TERMS & CONDITIONS

AFROSOUNDTRACK TERMS & CONDITIONS

Effective Date: 01 February 2023

1.0 DEFINITIONS

These Terms of Use (these “Terms”) represent an agreement between you and Afrosoundtrack and contain the terms and conditions governing your use of and access to our website at www.afrosoundtrack.com and all affiliated websites owned and operated by us (collectively, the “Website”) and our products, software, services, and applications (together with the Website, the “Services”). “You” and “your” mean the person who uses or accesses the Services. “We,” “us,” and “our” mean Afrosoundtrack and its successors, affiliates, and assignees. As used in these Terms, “Afrosoundtrack Account” means the account or records you have with us for the Services. As used in these Terms of Use, “Content” includes the text, software, scripts, graphics, photos, sounds, songs, music and scores, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service.

2.0 THE AGREEMENT

Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understand these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not use or access the Services. This Agreement, as well as the Privacy Policy, applies to both Users and Clients. If you elect to become a Client, you will be subject to these Terms of Use, our Client Agreement, our Privacy Policy and any additional terms to which you agree when you become a Client.

3.0 OBLIGATIONS

To use the Services, you must:

accept and agree to these Terms and our Privacy Policy;
register with us to create an account (“User Account”);
be at least 18 years of age; and
provide all information requested by us, such as your name, email address, mobile device number, and such other information as we may request from time to time (collectively, “User Information”).

You will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for safeguarding your password and other User Account information. You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Account. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

4.0 USE OF SERVICES

The Service and any Content accessible through our Service are for your use only. The Company grants you a limited, non-exclusive, non-transferable and revocable license to access the Service and use Content through the Service. Except for the foregoing limited license, no right, title, or interest shall be transferred to you. The Company Service may not be used for any other purpose, and this license terminates upon your cessation of use of the Website or Services or at the termination of this Agreement.

5.0 INTELLECTUAL PROPERTY

You agree that the Website and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all rights, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to (and not to allow any third party to) reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs). Afrosoundtrack does not grant you any licenses, express or implied, to its intellectual property or the intellectual property of its licensors, except as expressly stated in these Terms.

The Services may permit you to submit content and other communications, and provide other information for publication or distribution to third parties (collectively, “User Content”). Any User Content must not be defamatory, infringing on intellectual property rights, promoting of illegal activity or harm, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain computer viruses, or any form of “spam.”

To the extent permitted by applicable law, we may, in our sole discretion and without liability to you, terminate (or suspend access to) your use of the Services, Content, or your Afrosoundtrack Account for any reason, including, but not limited to, your breach of these Intellectual Property Terms.

6.0 ACCEPTABLE USE

You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this Agreement. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.

7.0 THIRD-PARTY WEBSITES

Our Services may contain links or connections to third-party websites or services that are not owned or operated by us. We provide such links and connections for your reference only. We do not control such third-party websites or services and are not responsible for their availability or content. Our inclusion of such links and connections does not imply our endorsement of such third-party websites or services or any association with their owners or operators. We assume no liability whatsoever for any such third-party websites or services. Your access and use of such third-party websites and services is subject to such applicable third-party terms and conditions and privacy policies.

8.0 PRIVACY INFORMATION

Afrosoundtrack takes the privacy of its users very seriously. You understand that by using the Services, you consent to the collection, use, storage, and disclosure of your information as outlined in these Terms and our Privacy Policy. Please review our Privacy Policy to understand our practices.

9.0 INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Afrosoundtrack, and its, officers, managers, employees, attorneys, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms of Use; (c) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (d) any claim that your Content caused damage to a third party.

10.0 MODIFICATION & AMENDMENTS

Afrosoundtrack reserves the right to modify or amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. You agree that modifications to this Agreement are in full force and effect immediately upon posting on the website and that modifications or amendments will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. Your use of the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

11.0 ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning any use of this Website and our products, services, and applications. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website and our products, services, and applications.

12.0 NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE WEBSITE OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.

13.0 LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT S AFROSOUNDTRACK, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; (C) ANY EVENT BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

14.0 GENERAL PROVISIONS:

14.1 LANGUAGE

All communications made or notices given under this Agreement shall be in the English language.

14.2 JURISDICTION, VENUE & CHOICE OF LAW

Through Your use of the Website and our products, services, and applications, you agree that the laws of the Federal Republic of Nigeria shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, except its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of Nigeria. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

14.3 ARBITRATION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration will take place in the federal judicial district of your residence. The arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the Nigeria Arbitration and Conciliation Act with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the Nigeria Arbitration and Conciliation Act’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer-Related Disputes (collectively, the “Rules and Procedures”).

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to a VERY LIMITED REVIEW BY A COURT.

You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

14.4 ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

14.5 TERMINATION

The Company specifically reserves the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If you have registered for an account with us, you may also terminate this Agreement at any time by contacting us and requesting termination at info@afrosoundtrack.com and providing sufficient information for us to verify your identity. Notwithstanding the foregoing, if there are any pending transactions relating to your Afrosoundtrack Account when we receive your termination notice, we will close your Afrosoundtrack Account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms before termination.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

14.6 SEVERABILITY

If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.

14.7 NO WAIVER

No waiver of any term of this Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Afrosoundtrack’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

14.8 HEADINGS FOR CONVENIENCE ONLY

Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

14.10 FORCE MAJEURE

The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

14.11 ELECTRONIC COMMUNICATIONS

All forms of communication are permitted to both Parties under this Agreement, including e-mail, SMS or fax. For any questions or concerns, please email us at the following address:info@afrosoundtrack.com