- Registration and your account
- Types of accounts
- Your content
- Respect other people’s rights
- Liability for content
- Re-use of content on the portal
- Enlisting Directory profiles
- Claiming Directory profiles
- Rating enlisted Directory operators
- Reporting copyright infringement
- Advertising and payment
- Contributor /community standards
- “Ad” means any advertisement provided by Advertiser (or his Agency).
- “Advertiser” means a direct advertising Client or in the case of an Agency being involved, the advertiser for which Agency is the agent, under an applicable automated insertion order (AIO).
- “Advertising Materials” means artwork, copy, or active URLs for Ads.
- “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, under common control with or is a member of such entity.
- “Agency” means the advertising agency representing Advertiser, whose details must be clearly indicated on the applicable AIO, provided that where no Agency is involved, the terms and conditions applicable to “Agency” will be deemed to apply to “Advertiser”.
- "Audience" means visitor to the portal.
- "Content" means advertising material selected by the Advertiser (or Agency), or prepared by Publisher on Advertiser’ or Agency’s behalf and which appears on the portal.
- “Custom Material” means customised content and materials or development in any form, produced by Publisher for any particular campaign or promotion.
- “CPM” or “CPT” means Deliverables sold on a Cost Per Mile / Cost Per Thousand impression basis.
- “Deliverable” or “Deliverables” means the inventory delivered by Publisher for the benefit of Advertiser, which will be on a CPM / CPT basis, unless agreed otherwise.
- “AIO” means the automated insertion order created by Publisher and made available on Publisher’s portal, which incorporates these Terms and under which Publisher will deliver Ads on its portalfor the benefit of Advertiser (or Agency).
- “Publisher” means Music In Africa.
- “Publisher Properties” means the Publisher’s portal or other digital media properties that are owned, operated, or controlled by Publisher on which Publisher may place Ads; provided that Publisher only undertakes to place Ads on its primary portal.
- “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Publisher’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the portal on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
- “Representative” means, as to an entity and / or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and / or attorney.
- “Portal” means Publisher Properties and if applicable, Network Properties.
- “Terms” means these Standard Terms and Conditions
2. REGISTRATION AND YOUR ACCOUNT
- You are not obliged to register to use Music In Africa. However, access to certain features and services maybe available only to registered users. Here are some commitments you make to us relating to registering and maintaining the security of your account:
- When you register to use Music In Africa, you will provide us with your real name and email address. You must ensure, to the best of your ability, that the email address that you provide is, and remains, valid.
- You will not provide any false personal information to Music In Africa, or create an account for anyone other than yourself. You warrant that if you create an account for anyone other than yourself that you have the requisite permission from the party/ies concerned.
- You are solely responsible for maintaining the confidentiality and security of your password, and you will remain responsible for all use of your password, and all activity emanating from your account, whether or not such activity was authorized by you.
- You will keep your contact information accurate and up-to-date.
- You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
- If your password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify Music In Africa in writing (send email to email@example.com) and should change your password at the earliest possible opportunity.
- You may terminate your account at any time as described in the Termination section below.
3. TYPES OF ACCOUNTS
- Music In Africa offers three types of accounts (member account, content creator account and moderator account). These accounts offer users different levels of access and responsibilities, as described on our FAQpage.
- Any user may upgrade to any of these accounts using the method described in the FAQpage.
4. YOUR CONTENT
We are a community-driven information and exchange web portal and we depend on people like you to contribute, collect and develop useful and reliable information about the African Music sector under a free content license, specifically the Creative Commons Attribution-NonCommercial CC BY-NC licence.)
We encourage all users contributing to Music In Africa to grant broad permissions to the general public to re-distribute and re-use their contributions freely, so long as that use is properly attributed and the same freedom to re-use and re-distribute is granted to any derivative work.
By submitting content on the portal you agree to the following licensing requirements:
- When you upload or submit via the portal texts, pictures, graphics, comments, and other content, (hereinafter "content") to which you hold the copyright, you agree to license it under the Creative Commons Attribution-NonCommercial CC BY-NC licence or otherwise as provided for under Paragraph 7 below. Where a person submitting content desires not to publish his/her content under the Creative Commons Attribution-NonCommercial CC BY-NC licence, such person shall first contact us at firstname.lastname@example.org to enable us to assess and process his or her request.
- Attribution: When you contribute text, you agree to be attributed in any of the following fashions:
- Through mention of your full name and that the content was sourced from Music in Africa.
- Through a hyperlink (where possible) or URL to the article to which you contributed
- You agree that, if you post text under a license that requires attribution, you must credit the author(s) in a reasonable fashion, as specified by the source.
- You warrant that you will not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any content to which you do not hold the necessary rights or necessary consent from the copyrights owner authorising you to post such content.
- By submitting content to Music In Africa you grant Music In Africa and its users the right to use a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media and you acknowledge that Music In Africa reserves the right to remove content you contribute if we believe that it violates our policies.
- We provide you with tools to help you protect your intellectual property rights. To learn more, see our section on How to Report Intellectual Property Infringement (Paragraph 11 below). You acknowledge that this constitutes reasonable efforts by the portal to prevent the infringement of your intellectual property rights and that the portal shall not be found liable for the infringement of such rights on any ground, including the ground of joint or contributory liability, or generally, the ground of having caused the infringement of the intellectual property.
- Your account may be disabled if you infringe other people's intellectual property rights.
5. RESPECT OTHER PEOPLES RIGHTS
- You will not post anyone's sensitive private information on Music In Africa. Sensitive private information includes, but is not limited to:
- Financial history,
- Medical history,
- Criminal history
- Biometric information (such as a person’s blood type etc).
- Personal identification numbers
- Driver’s license numbers
- Passwords or any information that may put anyone at risk
- You will not post content or take any action on the portal that infringes or violates someone else's rights or otherwise violates the law.
- You will not collect our user’s contact information or send SMSes or invitations without their consent.
- You will not use our copyrights or trademarks and logos, or any confusingly similar marks, except as expressly permitted with our prior written permission.
6. LIABILITY FOR CONTENT
- You hereby acknowledge and agree that you and not Music In Africa are liable for any copyright infringement that may arise as a result of your actions on the portal.
- While Music In Africa will always try to moderate content according to our standards, all text, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the portal is your sole liability.
- Music In Africa hereby excludes, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the portal by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the portal.
- Any unauthorized use of copyright protected material within your content (including by way of reproduction, distribution, modification, adaptation, public display, preparation of derivative works, making available or otherwise communicating to the public via the portal) may constitute an infringement of third party rights and is strictly prohibited.
- Any such infringements may result in termination of your access to the portal and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.
7. RE-USE OF CONTENT ON THE PORTAL
- Except where otherwise noted, content on Music In Africa is licensed under a Creative Commons Attribution-NonCommercialCC BY-NC licence.
- Music in Africa provides a (cc) mark on all content that is licensed under a Creative Commons Attribution-NonCommercialCC BY-NC licence to allow you to know which content to re-use and how to use it.
- If you want to re-use content that is not published under a Creative Commons Attribution-NonCommercialCC BY-NC licence, it is your responsibility to contact the author and seek permission to re-use such content.
- When you re-use content from Music In Africa, you agree to attribute Music In Africa and the authors in the following fashion:
- Attribution: provide credit to Music In Africa and the author and offer a URL to the article and indicate if changes were made. You may do so in any reasonable manner, but not in any way that suggests the licensor endorses you or your use.
- You (and not Music In Africa) shall be liable for any copyright infringements that may arise as a result of you not following the re-use terms we have provided.
8. DIRECTORY PROFILES
We offer users functionality to profile themselves or their music businesses in our Directory. We want to make this directory as reliable as possible and we would like you to help us keep it that way.
These are the guidelines for our directory:
- Only individuals or businesses that operate in the African sector can enlist in the directory
- When you create a directory profile you will provide accurate and up-to-date information.
- You must ensure, to the best of your ability, that the information you provide is, and remains, valid.
- You must not falsely claim to be someone who you are not
- No member account shall own more than one directory profile.
- If you wish to enlist other operators as a way of growing the community you shall upgrade to a content creator account
- If you wish to moderate content from other users you shall open a moderator account
- You must not claim a listing if you are not authorised to do so
- The names and information that you provide for the directory profile must always be accurate.
- You acknowledge that we may edit, moderate, or deactivate a directory profile at our sole discretion in the event that we determine that it does not meet our standards.
- You must use proper, grammatically correct capitalization and may not include all capitals, except for acronyms;
- You must not include character symbols, such as excessive punctuation and trademark designations; and
- You must not include superfluous descriptions or unnecessary qualifiers.
9. CLAIMING DIRECTORY PROFILES
If you are an operator in the African music sector you may find your profile already listed on our directory. Don’t be shocked – these listings are done collaboratively by contributors as a way of encouraging easy access to useful information. We list this information in the directory in the belief that you would want the information to be included for information purposes as an active player in the African music sector. If however, you object to the listing of your information without your consent, please advise us by sending an email to email@example.com and we shall forthwith remove your information. If however you are content with the listing of your information we would want you to claim the listing, as we want the rightful persons to control these listings.
By claiming a listing:
- You warrant that you are the rightful person and that you are authorised to own and control that profile by your organisation, band or business.
- You acknowledge that Music In Africa may contact the contact person you provide, to confirm that you are authorised to claim that profile.
- You agree that you and not Music In Africa will be liable for any actions that may arise from your claim.^
- You acknowledge that Music In Africa reserves the right to reject your claim at its sole discretion if we determine that there is not enough ground to support your claim.
Music In Africa hereby excludes, to the fullest extent permitted by law, any and all liability which may arise from any false claims on the portal.
10. RATING ENLISTED DIRECTORY OPERATORS
We provide tools for our users to rate operators in the Directory section. These ratings are the views of our users and not the views of Music In Africa.
11. HOW TO REPORT INTELLECTUAL PROPERTY INFRINGEMENTS
If you discover any content on the portal that you believe infringes your copyright, please send us your written notification with the following information:
- a statement that you have identified content on Music In Africa that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
- a description of the copyright work(s) that you claim have been infringed;
- a URL(s) where such Content can be located;
- your full name, address and telephone number, a valid email address on which you can be contacted.
- a statement by you that you believe in good faith that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly being infringed;
Your notice should be sent to us by email to firstname.lastname@example.org
12. ADVERTISING & PAYMENTS
AUTOMATED INSERTION ORDERS, INVENTORY AVAILABILITY AND ADVERTISER UNDERTAKINGS
- Details and Acceptance of AIO. From time to time, Publisher and Advertiser (or Agency) may execute AIOs that will be accepted automatically on Publisher’s portal,as soon as Advertiser (or Agency) clicks on the appropriate acceptance facility created by Publisher to indicate Advertiser (or Agency)’s acceptance of the content of the AIO. In the least the AIO will specify: (i) the Deliverables (number of CPM impressions) required and (ii) the price(s) for such Deliverables. For Advertiser (or Agency)’s convenience, Publisher will promptly cause the accepted AIO to be submitted to an email address designated by Advertiser (or Agency). Unless objection is lodged by Advertiser (or Agency) within 1 business day of receipt of said email, Publisher will be authorised to place the Ad in accordance with the Ad Content contained in the AIO, and Advertiser (or Agency) shall be liable to pay all fees relating to the placement of the Ad.
- Modifying AIOs. The Publisher allows the Advertiser (or Agency) to modify its AIO at any time during the runing of the campaign. However, where such changes entail extending the initially purchased impressions the advertiser (or agency) will be liable to pay the applicable fees, which fees shall be notified to Advertiser (or Agency) upon making the changes in the AIO.
12.2. Advertiser Undertakings. Advertiser (or Agency) undertakes that any AIOs submitted for execution will be in respect of (i) content that complies with all applicable laws, statutes, regulations and codes of practice; (ii) a technically and functionally sound Ad interface that leads to a functioning landing page that does not interfere with a user’s ability to navigate away from the page; (iii) advertising content of which all components, including any text, images, or other media, are relevant and appropriate to the product or service being offered; (iv) advertising content that does not position products or services in a defamatory, threatening, abusive, indecent, obscene or sexually suggestive manner; (v) advertising content that does not exploit political agendas; (vi) advertising content that makes proper use of the language in which it is presented. The content must make proper use of all grammar, symbols, numbers, or letters, and must adhere to their true meaning; (vii) advertising content that clearly represent the company, product, service, or brand that is being advertised; (viii) advertising content that is not deceptive, confusing or prohibited. Products or services promoted in the Ad copy must be clearly represented on the landing page, and the destination site may not offer or link to any prohibited product or service; (ix) advertising content that does not suggest false relevancy to generic offers; (x) advertising content that does not infringe on the rights of third parties (including, but not limited to intellectual property rights such as copyright, design and trademark).
13. AD PLACEMENT AND POSITIONING
13.1 Compliance with AIO. Publisher will comply with the AIO, including all Ad placement restrictions.. Publisher will, within the scope of the AIO, provide an Ad to the portal specified on the AIO, provided that Publisher is entitled to determine the size, placement, and positioning of each Ad.
13.2 Material changes to portal. Publisher will use commercially reasonable efforts to provide Advertiser (or Agency) at least 5business days prior notification of any substantially material changes to the portal that would substantially and materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Where such a modification occurs Advertiser (or Agency) may, as its sole remedy for such change, cancel the remainder of the affected placement without penalty within the notification period. If Publisher has failed to provide a notification, Advertiser (or Agency) may cancel the remainder of the affected placement within 10 business days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification. Advertiser (or Agency) acknowledges that Publisher may remove an Ad if a complaint is given about the Ad and the complaint is proven to be valid, or if the Ad gives rise to any problems in Publisher’s operations or otherwise violates any law or policy.
13.3 Technical Specifications. Advertiser (or Agency) will, in the AIO, clearly indicate the number of Deliverables it wishes to have. Where Publisher receives an accepted AIO, Advertiser (or Agency) acknowledges that Publisher will deliver the Ads as inventory becomes available. It is acknowledged that Publisher only undertakes to deliver the Ad on its primary portal.The technical specifications in relation to any Ad shall be as provided for in the AIO, unless otherwise communicated to Advertiser (or Agency) by Publisher, within 5 (five) business days of the acceptance of an AIO (“specification notice”). Where Publisher effects Changes to the specifications of already-purchased Ads after the specification notice, Publisher may (i) allow Advertiser (or Agency) to send revised Advertising Materials, (ii) resize the Ad at Advertiser (or Agency)’s request for the resizing of the Ad, (iii) accept a comparable replacement, or (iv) elect to place the Ad within the specifications originally reflected on the AIO. In instances where Publisher believes that doing so will enhance the effectiveness of Advertiser (or Agency)’s advertising campaign, Publisher may broaden the targeting criteria specified by Advertiser (or Agency).
13.4 Disclaimer. Publisher does not guarantee the activity that the Ads will receive (e.g. the levels of impressions for any Ad; the number of clicks that the Ads will get etc.). Publisher cannot control how clicks are generated on the Ads. Publisher is furthermore not responsible for click fraud, technological mishaps or other potentially invalid click activity that may affect the cost of running Ads. Advertiser (or Agency) acknowledges that Publisher cannot guarantee continuous, error-free or secure access to Publisher’ services or that defects in the service will be corrected. While Publisher will use reasonable efforts to maintain an uninterrupted service, Publisher does not guarantee this and neither does it give any promises or warranties (whether express or implied) about the operation and availability of Publisher’s portal.
14. FEES, PAYMENT AND PAYMENT LIABILITY
14.1. Fees and Invoices. The initial invoice will be sent electronicaly by Publisher upon calculation, verification or confirmation of the fee payable based upon the number of CPM impressions purchased by Advertiser (or Agency). Publisher is only obliged to activate the Ad upon receipt of its fee from Advertiser (or Agency), provided that where Publisher has activated the Ad without receipt of such fee, Advertiser (or Agency) will remain liable to pay the placement of such Ad upon receipt of Publisher’s invoice. Unless otherwise stated, all fees are quoted in Euros and are inclusive of VAT. In this regard Publisher makes no guarantee on any conversion figures calculated in an Advertiser (or Agency)’s local currency. Publisher will not be liable for any third party transactional fees associated with the AIO, such as bank charges or overdraft fees. Invoices will be sent to Advertiser (or Agency)’s billing address as set forth on the AIO and will include the Order number and any other information reasonably specified by Advertiser (or Agency) such as Advertiser and / or Agency name, brand name, campaign name, and any number or other identifiable reference stated as required for invoicing on the AIO.
14.2. Payment Date. Advertiser (or Agency) will make payment as required under an AIO, or 30 days from its receipt of invoice.
14.3. Payment Liability. Publisher holds Advertiser (or Agency) liable for all payments in accordance with the AIO. Advertiser (or Agency) agrees to clear payment to Publisher within the Payment Date. Where Advertiser (or Agency) has not paid for an Ad as required in terms of an invoice, Publisher reserves the right to remove the Ad from Publishers’ Properties and / or Network Properties (where applicable), without further notification to Advertiser (or Agency). Where this happens, Publisher shall avail itself to all remedies available to it in terms of these terms and conditions or any other applicable law and / or remedy.
14.4. Fee Structure. Publisher reserves the right to amend its fee structure, billing and credit rules at its sole discretion from time to time, which amendments will be effective from the date on which they are made.
14.5. Refunds. Publisher reserves the right not to refund any Advertiser (or Agency) where, inter alia, Advertiser (or Agency) is, in Publisher’s opinion, in breach of these terms and conditions or any guidelines in relation thereto or where Advertiser (or Agency) has, itself, removed its Ad/s - provided that where Advertiser (or Agency) has itself removed an Ad, Publisher may, at its own discretion and under whatever conditions set out by it, permit Advertiser (or Agency) to use the payment made in respect of the abandoned campaign for a future campaign.
15.1. Confirmation of Campaign Initiation. Publisher will, within two 3 (three) business days of the start date on the AIO, which shall be at least one business day after payment of the invoice by Advertiser or Agency (except where Publisher has, at its own discretion, placed the Ad prior to payment of the invoice), provide confirmation to Advertiser (or Agency) in writing (which shall include email communication), stating whether the components of the AIO have begun delivery.
15.2. Publisher Reporting. Publisher will make online reporting available in the dashboard section of the Advertiser’s (or Agency) account on the portal. While Advertiser (or Agency) acknowledges that Publisher has not made any guarantees with respect to usage statistics, Publisher agrees that once it has provided the online or electronic report, Advertiser (or Agency) may reasonably rely on it.
16. CANCELLATION AND TERMINATION
16.1. Without Cause.
Unless designated on the AIO as non-cancellable, Advertiser (or Agency) may cancel the entire AIO, or any portion thereof, as follows:
a. With 24 hours prior written notice to Publisher, without penalty, for any guaranteed Deliverable.
b. At any time in respect of Non-standard CPM advertising placement AIOs, provided that the Advertiser (or Agency) will be held accountable for the full value of the placement for its entire duration as stipulated in the AIO.
c. Advertiser (or Agency) will remain liable to Publisher for amounts due for any Custom Material provided to Advertiser (or Agency) or completed by Publisher prior to the effective date of termination.
16.2. For Cause. If Advertiser (or Agency) breaches its obligations by violating a Policy of Publisher (and such Policy was provided to Advertiser or Agency) and receives timely notice of each such breach, even if Advertiser (or Agency) subsequently cures such breaches, then Publisher may terminate the AIO or placements associated with such breach upon written notice.
16.3. Removal of Advertisement or Cancellation of AIO. Notwithstanding anything to the contrary contained in these Terms, Publisher reserves the right to reject or remove any advert, to revoke Advertiser (or Agency)’s eligibility to use Publisher’ services and / or cancel an entire AIO or any portion thereof, for any reason. Publisher also reserves the right to remove any Ad if Publisher believes that such Ad violates any laws, these Terms, any codes of practice and any sense of decorum.
17. MAKE GOODS AND MAKE GOOD PROCEDURE
As contemplated in Clause 4.2, Publisher does not make any guarantees in respect of usage statistics. Where Advertiser (or Agency) alleges (and it is confirmed) that the Deliverables are not carried out as set forth on an AIO or that there is a shortfall or an underdelivery, and / or if there is an omission of any Ad (placement or creative unit), Advertiser (or Agency) and Publisher will use commercially reasonable efforts to agree upon the conditions of a make good flight, either on a subsequent AIO or at the time of the shortfall. Under such circumstances Publisher may provide credit (in the form of a coupon) equal to the value of the under-delivered portion of the AIO, and where this happens Publisher shall be deemed to have provided make good and shall be under no further obligation to Advertiser (or Agency) in respect of such shortfall / underdelivery.
18. BONUS IMPRESSIONS
Publisher may, at its discretion and at any time, issue online coupons as bonus for as many ad units as Publisher chooses, or as indicated on any AIO. Further to this, Publisher may, at its discretion, issue coupons to any person or entity not linked to any ad units. Advertiser (or Agency) will not be charged by Publisher for any additional Deliverables above any level guaranteed on the AIO carried out pursuant to the activation of such coupons.
19. FORCE MAJEURE
Neither Advertiser (or Agency) nor Publisher will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes (“Force Majeure event”). If a Force Majeure event has continued for five (5) business days, Publisher and/or Advertiser (or Agency) has the right to cancel the remainder of the IO without penalty.
20. AD MATERIALS
20.1. Submission. Advertiser (or Agency) will submit Advertising Materials pursuant to Clause 2.3 in accordance with Publisher’s then-existing Policies. In the event of breach of this provision, Publisher shall avail itself to the remedies provided for in these Terms.
20.3. Damaged Creative. If Advertising Materials provided by Advertiser (or Agency) are damaged, not to Publisher’s specifications, or otherwise unacceptable, Publisher will use commercially reasonable efforts to notify Advertiser (or Agency) within 5 (five) business days of its receipt of such Advertising Materials.
20.4. Modification. It is Advertiser (or Agency)’s responsibility to edit or modify its Ads and Publisher will not, except where this is unavoidable on technical grounds, edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Advertiser (or Agency)’s approval (which approval shall not be unreasonably denied). Publisher will use all Ads in strict compliance with these Terms and any written instructions provided on the AIO.
20.5 Marketing and Trademark Usage. Advertiser (or Agency) will not use the Publisher’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an AIO without the Publisher’s prior written approval. Furthermore, Advertiser (or Agency) may not issue any press release or make public statements about Advertiser (Agency)’s relationship with Publisher without Publisher’s prior written consent. This notwithstanding, Publisher may use any Ad and /or related content and information for marketing or promotional purposes.
21. INDEMNIFICATION AND LIMITATION OF LIABILITY
21.1 By Publisher.
a. Except as expressly set out in this Agreement, Publisher does not make and hereby disclaims, any and all express or implied warranties or conditions including, but not limited to, fitness for a particular purpose, satisfactory quality, non-infringement, absence of viruses or malicious software, and furthermore Publisher makes no representations or warranties that use of Publisher’s services will result in any specific results, benefits or deliver a minimum Audience for any advertising campaign.
b. Under no circumstances does Publisher limit or exclude its liability for death or personal injury arising from its negligence, or its liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited by law.
c. Subject to clause 10.1 (b) Publisher shall not be liable to Advertiser (or Agency) for any loss or damage, whether in contract, delict / tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
i. failure to deliver an Audience;
ii. the portal on which the Ads are served, including any claims arising from use of the portal;
iii. use of, or inability to use, a portal
iv. loss or damage caused by any Ad or any Content or any viruses or other technologically harmful material that may be contained in an Ad or the Content; or
v. any circumstances contemplated in Clause 11 below.
d. Subject to Clause 10.1(b) and 10.1(c), Publisher’s aggregate liability to Advertiser (or Agency) for any claims arising out of or relating to this Agreement shall not exceed the total amount paid by Advertiser (or Agency) to Publisher in the 3 months prior to the occurrence giving rise to the claim.
21.2. By Advertiser. Advertiser will defend, indemnify, and hold harmless Publisher and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Clause 12 or of Advertiser’s representations and warranties in Clause 14.1, (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided either via email, or Publisher’s portal or through some other affirmative means, to Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials or any actual or potential infringement of a third party’s intellectual property rights arising from Publisher’s use and / or publication of such Ad or Advertising Materials, to the extent used or published by Publisher in accordance with these Terms or an AIO.
21.3. By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each AIO, and that all of Agency’s actions related to these Terms and each AIO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Publisher and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Clause 12.
21.4. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party, subject to the level or extent of the indemnifying party’s liability in terms of this Clause 10, in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will, where it elects to defend any Claim, have sole and exclusive control over the defense and settlement of such Claim; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement either of which imposes any obligation or liability on an indemnified party(s) without indeminified party’s prior written consent.
22. LIMITATION OF LIABILITY
Excluding Advertiser (or Agency)’s, and Publisher’s respective obligations under Clause 10, damages that result from a breach of Clause 12, or intentional misconduct by Advertiser (or Agency), or Publisher, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, loss of business opportunity, goodwill or reputation and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.
23. NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
23.1 Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to AIO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the AIO.
23.2 Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court of law or other regulatory body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
23.3. Privacy Policies. If any act carried out by any party to these Terms, in respect of the flighting of any Ad flighted, is in breach of or conflict with the privacy policies of such party, the affected Party shall notify the other in writing of such breach or conflict within a reasonable time. If the faulty party does not cure the breach or conflict within 5 (five) business days of receipt of such notification this will constitute grounds for immediate cancellation of the AIO by the other party.
23.4. Compliance with Law. Advertiser (or Agency), and Publisher will at all times comply with all Republic of South Africa laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
23.5. Advertiser (or Agency) Use of Data. Advertiser (or Agency) will not: (i) use Collected Data (data in relation to Ad pricing information, Ad description, Ad placement information, Ad targeting information and the like) unless Advertiser (or Agency) is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser (or Agency) is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, Advertiser (or Agency) may (A) use Collected Data on an Aggregated basis (i.e. combined with data from numerous campaigns of numerous Advertisers which precludes the identification, directly or indirectly, of an Advertiser) for internal media planning purposes only but not for Repurposing (i.e. retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the AIO), or (B) disclose of qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.
24.1. Necessary Rights. Advertiser (or Agency) represents and warrants that Advertiser (or Agency) has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the AIO and subject to these Terms, including any applicable Policies.
24.2. Assignment. Neither Advertiser nor Agency may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Publisher’s prior written approval will be null and void. All terms and conditions in these Terms and each AIO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns. Furthermore, payment made by Advertiser (or Agency) in respect of the placement of an Ad does not entail the purchase of the rights to the actual web pages, which remain the property of Publisher.
24.3. Entire Agreement. Each AIO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the AIO. The AIO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
24.4. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an AIO and these Terms, the terms of the AIO will prevail. All AIOs will be governed by the laws of the Republic of South Africa. Publisher and Advertiser (or Agency) agree that any claims, legal proceedings, or litigation arising in connection with the AIO (including these Terms) will be brought solely in the Republic of South Africa and the parties consent to the jurisdiction of such courts.
25. COMMUNITY GUIDELINES
Respect the views of others
Keep your political views to yourself
We will remove any content if we feel that it is politically oriented.
Music in Africa does not permit hate speech. We do not permit individuals or groups to attack others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability or medical condition.
Nudity and Pornography
We strictly do not allow sharing of pornographic content and any explicitly sexual content where a minor is involved.
Identity and Privacy
Before sharing content on Music In Africa, please be sure you have the right to do so. We ask that you respect copyrights, trademarks, and other intellectual property legal rights.
Phishing and Spam
We also ask that you respect our members by not contacting them for commercial purposes without their consent.
We take the safety of our members seriously and work to prevent attempts to compromise their privacy or security, including those that use fraud or deception.
BECAUSE WE PROVIDE A WIDE ARRAY OF CONTENT THAT IS PRODUCED OR GATHERED BY FELLOW USERS, YOU MAY ENCOUNTER MATERIAL THAT YOU FIND OFFENSIVE, ERRONEOUS, MISLEADING, MISLABELLED, OR OTHERWISE OBJECTIONABLE. WE THEREFORE ASK THAT YOU USE COMMON SENSE AND PROPER JUDGMENT WHEN USING OUR SERVICES.
OUR CONTENT IS FOR GENERAL INFORMATIONAL PURPOSES ONLY: ALTHOUGH WE HOST A LOT OF INFORMATION PERTAINING TO THE AFRICAN MUSIC SECTOR, THIS CONTENT IS PRESENTED FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT SHOULD NOT BE TAKEN AS PROFESSIONAL ADVICE. PLEASE SEEK INDEPENDENT PROFESSIONAL COUNSELING FROM SOMEONE WHO IS QUALIFIED IN THE APPLICABLE AREA YOU ARE INTERESTED IN. IN PARTICULAR IT IS RECORDED THAT NO INFORMATION PROVIDED BY MUSIC IN AFRICA PURPORT TO CONSTITUTE LEGAL ADVICE, EVEN THOUGH LEGAL IN NATURE, AND THAT USERS NEED TO CONSULT QUALIFIED LAWYERS IF THEY SEEK LEGAL ADVICE.
ANY CONTENT PUBLISHED ON THE PORTAL THAT IS ATTRIBUTED TO A PARTICULAR AUTHOR DOES NOT REPRESENT THE VIEWS OR OPINIONS OF MUSIC IN AFRICA.
WHILST MUSIC IN AFRICA USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PORTAL AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO MUSIC IN AFRICA’S ATTENTION, MUSIC IN AFRICA MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PORTAL, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES.
MUSIC IN AFRICA DOES NOT WARRANT THAT YOUR USE OF THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE TOTALLY IMMUNE TO VIRUSES OR OTHER HARMFUL COMPONENTS.
28. ENTIRE AGREEMENT
Music In Africa Foundation
c/o: Goethe-Institut South Africa
119 Jan Smuts Avenue,
133–617 NPO (Registered in South Africa)
BOARD OF MANAGEMENT
Ribio Nzeza Bunketi Buse (Chairperson)
André le Roux (Deputy Chairperson)
Belisa Rodrigues (Treasurer)
Edington K Hatitye - Music In Africa Foundation
c/o: Goethe-Institut South Africa
119 Jan Smuts Avenue,
Any articles that are attributed to a particular author do not necessarily represent the opinion of the editorial team.
The Music In Africa portal is owned and governed by the Music In Africa Foundation – a non-profit, pan-African Foundation registered in South Africa.
Music In Africa Foundation
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Tel: (+27-11) 442 32 32
Fax: (+27-11) 442 37 38