Effective Date: June 7, 2021

PLEASE READ THESE TERMS OF USE CAREFULLY. If you disagree with any part of these Terms of Use, please refrain from using our Service (as defined below). We may update these Terms of Use from time to time and may condition your continued use of our Service on your agreeing to those revised terms. The terms “Okayplayer”, “we”, “us” or “our” refers to Okayplayer.com LLC the owner of this website. The term “you” refers to you, as a user of the Service.

By continuing to browse or use this website or any mobile application or services made available by Okayplayer or Okayplayer’s service providers, or through thebylineproject.com (the “Site”) or by downloading or using The Byline Project Software (the “Software”) (together with the Site, the “Service”), you are agreeing to comply with and be bound by the following terms and conditions of use (the “Terms of Use” or “Terms”), which, together with our Privacy Policy, govern Okayplayer’s relationship with you in relation to the Service.

  1. The Service
    • 1.1 Eligibility. To access or use the Service, you must be 16 years or older and have the power and authority to enter into these Terms. In connection with our efforts to comply with the EU’s General Data Protection Regulation (“GDPR”) (and other jurisdictions’ privacy laws and regulations, as applicable) we do not direct the Service to children under 16. If you are below the legal age of the majority in the jurisdiction in which you reside, you agree to have your parent or guardian review and accept these terms on your behalf. If you are a parent or guardian agreeing to these Terms for the benefit of a child over 16, then you agree to and accept full responsibility for that child’s use of the Service, including all financial charges and legal liability that they may incur.
    • 1.2 Permission to Use the Service. We grant you permission to use the Service subject to the restrictions in these Terms. Your use of the Service is at your own risk.
    • 1.3 Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
  2. General Terms
    • 2.1 Privacy Policy. We care about your privacy. You can read our Privacy Policy here . Our Privacy Policy is a part of these Terms of Use and incorporated herein by reference.
    • 2.2 Responsibility for Your User Information. You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. We ask that you provide complete and accurate information. You may not impersonate someone else (e.g., adopt the identity of a celebrity or a friend), sign up for anyone other than yourself or provide an email address other than your own.
    • 2.3 Your Information Is Accurate. You represent and warrant to us that any information you provide to Okayplayer, including any contact information, is accurate and that you will keep it up to date.
    • 2.4 Communications from Okayplayer. By providing your information and/or subscribing to our newsletters, you agree to receive communications we send in connection with the Service. Such communications may be sent by us or our partners via email, text message or other means. You can unsubscribe from receiving communications by clicking “unsubscribe” at the bottom of any email, or by emailing thebylineproject@gmail.com. We reserve the right to communicate with you about any important administrative issues relating to the Service.
    • 2.5 Mobile Phone Use. You are responsible for all fees charged by third parties to access and use the Service (e.g., charges by telephone service providers (“Carrier”), etc.). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Service (such as data, SMS, MMS, roaming, and other applicable fees charged by the Carrier).
  3. Content and Proprietary Rights
    • 3.1 General. “Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service. “Okayplayer Content” means Content that Okayplayer creates and/or makes available in connection with the Service. Your Content. You retain all of your ownership rights in Your Content. However, by submitting Your Content to Okayplayer, you hereby grant Okayplayer a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, distribute, modify, translate, broadcast, download, display, copy and perform Your Content in connection with Okayplayer’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service in all media now known or hereafter devised, including in advertising and promotion. You irrevocably waive, and cause to be waived, against Okayplayer any claims and assertions of moral rights or attribution with respect to Your Content. Pitches. By sending us any article pitches, ideas, suggestions, documents or proposals (each, a “Pitch”), you agree that (i) your Pitch is original and does not violate or infringe upon the rights of any third party, (ii) we are under no obligation of confidentiality, express or implied, with respect to your Pitch, and (iii) we may have something similar to the Pitch already under consideration or in development or may publish an article sometime in the future that is similar to your Pitch. For clarity, to the extent protectable under U.S. law, your Pitches are Your Content.
    • 3.2 Okayplayer Content. As between you and Okayplayer, we own the Okayplayer Content, including but not limited to visual interfaces, interactive features, graphics, design, and all other elements and components of the Service, including, to the extent possible under applicable law, all images and videos featured on the Site. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Okayplayer Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, alter, scrape, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptations of, publicly display or in any way exploit any of the Okayplayer Content in whole or in part except as expressly authorized by Okayplayer. Notwithstanding any of the foregoing, the Software is open source, meaning that you may use and modify it freely and at your own risk, without regard to Okayplayer’s proprietary rights (if any) in the Software.
    • 3.3 Trademarks. “Okayplayer” and all other names, phrases, logos, and icons identifying Okayplayer and its programs, products, and services, whether or not appearing in large print or with an accompanying symbol, are our proprietary trademarks and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Other product and company names mentioned in connection with the Service may be the trademarks and/or service marks of their respective owners. Any use of such marks without the express written permission of Okayplayer is strictly prohibited, and nothing stated or implied herein confers on you any license or right under any trademark of Okayplayer or any third party.
  4. Usage
    • 4.1 Prohibited Activities. You agree not to, and will not assist, encourage, or enable others to:
      • (a) violate these Terms of Use; (b) reverse engineer any portion of the Service; (c) attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means; (d) use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service; (e) use the Service to violate the security of any computer network, crack passwords or security encryption codes, or to disrupt or interfere with the security of the Site; or (f) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Okayplayer Content, or features that enforce limitations on the use of the Service.
    • 4.2 Termination of Use; Discontinuation and Modification of the Service. We may suspend or terminate your access to the Service at any time, with or without notice, if you violate any of these Terms, as determined in our sole discretion. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
  5. Third Parties
    • 5.1 Linked Sites. The Service may include links or access to other websites or services (“Linked Sites”) solely as a convenience to users. Okayplayer does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Okayplayer makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
  6. Warranty Disclaimer
    • 6.1 NO WARRANTY. THE SERVICE, INCLUDING THE SITE AND THE SOFTWARE, IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, THEIR SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, OKAYPLAYER IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE INOPERABILITY OF THE SERVICE, OR FROM UNAVAILABILITY OR SECURITY VULNERABILITIES. 6.2 Third Parties. OKAYPLAYER IS NOT AN AGENT OF ANY THIRD-PARTY PROVIDER. OKAYPLAYER MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, INCLUDING ANY BUSINESSES OR ADVERTISER LISTED IN CONNECTION WITH THE SERVICE. ACCORDINGLY, OKAYPLAYER IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES.
    • 6.3 Disclaimer of Warranties. OKAYPLAYER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF OKAYPLAYER SHALL CREATE A REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, OKAYPLAYER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
    • 6.4 Remedy. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, SOFTWARE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
    • 6.5 Disclaimer. OKAYPLAYER DISCLAIMS LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA.
  7. Limitation of Liability
    • 7.1 No Liability. Neither Okayplayer nor any of its officers, directors, employees, partners, agents, affiliates or licensors shall be liable to you or any other person for any damages whatsoever, including any direct, indirect, incidental, special or consequential damages arising out of or relating to your use of the Service or Okayplayer Content. If applicable law does not permit exclusion of all damages, then your direct damages arising out of or relating to your use of the Service or Okayplayer Content shall be limited to $100.
    • 7.2 Enforceability. If any of the foregoing limits are not enforceable under applicable law, then they shall be construed to provide such limits to the fullest extent permitted by applicable law.
  8. Indemnification
    • You agree to indemnify us and our officers, directors, employees, partners, agents, affiliates and licensors from all liabilities, claims, and expenses, including attorneys’ fees (“Claims”), that arise from your breach of these Terms or your use or misuse of the Service or Okayplayer Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses.
  9. Disputes
    • 9.1 Governing Law. You agree that these Terms or any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between you and Okayplayer arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms, the Site, Okayplayer advertising or any related transaction shall, to the maximum extent permitted by applicable law, be governed by the laws of the State of New York, without regard to its conflicts of laws rules. Subject to Section 9.2, the state and federal courts in New York County, New York shall have exclusive jurisdiction over any Claim (as defined below).
    • 9.2 Binding Arbitration – Class Action Waiver. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) between you and Okayplayer, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “Okayplayer”) arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to these Terms), the Service, Okayplayer’s advertising or any related transaction (a “Claim”) shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, in accordance with the Consumer Arbitration rules then in effect, or any other established alternative dispute resolution provider mutually agreed upon by you and Okayplayer. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will be limited solely to the dispute between you and Okayplayer. Neither you nor Okayplayer shall be entitled to join or consolidate Claims by or against other users or arbitrate any Claim as a representative or class action or in a private Attorney General capacity. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator shall be final and binding on you and Okayplayer and may be entered as a judgment in any court of competent jurisdiction. You and Okayplayer shall pay your and its own costs and attorneys' fees. However, if you or Okayplayer prevails on a statutory Claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Arbitration shall take place in New York County, New York.
    • 9.3 Limitations of Actions. Any Claim must be brought within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such Claim shall be forever barred.
  10. Miscellaneous
    • 10.1 Modification of Terms. These terms may be modified by us from time to time in its sole discretion.
    • 10.2Continuity of Service. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
    • 10.3 Entire Agreement. The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
    • 10.4 Waiver. Any failure on our part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
    • 10.5 Severability of Terms. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
    • 10.6 Assignment. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Okayplayer’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
    • 10.7 Headings. The section titles in the Terms are for convenience only and have no legal or contractual effect.
    • 10.8 Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please contact us using the information we’ve provided below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445–1254 or (800) 952–5210.
    • 10.9 Notices. Except as explicitly stated otherwise, legal notices will be served, with respect to Okayplayer, and, with respect to you, to the email address you provide to Okayplayer during the signup process. Notice will be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Notices to Okayplayer concerning these Terms or the Service should be sent to thebylineproject@gmail.com.