will be solely and exclusively liable in case this organization should not comply with law provisions pertaining charity and non-profit requirements.
However You grant and warrant to the Company that any selected recipient organization pursues charity or non-profit purposes and it is publicly registered and/or it has the full and legal capacity to act and to operate as a charity or non-profit organization at least in the country of residence.
4.5 Charity and non-profit organizations may be allowed to participate as Contest Creator to any contest and in this case any and all provisions set forth in the preceding paragraphs 4.1, 4.2, 4.3 and 4.4 will apply.
5. Terms of service of contest managed by the Contest Creator
By the day of release on the Site, the competition will last for a variable term between one (1) and ninety (90) days at the Company’s and/or Contest Creator’s sole discretion.
The Contest Creator will have the sole right to choose the cover image, the starting prize, the entry fee and the category of each contest.
Under this period competitors of the same contest (“Participants”) will be allowed to upload Photographs on the Site and at the expiration of the term of the contest will be required to express their vote.
Participants will vote by selecting a Photograph and by posting comments and a star ranking in the four (4) categories automatically proposed by the Site.
Photographs can be voted only by Participants who uploaded at least a Photograph for the same contest.
Photographs uploaded by Participants who should not express their vote within the term of the contest, will be excluded by the competition.
Participants are not allowed to vote for their own Photographs.
The most voted Photograph will be awarded with the contest jackpot, to be credited on the same PayPal account or credit card account used to participate in the competition.
In case of a draw, the most starred Photograph will prevail: in the event of further balance, the Photograph uploaded earlier will succeed.
Contest Creators will not be admitted as Participants of contest of their creation.
6. Uploading of the Photographs / Ownership of the Photographs and terms of exploitation / Rights granted to the Company
6.1 To access to the Site You will have to register free of charge and then to confirm your email address and to sign in at the required web-link provided by the Company.
You may anytime change, edit, correct or delete any and all information included in the account and profile, by contacting Us with such specific request.
All unexploited record of registration older than sixty (60) days will be deleted by Us.
To get started You will have to upload one or more Photographs and then to choose which Photographs to enter into a competition.
6.2 All Photographs will be used just within the competition only.
If Photographs are used in any other way, as accepted by You by email upon request by the Company, We will provide settings in the Site to show that permission from the owner has been given.
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 You.
6.3 You 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.
You particularly represent and warrant to the Company to be the owner (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.
You 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) You may access the Site in a given period of time.
You finally acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time.
You 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 You 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.
You agree to address to Us any information You may have about any unauthorised use of password or account and any other breach of security.
You ensure that You will exit from your 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.
You are allowed to exploit the content of the Site solely for personal use.
You 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 You 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 You with the above-mentioned terms.
7. Warranties, representations and acknowledgments about the conduct and the Photographs
7.1 You hereby irrevocably confirm, warrant and guarantee to Us that:
a) You are free to perform all of the obligations undertaken hereunder and that You are under no disability, restriction or prohibition to grant to Us all of the rights herein granted;
b) You are at least eighteen (18) years old and/or of legal age in your 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) You will use the Site in accordance with this Agreement and with the law of your country.
7.2 You acknowledge that:
a) the Photographs are the sole responsibility of the person from which the same are originated and that You 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 You hereunder;
c) by using the Site You 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) You 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 You 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) You 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) You 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) You 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 your account in the event of no use of the same for a period of at least 12 (twelve) months and that you will not be entitled to any refund or return of fees shelved by you in your account anytime during this Agreement.
7.3 Through the Site We make accessible the Photographs originated, added, created, uploaded and submitted by users.
You 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.
You 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.
8. Disclaimer / Third-party websites and links
8.1 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 your solely risk 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 You 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.
8.2 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 You 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.
9. Indemnity and liability
You 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.
You 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.
10. Termination of this Agreement
You 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 You 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.
You 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, You will be invited by Us to spend money charged on your account accordingly to preceding paragraphs 3 h) and 4.1 e) 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 You to withheld the same and that We will not be liable with this regard for any reason whatsoever after the termination of this Agreement.
11. Assignment of this Agreement
You 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.
12. Privacy / Cookies policy
12.1 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).
13. 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, without giving effect to any principles of conflicts of law.
Any and all claims, disputes, legal actions or proceedings that may arise or result from the application of this Agreement will be decided by the Court of Milan, Italy, which will have the exclusive jurisdiction.
Please click on “……………..” accept set out below by way of confirmation of its terms