Content provider Terms & Conditions
Effective as from 1st November 2014, latest updated on 26st JUNE 2023
Description of Mdundo
The Platform is an audio content sharing platform available Online and as a Mobile Application, operating simultaneously, that allows users to upload, download and live streaming of audio Content.
Online Registered Content Providers (Registered here: http://mdundo.com/in/signup) of the Platform may submit, upload and post high quality Audio; Music Sound Recordings, Live Concert Recordings, photos, text, graphics, comments, and other content, data or information (“Content”), which will be stored by Mdundo at the direction of such registered Content Providers, and may be shared and distributed by such registered Content Providers, and other users of the Platform, using the tools and features provided as part of the Services and accessible via the Website and elsewhere.
Mdundo may, from time to time, release new tools and resources on the Website, or other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms of use that we may release for those specific services or features. Mdundo may also edit the content to include advertising and/or promotional materials.
1. ACCEPTANCE OF TERMS OF USE
Please read these Terms of Use, and our Privacy Policy and Guidelines, very carefully. By accessing or using the Platform, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Platform, you represent and warrant that you have read and understood the Terms of Use, Privacy Policy and Guidelines, will abide by them, to form a binding contract with Mdundo.
2. CHANGES TO THE TERMS OF USE
We reserve the right to change, alter, replace or otherwise modify these Terms of Use, and our Guidelines and Privacy Policy, at any time. The date of last modification is stated at the start of these Terms of Use. Mdundo will notify you of any modifications made via email provided.
3. USER ACCOUNT
Access to certain Services is only available to registered users; specifically, Content Providers.
When you register to use the Platform, you will provide us with your email address, and will choose a password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you choose to provide about yourself will be treated in accordance with our Privacy Policy.
All users of the platform shall be bound by the User Terms and Conditions here: http://mdundo.com/terms
a) Password
You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you.
If your username or password is lost or stolen, or if you believe that unauthorized third parties have accessed your account, you are advised to notify Mdundo in writing through artist@mdundo.com, and should change your password at the earliest possible opportunity.
b) Usernames
We reserve the right to disallow, cancel, remove or reassign certain usernames in appropriate circumstances, as determined by Mdundo’s sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Content Provider Terms of Conditions or our Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.
c) Content to be deleted on cancellation of your account
Any attempt to terminate your account by means other than those described in the Termination section will not be considered a proper termination.
Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your sounds), will be irretrievably deleted by Mdundo, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. Mdundo shall not provide you with any file of data relating to activity associated with your account, whether before or after termination. This data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.
4. USE OF THE PLATFORM
When you register to use the Platform, and subject to your strict compliance with these Terms of Use and our Guidelines, Mdundo grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to:
4.a. Submit, upload or post Content to the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time;
4.b. Participate in the community areas and communicate with other members of the Mdundo community strictly in accordance with these Terms of Use and our Guidelines; and
4.c. Use the Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Services from time to time.
The above are conditional upon your strict compliance with these Terms of Use and our Guidelines, including, without limitation, the following:
4.1. You must not copy, rip or capture, or attempt to copy, rip or capture, any Content from the Platform or any part of the Platform, other than by means of download in circumstances where the relevant Uploader has enabled the download functionality with respect to the relevant item of Content.
4.2. You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except:
where such Content is Your Content, or
as permitted under these Terms of Use, and within the parameters set by the Uploader (for example, under the terms of Creative Commons licences selected by the Uploader).
4.3. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Platform offering.
4.4. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
4.5. You must not make use of any bots, botnets, spiders, data mining tools, automated scripts, apps, plugins or extensions with respect to the Platform or any Content regardless of the configuration or mode of operation of the same, including without limitation any of the foregoing that automatically generates messages, plays audio Content, generates comments or favourites any Content or posts any activities. This does not apply to any apps, plugins or extensions officially released by Mdundo and constituting Services.
4.6. You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than Your Content).
4.7. You must not permit any third party to, copy or adapt the object code of the Website or any of the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.
4.8. You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
any Content that is offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Mdundo’s reasonable discretion;
any information, Content or other material that violates, plagiarises, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or
any unsolicited or unauthorised advertising, promotional messages, spam or any other form of solicitation.
4.9. You must not commit or engage in, or encourage, provoke, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
4.10. You must not rent, sell or lease access to the Platform, or any Content on the Platform, although this shall not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be downloaded or streamed.
4.11. You must not make use of any bots, botnets, automated scripts, apps, plugins or extensions or other automated or electronic means to artificially increase your play count or downloads, add followers or otherwise to misrepresent the popularity of Your Content on the Platform, or offer or promote the availability of any such means to any other users of the Platform.
4.12. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
4.13. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Mdundo employee.
4.14. You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.
4.15. You must not sell or transfer, or offer to sell or transfer, any Mdundo account to any third party without the prior written approval of Mdundo.
4.16. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
4.17. You must not use any automatic means of accessing, logging-in or registering accounts on the Platform.
4.18. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Mdundo or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Mdundo’s servers, system or network or attempt to breach Mdundo’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Mdundo’s servers or systems, submitting a virus, overloading, mail-bombing or crashing.
Without limitation to any other rights or remedies for Mdundo under these Terms of Use, Mdundo reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
You agree to comply with the above conditions, and acknowledge and agree that Mdundo has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or to report offending users to the relevant authorities. Content providers in violation shall be informed via the email provided.
5. YOUR CONTENT
Any and all Content that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter "Your Content") is generated, owned and controlled solely by you, and not by Mdundo.
Mdundo does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.
Without prejudice to the conditions set forth in Your Use of the Platform, you must 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. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder. Mdundo shall notify the Content Provider of any uploaders via the email provided of any violations reported.
6. SCOPE OF AGREEMENT
By uploading or posting Your Content to the Platform, you initiate an automated process to transcode any audio Content and direct Mdundo to store Your Content on our servers, from where you may control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere using the Services. To the extent it is necessary in order for Mdundo to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use and/or to enable your use of the Platform, you hereby grant such licenses to Mdundo on a limited, Africa-wide, non-exclusive royalty-free and fully paid basis.
By uploading Your Content to the Platform, you also grant a limited, worldwide-wide, non-exclusive, fully paid up, license to other users of the Platform. You can limit and restrict the availability of Your certain Content to other users of the Platform at any time using the settings on the Artist’s Dashboard Page for each sound you upload, subject to the provisions of the Disclaimer section below.
The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to the Platform. Licenses with respect to Content, and any images or text within your account, will (subject to the following paragraph of these Terms of Use). Licenses with respect to comments or other contributions that you make on the Website will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.
7. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to Mdundo as follows:
7.1. Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorise Mdundo to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Website, any and all Services and any Linked Services.
7.2. Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
7.3. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Platform and via any Linked Services.
7.4. Your Content, including any comments that you may post on the Website, is not and will not be offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
7.5. Your Content does not and will not create any liability to any third party on the part of Mdundo, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
Mdundo reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation. You shall be notified in the event of any Content removal, suspension or termination of access to the Platform within 24 hours via email provided.
8. SCOPE OF CONTENT USE BY MDUNDO
You hereby acknowledge and agree that Mdundo:
8.1. stores Content and other information at the direction, request and with the authorization of its users,
8.2. acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and
8.3. plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Mdundo excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.
8.4. shall grant you assistance to modify or delete any content uploaded on your account. You shall email Mdundo through support@mdundo.com to assist in the take down of the content. Such take down shall be guided by the technical and business team at Mdundo within reasonable.
You hereby acknowledge and agree that Mdundo cannot and does not review the Content created or uploaded by its users, and neither Mdundo nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.
You hereby acknowledge and agree that upon receiving prior written consent, Mdundo may use your name, Content or excerpts thereof for promotional purposes. Mdundo will issue a notification of the same through the email provided. An objection is to be raised within one working day. Thereafter Mdundo shall construe acceptance.
You hereby acknowledge and agree that Mdundo may include promotional material within Your Content before or after a download or as streaming takes place.
You hereby acknowledge and agree that Mdundo can preview your song for 30 Seconds for free before a download takes place for sampling purposes.
You hereby acknowledge and agree that Mdundo can use Your Content and excerpts thereof in Podcasts, DJ Mixes as well as terrestrial TV shows created by Mdundo, as promotional material. Where your Content is included in DJ mixes for the purpose of distribution, such use will be paid as a download.
You hereby acknowledge and agree that Mdundo may scan the internet for illegal copies of your content and automatically file DMCA takedown notification on your behalf to Google.
You hereby acknowledge and agree for Mdundo to make available your Content for free on the Mdundo mobile application.
You hereby acknowledge that upon prior consent, You grant Mdundo permission to use your image, name, likeness and any artwork provided for marketing purposes to attract commercial opportunities for the Mdundo platform. The permission shall extend to and not be limited to Mdundo’s website and social media accounts, including but not limited to Facebook, Twitter and Instagram.
9. REPORTING INFRINGEMENTS
If you discover any Content that you believe to be in violation of your trademark or other intellectual property rights, which you believe violates your rights of privacy or publicity, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use, our Guidelines or applicable law, please report this to us using any of the methods outlined on our contacts page.
If you would prefer to send us your own written notification, please make sure that you include the following information:
9.1. a statement that you have identified Content on Mdundo that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
9.2. a description of the copyright work(s) that you claim have been infringed;
9.3. a description of the Content that you claim is infringing and the Mdundo’s URL(s) where such Content can be located;
9.4. your full name, address and telephone number, a valid email address on which you can be contacted, and your Mdundo username if you have one;
9.5. a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
9.6. 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 infringed;
Your notice should be sent to us by email to artist@mdundo.com and/or by mail to the following address:
Mdundo.Com A/S, Jagtvænget 2, 2920 Charlottenlund, Denmark
10. BLOCKING AND REMOVAL OF CONTENT
Notwithstanding the fact that Mdundo has no legal obligation to monitor the Content on the Platform, Mdundo reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Guidelines or applicable law, or is otherwise unacceptable to Mdundo.
You have no right of continued access to any particular item of Content and Mdundo shall have no liability in the event that you are unable to access an item of Content due to its removal from the Platform, whether by Mdundo or the relevant Uploader.
Mdundo will alert you of any Content in violation via email provided.
11. REPEAT INFRINGERS
Mdundo will suspend or terminate your access to the Platform if determined, in our reasonable discretion, that you have repeatedly breached these Terms of Use or our Guidelines.
If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behaviour is inappropriate and violates our Guidelines, we will send you a written warning to this effect. Any user that receives more than two of these warnings within any twelve-month period is liable to have their access to the Platform terminated forthwith. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Mdundo at its discretion.
12. DISCLAIMER
THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.
WHILST MDUNDO USES ALL REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS ON THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO MDUNDO’S ATTENTION, MDUNDO MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. MDUNDO DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM 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 FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MDUNDO DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.
MDUNDO AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, TOGETHER WITH ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.
13. LIMITATION OF LIABILITY
MDUNDO AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:
ANY LOSS OR DAMAGE ARISING FROM:
YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM; ANY CHANGES THAT MDUNDO MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM IN OR FROM ANY OR ALL TERRITORIES;
ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTS HOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY MDUNDO OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;
ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT; YOUR FAILURE TO PROVIDE MDUNDO WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;
ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR
ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF MDUNDO BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND MDUNDO AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO MDUNDO AS SOON AS POSSIBLE.
NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF MDUNDO, ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR DELIBERATE ACTS OR OMISSIONS, FOR ANY FORM OF FRAUD OR DECEIT, OR FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
ADDITIONALLY, APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MDUNDO AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND MDUNDO, AND THAT MDUNDO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless Mdundo’s successors, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:
Any violation by you of these Terms of Use or our Guidelines;
Any third-party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;
You there warrant that you are the owner of the uploaded content. In the case of a distributor or aggregator, you therefore warrant that you have acquired the rights by way of Agreement with the content owner or rights holder in the Content. As such You shall be solely and individually liable for any breach of Third Party rights.
Any activity related to your account, be it by you or by any other person accessing your account with or without your consent.
Mdundo will notify you in writing, via email, of any third-party claims of infringement of copyright or other intellectual property rights or invasion of privacy arising within 24hrs of receiving such claims.
15. CHANGES TO MDUNDO
Mdundo reserves the right to change, modify, withdraw or discontinue any of the features, services and functionalities of the Platform at any time and for any reason with or without notice. Mdundo also reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Mdundo shall use its reasonable endeavours to notify registered users of such decision in advance.
Mdundo also reserves the right to make changes, modify and amend its Terms and Conditions and shall ensure that the Content Uploader and Users are made aware of such changes through account notifications and email provided.
16. REVENUE SHARE
Revenue herein referred to is as monies into the business which include but are not limited to advertising fees and subscription fees Mdundo’s ability to pay content providers shall be subject to availability of advertising partners and advertising revenue payable thereof and subscription fees.
All revenue made by Mdundo.com shall be distributed appropriately between Mdundo.com and its content providers.
Payments shall be calculated and shared on a 50:50 basis with the Content Provider and shall strictly be made to the Uploader and not any other third party regardless of Collective Management Organization (CMO) affiliations based on the declarations made under the Terms of use. Payment shall depend on whether Mdundo makes revenue, where none shall be made, there shall be no Payments.
The Content Provider/ Uploader shall be solely responsible and bear the burden of ensuring all rights holders are paid upon receipt of the monies payable by Mdundo.
Mdundo may engage a Content Uploader (artist) for brand endorsement opportunities. Such endorsements shall be subject to a separate revenue share Agreement.
Any payment due to the Uploader shall be calculated every six months based on the number of downloads and frequency of streams of more than 30 Seconds and shall be subject to the relevant taxes required by the tax authority, shall strictly be paid to the Uploader and no other third party.
Mdundo does not guarantee a fixed amount per download on the Revenue Share. Neither does Mdundo guarantee a minimum share.
First time payment recipients may be required to swear an affidavit and attach with certified copies of identification and send to Mdundo before any payments are made. The documents shall be sent to:
support@mdundo.com
or
Mdundo.Com A/S, Jagtvænget 2, 2920 Charlottenlund, Denmark
Payments shall be made for more than USD 50 generated by Content uploaded by the Content Provider. Amounts less than the stipulated amount shall be carried forward to the next half year and paid once accumulated to the minimum payable amount.
Mdundo shall make such payments in a manner they find fit. The payment shall be made in local currency of the uploader. The payments shall be effected at the prevailing market rate in freely convertible currency on the date of transfer. In the absence of such a market rate the official rate of exchange shall apply.
Mdundo will hold in trust any uncollected or unclaimed revenue under the payment threshold of USD 50 for a period of three (3) years. Any accumulated royalties that remain uncollected by the recipient after a period of 3 years from the date of payment shall expire without notice and be forfeited by the Content Provider.
Without prejudice to the disclaimers set out in this agreement, Mdundo will investigate any fraud regarding payments reported to them.
You warrant and reinforce that You shall distribute revenues paid to You on behalf of Third Party rights and acknowledge that You shall be individually and solely liable for such distribution.
You hereby agree that Mdundo and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website and/or any Services that Mdundo may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories. Mdundo will however notify you of any changes or modifications within 7 working day.
17. TERMINATION
You may terminate this Agreement at any time by sending notice in writing to
Mdundo.Com A/S, Jagtvænget 2, 2920 Charlottenlund, Denmark
Or
artist@mdundo.com
Termination shall take effect Ninety days (90) on receipt of the Termination.
Mdundo may suspend your access to the Platform and/or terminate this Agreement at any time if
(20) you are deemed to be a Repeat Infringer as described above;
(ii) you are in breach of any of the material provision of these Terms of Use or our Guidelines, including without limitation, the provisions of the following sections: Your Use of the Platform, Your Content, Grant of Licence, and Your Representations and Warranties;
(iii) Mdundo elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or
(iv) in other reasonable circumstances as determined by Mdundo at its discretion.
Following receipt of your notice of Termination, Mdundo will delete your account and all associated Content and data. You are therefore advised to remove, copy or back up any Content in your account before sending us your notice of Termination.
18. ASSIGNMENT OF MDUNDO’S RIGHTS TO THIRD PARTIES
Mdundo may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Mdundo. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Mdundo.
19. SEVERABILITY
Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.
20. ENTIRE AGREEMENT
These Terms of Use, together with the Guidelines and Privacy Policy (which are hereby incorporated by this reference) and any other annexures and or schedules, constitute the entire agreement between you and Mdundo with respect to your use of the Platform and supersede any prior agreement between you and Mdundo. Any modifications to this Agreement must be made in writing.
21. DATA PROTECTION AND PRIVACY
All personal data that you provide to Mdundo in connection with your use of the Platform is collected, stored, used and disclosed by Mdundo in accordance with our Privacy Policy. By accepting the Terms of Use and using the Platform, you also accept the terms of the Privacy Policy, which are incorporated into this Agreement by reference.
22. APPLICABLE LAW AND JURISDICTION
Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as noncontractual claims, shall be referred mediation at first instance, where such mediation attempts fail the dispute shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules.
The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be agreed in writing by the parties, with the allowance of digital courts and systems to enhance expedient dispute resolution interaction. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the Law of England and Wales. However, the arbitrator shall be guided by global best practices to determine any disputes arising between the parties herein.
23. DISCLOSURES
The services hereunder are offered by:
Mdundo.Com A/S, Jagtvænget 2, 2920 Charlottenlund, Denmark
24. INDEPENDENT LEGAL COUNSEL
The Content Uploader acknowledges that he has read and understands this Agreement and acknowledges that he has had the opportunity to obtain independent legal advice with respect to it.
25. CONFIDENTIALITY
The Content Uploader and Mdundo shall hold in confidence any separate arrangements pertaining to this Agreement and shall ensure that neither their actions or omissions shall prejudice either parties’ rights in this Agreement. Such arrangements shall be in writing and read together with this.
Neither party shall make or issue any public statement or press release regarding this Agreement or its subject matter without the prior written approval of the other party.
Neither party shall disclose the other’s Confidential Information to anyone other than:
a. Its employees, independent contractors, Authorized Contractors or professional advisors; or, in the case, its artists;
b. Its licensors, affiliates and content providers;
PROVIDED THAT in each case such third parties need to know such Confidential Information to perform obligations in connection with or resulting from this Agreement and
PROVIDED FURTHER THAT each such third party shall be are bound by confidentiality restrictions which are at least as protective as those set forth in this Agreement and which do not permit further disclosure to third parties
DEFINITIONS:
“Certain Services” shall mean all the services exclusively available to content uploading parties in this Agreement.
“Linked Services” shall mean online linking activities directing traffic to the Mdundo website for music users to engage with the content uploaded.
“Passive Conduit” shall mean an intermediary platform interacting with the artist and/or their representative to make available their musical works to the consumers.
“Royalty Free” shall mean the adoption of revenue share in the advertising revenues paid by marketing firms and corporations using the Mdundo platform to advertise their merchandize and services.
“Territory” shall mean the Continent of Africa and countries falling into the same continental jurisdiction.
“Users” for the purpose of this Agreement refers to parties involved in uploading of content, including but not limited to content aggregators, record labels and publishers.
“Revenue” shall mean monies generated from, including but not limited to advertising and subscription fees, the total revenue collected in a given period shall be less 3rd party deductions including but not limited to taxes, billing fees, telecommunication billing fees and agency fees.
