TuneAfrique is an Internet-based service that allows holders of rights to a musical work (each, a “Holder”) to license such work to third parties (each, a “Recipient”). The services offered by TuneAfrique, (“TuneAfrique,” “we,” “us” or “our”) include the website located at www.tuneafrique.com (the “Site”) and any services, features, Content (as defined in Section 3(a) below), and applications offered from time to time by TuneAfrique in connection with the Site, whether accessible via personal computer, mobile device or otherwise (collectively, the “Services”).

These Terms of Use (this “Agreement”) constitute a binding legal agreement between you and TuneAfrique and apply to your use of the Services or otherwise accessing the Site. Please read this Agreement carefully. If you do not agree with this Agreement, you must leave the Site and discontinue use of the Services immediately. By accessing the Site and/or using the Services, you acknowledge that you have read, understand and agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have created an Account (as defined in Section 8(a) below). The term “User” refers to a Visitor or a Member.

We may modify this Agreement from time to time by posting the amendments on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By using the Site and/or the Services after any such modification, you agree to be bound by all such modifications. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the "effective as of" date set forth at the beginning of this Agreement.

You are authorized to use the Services (regardless of whether your access or use is intended) only if you abide by all applicable laws, rules, regulations and orders and this Agreement. If you breach this Agreement or any applicable laws, rules, regulations or orders, your authorization to use the Services automatically terminates.

This Agreement includes TuneAfrique’s policy for acceptable use of the Site and the Services (including without limitation Content posted on the Site), your rights, obligations and restrictions regarding your use of the Services, and TuneAfrique's Privacy Policy (which discusses and governs our collection and use of any information you submit to us through the Site and which is hereby incorporated herein by reference). In order to participate in certain Services, you may be notified that you are required to download software or other Content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or specific Services, the terms with respect to the specific portion of the Site or specific Services shall control with respect to your use of that portion of the Site or that specific Service.

1. Eligibility.

By using the Services, you represent and warrant that (a) all Account registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law, rules, regulations or orders. Your Account may be deleted, terminated and/or suspended without warning if we believe that you are under 18 years of age or otherwise are not eligible pursuant to the foregoing.

2. Term.

This Agreement shall remain in full force and effect while you use the Services or have an Account. TuneAfrique reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or the Services and/or take technical and/or legal steps to prevent you from accessing and/or using the Site and/or the Services. TuneAfrique will terminate a User’s access to and/or use of the Site and/or the Services if, under appropriate circumstances and without limitation, the User is determined by TuneAfrique to be a repeat copyright infringer. Even after an Account or Services are terminated, this Agreement will remain in effect as applicable to your Account or use of the Services prior to such termination.

3. Proprietary Rights.

(a) The Site and the Services contain text, files, photos, pictures, graphics, images, illustrations, video, musical works, other audio and sounds, icons, links, software, data, comments, job postings, and other content, files, materials and works of authorship (collectively, and together with the selection and arrangement thereof, “Content”) of TuneAfrique and third parties (other than your Content posted on the Site by you on or through the Services) (hereinafter “TuneAfrique Content”). The Site and the Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (the “Trademarks”) of TuneAfrique and third parties (other than Trademarks posted on the Site by you on or through the Services) (hereinafter “TuneAfrique Trademarks”). Content and Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity and other laws. As between you and TuneAfrique, TuneAfrique retains ownership of all TuneAfrique Content, TuneAfrique Trademarks, the Site and the Services and you retain ownership of all of your Content.

(i) TuneAfrique hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the TuneAfrique Content (excluding any software code) solely in connection with viewing the Site and using the Services as provided in this Agreement, provided that (1) you do not modify the TuneAfrique Content, (2) as between you and TuneAfrique, TuneAfrique or the Holder (as defined herein) retains all copyright and other intellectual property and proprietary right notices contained on or in the TuneAfrique Content, and

(ii) You may not copy, imitate or use any TuneAfrique Trademark, domain name or any other feature of the Site in whole or in part, without the prior written permission of TuneAfrique. Nothing in the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any TuneAfrique Trademark, domain name, or any other feature of the TuneAfrique Site, including without limitation any other intellectual property or proprietary rights, other than as expressly set forth herein, whether for non-commercial or commercial use. Unauthorized use of any of the foregoing is strictly prohibited.

(iii) Except as expressly provided in this Agreement or the Music Distribution Agreement, you may not use, copy, modify, translate, publish, broadcast, transmit, distribute, perform, reproduce, display, republish, download or sell any TuneAfrique Content or TuneAfrique Trademark appearing on or through the Services.

(b) Solely during the period in which you elect to display or publish (“posting”) any Content on or to the Site, you automatically grant to TuneAfrique, its affiliates, licensees and successors (i) with respect to your musical works (“Songs”) and Trademarks, a non-exclusive, fully-paid, worldwide (or such other territory as may be specified in the Music Distribution Agreement) license to market and promote such Songs and Trademarks and to use, copy, publish, broadcast, transmit, distribute, perform, reproduce, display, republish, and download such Songs and Trademarks, and to facilitate the transfer of rights to such Songs, in each case in connection with the performance of the Services, and to incorporate such Songs and Trademarks into the Services, and (ii) with respect to all other Content posted by you, a non-exclusive, fully-paid, worldwide license to use, copy, perform, display, reproduce, and distribute such Content, and to grant and authorize sublicenses of the foregoing. Removing any of your Content from a posting on or to the Site shall automatically terminate the applicability of this paragraph to such Content from the date such Content is removed. Notwithstanding the foregoing, you acknowledge and agree that Content in an intangible or electronic format cannot be, or may be impractical to be, removed, erased or otherwise deleted from archival systems, but that such Content will not be used except as permitted by this Agreement. Notwithstanding anything to the contrary contained herein, TuneAfrique may retain an archival copy of any Content to the extent required by applicable law or regulation or TuneAfrique’s retention policy. In the event such Content is inadvertently used by TuneAfrique, such use shall not be a material breach hereof, but TuneAfrique shall cease such use within a reasonable time after receiving written notice from you of such continued use.

(c) You represent and warrant that: (i) you own all right, title and interest in or control (including without limitation the right to License to a Song pursuant to the terms the Music Distribution Agreement) the Content, individually or with other Holders who are agreeing to this Agreement, posted by you on or through the Services or otherwise have the right to grant the licenses set forth in Section 3(b), (ii) the posting of your Content on or through the Services does not violate the copyright, trademark, patent, trade secret, privacy, publicity, contract, or any other right of any person, and (iii) you will not otherwise violate the terms and conditions of this Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content or Trademark or any other intellectual property whatsoever posted by you to or through the Services.

4. Prohibited Content.

(a) This Section 4(a) sets forth a partial list of Content that is illegal or prohibited to post on or through the Services. Such Content includes Content that, in the sole discretion of TuneAfrique:

(i) is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(ii) harasses or advocates harassment of another person;

(iii) is sexually explicit or violent;

(iv) is obscene or lewd or contains nudity or violence, or is otherwise offensive or objectionable subject matter or contains a link to a website containing any such Content;

(v) solicits personal information from anyone under 18;

(vi) promotes information that you know or should know is false or misleading or promotes conduct that is abusive, threatening, obscene, defamatory or libellous;

(vii) promotes an illegal or unauthorized copy of another person's copyrighted work, providing information to circumvent copy-protect devices, or providing pirated music or links to pirated music files;

(viii) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

(ix) furthers or promotes any illegal activity or criminal enterprise or provides instructional information about illegal activities including without limitation making or buying illegal weapons or providing or creating computer viruses;

(x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

(xi) involves commercial activities and/or sales (other than those expressly permitted by an Order and the Music Distribution Agreement) without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(xii) includes a photograph, image or likeness of another person that you have posted without that person’s consent; or

(xiii) violates the copyright, trademark, patent, trade secret, privacy, publicity, contract right or any other right of any person.

(b) TuneAfrique may refuse to post, delay posting or delete any Content posted or attempted to be posted to the Site by a User (any of the foregoing, “User Content”) that in the sole judgment of TuneAfrique violates this Agreement or for any other or no reason, with or without prior notice, and without liability.

(c) You are solely responsible for your use of the Services and the Content that you post on or through any of the Services, and any Content that you transmit to other Users and for your interactions with other Users. You understand and acknowledge that no Content transmission over the Internet can be guaranteed to be 100% secure and we cannot guarantee that any Content you submit to us will be free from unauthorized third party intrusion. You understand and agree that all Content you submit to us is submitted at your own risk.

(d) TuneAfrique does not endorse and has no control over User Content. User Content is not necessarily reviewed by TuneAfrique prior to posting and does not necessarily reflect the opinions or policies of TuneAfrique. Notwithstanding Section 4(a), if any User Content violates or is alleged to violate Section 4(a), TuneAfrique assumes no responsibility or liability for such User Content (other than to the extent expressly set forth in Section 8 hereof). TuneAfrique makes no warranties, express or implied, as to any Content, whether User Content or otherwise, including as to the accuracy and reliability of any Content or the ownership thereof. We do not warrant that any Content is accurate, complete, reliable, current or error-free.

5. Prohibited Activity.

(a) This Section 5(a) sets forth a partial list of activity that is illegal or prohibited on the Site or through your use of the Services. Such activity includes activity that, in the sole discretion of TuneAfrique:

(i) is criminal or tortious activity, including, without limitation, fraud, trafficking in child pornography or obscene material, drug dealing, gambling, harassment, stalking, “spimming,” “spamming,” sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

(ii) is advertising to, or solicitation of, any User to buy or sell any products or services through the Services, except pursuant to an Order;

(iii) transmits any chain letters or junk email to other Users;

(iv) uses any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent or pursuant to an Offer;

(v) breaches or circumvents any laws, third party rights or our systems or policies;

(vi) circumvents or modifies, attempts to circumvent or modify or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Service;

(vii) covers or obscures the advertisements or ownership or copyright information on any TuneAfrique page via HTML/CSS or any other means;

(viii) is automated use of a system including any of our Services, such as using scripts to send comments or messages;

(ix) interferes with, disrupts, or creates an undue burden on the Services or the networks or services connected to the Services;

(x) attempts to impersonate another User or person;

(xi) uses the Account or password of another Member at any time or discloses your password to any third party or permits any third party to access your Account;

(xii) sells or otherwise transfers your TuneAfrique Account;

(xiii) uses any information obtained from the Services in order to harass, abuse, or harm another person;

(xiv) except in connection with an Offer, Order or Tip (as defined in Section 10(e)(ii) below), displays an advertisement, accepts payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Services on behalf of that person, or otherwise uses the Services in connection with any commercial endeavors;

(xv) “frames” or “mirrors” any portion of the Site on any other website or server;

(xvi) harvests or otherwise collects information about Users without their consent; or

(xvii) is otherwise an illegal and/or an unauthorized use of the Services.

(b) You may not use our Services if you are not able to form legally binding contracts (for example, if you are under 18) or do not intend to pay or otherwise perform under the terms of any Order applicable to you.

(c) Under no circumstances shall TuneAfrique be responsible for the conduct of any Users of the Services, whether online or offline.

6. Monitoring.

TuneAfrique assumes no obligation or responsibility for monitoring the Services for inappropriate User Content or User conduct. Notwithstanding the foregoing, TuneAfrique reserves the right to investigate and take appropriate action, including without limitation legal action, against anyone who, in TuneAfrique’s sole discretion, violates this Agreement, including without limitation Section 4 or 5, and including, without limitation, (i) removing prohibited Content from the Services, (ii) terminating or suspending the Account of the violators and reporting any User to law enforcement authorities, and (iii) disclosing Content and the circumstance surrounding its transmission, along with any other information regarding use of the Site, to any third party in order to operate the Site properly, to protect ourselves, our sponsors, and Users, and to comply with legal obligations or governmental requests.

7. Copyright Policy.

When we receive a proper Notification (as defined below), our policy is to promptly remove, block, or disable access to the allegedly infringing Content and we may, in our discretion, terminate the Accounts of repeat infringers in accordance with the Digital Millennium Copyright Act (“DMCA”).

(a) If you are a copyright owner and believe that your work has been copied and posted on the Site or through the Services in a way that constitutes copyright infringement, you or your agent may submit a notification pursuant to the DMCA by providing our DMCA Copyright Agent with the following information in writing (a “Notification”):

(i) an electronic or physical signature of the owner of (or the person authorized to act on behalf of the owner of) the copyright interest allegedly infringed;

(ii) identification of the copyrighted work that you claim has been infringed (or if multiple copyrighted works are covered by a single Notification, a representative list of such works);

(iii) identification of the Content that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the Content on the Site (providing URL(s) that link to the claimed infringing Content satisfies this requirement);

(iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an electronic mail address;

(v) a written statement by you that you have a good faith belief that the use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement that the information in the Notification is accurate and, under penalty of perjury, that you are (or are authorized to act on behalf of) the owner of the copyright interest that is allegedly infringed.

 

You should direct Notifications to TuneAfrique's DMCA Copyright Agent at:

Jemima Events Ltd.

Attn: Legal Department, Copyright Agent

8b Sunday Adigun Street, Alausa Ikeja

Lagos, 100212, Nigeria

[email protected]

You acknowledge that if you fail to comply with all of the requirements of this Section 7, your Notification may not be valid under the DMCA.

(b) If the Content you posted is removed or access to such Content is disabled, and you believe that the Content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner (or the copyright owner’s agent) or otherwise pursuant to the law to post and use the Content, you may send a counter-notice containing the following information to TuneAfrique’s DMCA Copyright Agent (a “Counter-Notice”):

(i) your physical or electronic signature;

(ii) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or access to it was disabled; and

(iii) your name, address, telephone number, and electronic mail address.

If a Counter-Notice is received by the TuneAfrique DMCA Copyright Agent, the disputed Content will remain removed from the Site for 10 business days (unless the parties involved with the Notification and Counter-Notice resolve such matter fully), and TuneAfrique may send a copy of the Counter-Notice to the original complaining party informing that person that if no additional action is taken by the original complaining party, it may replace the removed Content or cease disabling it in 10 business days. Unless the original complaining party files an action seeking a court order against the Content provider or User, the removed Content may be replaced or access to it restored in 10 business days or more after receipt of the Counter-Notice, at TuneAfrique’s sole discretion.

(c) In the event you believe that the Content posted by another User violates your intellectual property rights other than copyright rights (i.e., trademark rights), please provide the same information requested in Section 7(a) above with respect to the alleged violations. The information should be sent to

Jemima Events Ltd.

Attn: Legal Department, Copyright Agent

8b Sunday Adigun Street, Alausa Ikeja

Lagos, 100212, Nigeria

[email protected]

 

8. Accounts.

(a) Each Member shall (i) be solely responsible for maintaining the confidentiality of its password and all activities that occur under its Account, (ii) immediately notify TuneAfrique of any actual or suspected unauthorized use of its password or Account or any other breach of security relating thereto, and (iii) not to use the password or Account of another Member at any time or to disclose its password to any third party. Each Member is solely responsible for any and all use of its Account.

(b) Any Member may terminate or suspend its Account at any time, for any reason, by emailing [email protected] and electing to either suspend or delete such Account. TuneAfrique may terminate any Account at any time, without warning and for any reason or no reason.

(c) If you create or use an Account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business as required hereunder. Such Account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, franchiser-franchisee or other similar relationship is intended or created by this Agreement.

9. User Disputes.

You are solely responsible for your interactions with other TuneAfrique Users, including the applicable Holders and Recipients with respect to an Order. TuneAfrique reserves the right, but has no obligation, to monitor disputes between you and other Users.

10. Modification of Service.

Notwithstanding any other provision of this Agreement or any Music Distribution Agreement, TuneAfrique and its licensors reserve the right to change, modify, suspend, discontinue or terminate the Site and/or any of or all of the Services at any time without notice. In no event will TuneAfrique be liable to you or any third party should TuneAfrique exercise this right from time to time.

11. Third Party Websites and Advertisements.

(a) Links to third party websites on the Site are provided solely for your convenience. If you use these links, you will leave the Site. We do not control and are not responsible for these sites, their Content or their policies, and your use of such third party sites is subject to their respective terms of use and privacy policies. We do not endorse or make any representations about third party sites or any Content, goods, or services available thereon or any results that may be obtained from using them. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk.

(b) TuneAfrique takes no responsibility for third party advertisements which are posted on this Site or through the Services, nor does it take any responsibility for the goods or services provided by such advertisers.

12. Privacy.

Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

13. Disclaimers.

(a) YOU ACKNOWLEDGE AND AGREE THAT ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS AND ODERS, TUNEAFRIQUE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES OR THE RELIABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT. IN ADDITION, TUNEAFRIQUE DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED ON OR THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT TUNEAFRIQUE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE ABILITY OF HOLDERS TO LICENSE CONTENT OR THE ABILITY OF RECIPIENTS TO PAY FOR CONTENT OR THAT A HOLDER OR RECIPIENT WILL ACTUALLY COMPLETE A TRANSACTION. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM OR ON BEHALF OF TUNEAFRIQUE SHALL CREATE ANY WARRANTY ON BEHALF OF TUNEAFRIQUE IN THIS REGARD. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND SERVICES AT YOUR OWN RISK. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.

(b) ALTHOUGH TUNEAFRIQUE WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR THE SERVICES, TUNEAFRIQUE SPECIFICALLY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED. TUNEAFRIQUE SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN YOUR ACCESS TO THE SITE OR THE SERVICES. TUNEAFRIQUE WILL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR CONTENT BECAUSE OF THE SITE, THE SERVICES OR ANY OTHER ACT OR OMISSION OF TuneAfrique OR OTHERWISE.

(c) TUNEAFRIQUE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, THE SITE OR ON ANY OF THE SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICES.

14. Limitation on Liability.

(a) IN NO EVENT SHALL TUNEAFRIQUE OR ANY OF ITS AFFILIATES, OR ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS OR REPRESENTATIVES OF ANY OF THE FOREGOING (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT (INCLUDNG WITHOUT LIMITATION ANY NON-STANDARD MUSIC DISTRIBUTION AGREEMENT), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, EVEN IF TUNEAFRIQUE OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE RELATED PARTIES ARE LIABLE OR SHALL BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM (I) YOUR USE OR INABILITY TO USE THE SITE OR SERVICES, (II) GUIDANCE PROVIDED BY TUNEAFRIQUE, (III) INTERRUPTIONS TO THE SERVICES, (IV) VIRUS OR MALICIOUS SOFTWARE CONTAINED ON OR TRANSMITTED THROUGH THE SITE OR THE SERVICES, (V) BUGS OR ERRORS OF ANY KIND ON THE SITE OR IN THE SERVICES, (VI) DAMAGE TO YOUR HARDWARE BY USE OF THE SITE OR THE SERVICES, (VII) THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER USERS, OR (VIII) A SUSPENSION OR TERMINATION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES OR EXCLUSIONS OF DAMAGES AND, TO THE EXTENT PROHIBITED BY LAW, SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

(c) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ANY RELATED PARTY IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF THE RELATED PARTIES FOR ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITY, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS, EXPENSES OR SIMILAR ITEMS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES OR OTHERWISE SHALL BE LIMITED TO THE GREATER OF (I) $100, OR (II) THE FEES ACTUALLY PAID TO AND RETAINED BY TUNEAFRIQUE FOR THE SERVICES GIVING RISE TO THE LIABILITY.

15. Indemnity.

You agree to indemnify and hold harmless TuneAfrique and its Related Parties from and against any and all Claims arising out of or related to (i) your breach of any of the representations, warranties or covenants of this Agreement, or (ii) any Content or Trademark posted on the Site by you on or through the Services.

16. Dispute with Users.

If you have a dispute with one or more Users, you release TuneAfrique and the other Related Parties from Claims arising out of or related to such disputes. By accessing the Services and using the Site, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those Claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

17. Legal Disputes; Governing Law; Venue. PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

You agree that any claim or dispute that may arise between you and TuneAfrique with respect to this Agreement will be resolved in accordance with this Section 17.

This Agreement shall be deemed to have been made in Nigeria and its validity, construction, and effect shall be governed by the laws of the Federation of Nigeria.

Any dispute resulting from this agreement or related to this agreement or the interpretation, performance, breach or termination thereof shall be resolved between the parties in arbitration according to the applicable Arbitration and Conciliation Laws of Lagos state and the Federation of Nigeria as appropriate.

The decision of the arbitrators shall be final and binding on the parties and shall be entered enforceable by any court of competent jurisdiction over the party against which enforcement is sought.

The parties agreed that nothing in this agreement will prevent either party from applying to a court that would otherwise have jurisdiction for injunctive, provisional or interim relief to enforce arbitration.

 

18. Notices.

All required notices shall be served on either party via electronic mail as provided by each party at the commencement of this agreement and shall be validated by the electronic mail address as provided in the required forms for the use of the distribution platform.

19. General Provisions.

This Agreement, the applicable Music Distribution Agreement and the Privacy Policy constitute the entire agreement between you and TuneAfrique regarding the use of the Site and/or the Services, operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. The failure of TuneAfrique to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, the applicable Music Distribution Agreement, or the Privacy Policy. No party may create any obligation on behalf of any other party except as expressly set forth in the Music Distribution Agreement in connection with the applicable Order. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.