1. General

1.1. This Terms and Conditions (“the Agreement or T&Cs”) is a binding agreement that sets out the condition of use between Ckrowd Inc. (“Ckrowd”, “we”, or “us”) and you (“User”, “You”, “Partner” “Publisher”). Ckrowd is a content streaming service which offers African contents that give information, education, and entertainment, and offers an extensive library including, but not limited to feature movies, music, entertainment, documentaries which can be uploaded through  our website (“Platform”).  

1.2. Our service.  The Services offered by us allows you to discover, watch, share and upload videos and other content, engage and connect with people on the Platform, and distribute original and exclusive content created by you to third parties and viewers across the globe.

1.3. This Agreement governs your use of our Services and the distribution of videos, and all digital content such as short content, live stream content(“digital content”) through us. Any terms and conditions of the User that deviates from or supplement these T&Cs shall not apply. They shall also not apply if the User refers to them, or they are contained in a document of the User. Something else applies only insofar as Ckrowd has expressly agreed in writing in individual cases (e-mail is not sufficient). 

2.  Acceptance

2.1. You accept this Agreement and agree to be bound by this T&C by using the Services.  You are deemed to have read and accepted this T&C in its entirety by visiting the Platform and using the Services.  We treat your access and use of the Services as an acceptance of this T&C from that point forward.

2.2. If you access and use the Services on behalf of a business or an entity, then (a) “you” and “your” includes you and the business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to this T&C, and that you agree to these terms on the entity’s behalf.

2.3. Ckrowd grants you the Publisher the non-exclusive right to use the tech platform Ckrowd.com in accordance with the provisions of this Agreement to make its content publicly accessible on the live channel on our platform. Furthermore, Ckrowd will provide the technical services which are agreed, such as branding of the Ckrowd-Player and the implementation of the presentation guidelines for the content.

2.4. If Partner uploads video clips to Ckrowd.com in accordance with the provisions of this Agreement and selects the Publisher for the respective clips, provided the Parties have not agreed otherwise, it is at the Partner sole discretion to decide how many and which video clips it uploads at what time (the uploaded video clips together the “Content”).

2.5. Partner/Publisher is responsible for the use and public accessibility of its Content on Ckrowd Platform.

2.6.  If the Publisher uses the uploading tools of Ckrowd platform for video clips, this use – like the use of all other platform functions – shall be at the Partner’s own discretion and responsibility. This means that the Partner is solely responsible to ensure that it is authorized to use the tools for the respective video clips, including the initiation of downloads from respective third-party websites, where his videoclips are stored and made publicly available. vi does not carry out a check of the user’s authorization with regards to third party websites and shall not be liable for any respective infringement of rights

3. Granting of rights to the Publisher and Guarantee

3.1. Ckrowd grants the Publishers selected by it within Ckrowd-platform, the non-exclusive right to make the Content publicly accessible and – if technically necessary – to reproduce it for this purpose, exclusively within the framework of the material, geographical and temporal restrictions defined in the Commercial Terms and this Agreement. Any further use of the Content by the Publishers other than specified in the Commercial Terms and this Agreement is prohibited without written consent by Ckrowd.

3.2. Publishers are not entitled to sublicense or transfer the rights to use the Content acquired under this Agreement to third parties. Furthermore, Publishers are not entitled to demand payment from third parties for access to or use of the publicly accessible Content.

4. Contractual Services

4.1. Ckrowd grants you the non-exclusive right to use its Platform and its Services subject to the T&Cs, and all applicable laws and regulations. This enables you to distribute digital content on the Platform if you create a Publisher/Ckrowd channel. We shall provide all technical support and services to support and ensure a smooth and effective viewing, distribution and engagement of all digital content uploaded on the Platform.

4.2. You can upload, post, transmit, stream or make available to the public digital content on the Platform in accordance with this T&Cs and other documents annexed and incorporated in this Agreement. You have the sole discretion to determine the digital content, duration, and length of same provided that there is no agreement with us which states otherwise.

5. User Digital Content

5.1 Any digital content which you upload, post, transmit, stream or make available to the public through the Platform, which you own or have the right to make available to the public (including but not limited to any photographs, videos, clips, feature films, comedy skits, musical works, sound recordings, audiovisuals works,  text, messages, descriptions, compilations,  graphics, animation, files, works of authorship, album titles, artists names, intellectual property, and metadata) shall be referred to as “user digital content”.

5.2 You represent and warrant that regarding all User Digital Content you make available on the Platform:

a. you own or have the right to or have expressly and legally obtained the right to  post such user digital content, including but not limited to necessary permissions, consent, licenses waivers and releases to use and display the user digital content;

b. such user digital content, or the use of the user digital content does not       violate the T&Cs &Cs and other documents annexed and incorporated in this Agreement, applicable laws, or the intellectual property, publicity, personality, or other rights of others;

c. such user digital content does not constitute defamation, invasion of privacy or publicity, or otherwise violates any rights of a third party;

d. such user digital content is not designed for use in an illegal activity or to promote illegal activities including, without limitation, use in a manner that might be libellous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex religion, nationality, disability, sexual orientation, or age;

e. such user digital content does not contain any unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code;

f. such user digital content does not imply any affiliation with or endorsement of you or your user digital content by us or any artist, band, producer, celebrity, label, entity or individual without the express written consent from us or such individual or entity;

g. we do not need to obtain any licenses or permission from a third party or pay any amounts to any third party in order to use or exploit the user digital content you upload on the Platform;

h. you are not breaching any agreement with a third party by entering into this Agreement and granting the licenses set forth herein; and

i. all user digital content shall comply with our standards as contained in this T&C and other documents annexed and incorporated in this Agreement, and you shall be liable to us and indemnify us for any breach of this warranty.

5.3 Ckrowd may, but have no obligation to monitor, review, or edit user digital content. We retain and reserve the right to remove or disable access to any user digital content for any or no reason, including user digital content that, in our sole discretion, violates the T&Cs and any other documents annexed and incorporated into this Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to user digital content shall be at our sole discretion, and we do not promise to remove or disable access to any specific user digital content.

5.4 You are solely responsible for all user digital content you post. We are not responsible for any user digital content nor does it endorse any opinion contained in any user digital content. You agree that if anyone brings a claim against us related to any user digital content that you post, then, to the extent permissible under applicable laws, you will indemnify and hold us harmless from and against all damages, losses and expenses of any kind (including reasonable legal and attorney fees and costs) arising out of such claim. 

5.5 All user digital content will be considered non-confidential and non-proprietary. You should not post any user digital content on or through the Platform, or transmit to us any user digital content that you consider to be confidential or proprietary.

5.6 CKrowd, or its authorized third parties, reserve the right to cut, crop, edit or refuse to publish, your user digital content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Platform if, in our opinion, your user digital content does not comply with the content standards in this T&Cs and any other agreement referred to in this Agreement.

6.  Rights Granted

6.1 You or the owner of the user digital content still owns the copyright in the user digital content uploaded, posted, transmitted, streamed or made available to the public through our Platform. However, by submitting or uploading the user digital content to us or through the Platform, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, sub-licensable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorise other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your user digital content in any format and on any platform, either now known or hereinafter invented free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate your user digital content, whether in whole or in part, and whether as provided or as modified.

6.2 You further grant us a royalty-free, sub-licensable, and fully paid license to use your username, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

6.3 You grant us the right to use your user digital content without the obligation to pay royalties to any third party, including, but not limited to a sound recording copyright owner, a musical work copyright owner, any performing rights organisation (PRO), any union or guilds, and engineers, producers, actors and actresses, celebrities and influencers, or royalty participants involved in the creation of the user digital content. 

6.4 Where applicable and permitted under applicable law, you agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any user digital content, including but not limited to feedbacks, suggestions and your right to object to derogatory treatment of such user digital content. 

6.5 You waive any rights to prior inspection or approval of any marketing or promotional materials related to such user digital content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your user digital content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any user digital content you post to or through the Platform. We also have the right to disclose your identity to any third party who is claiming that any user digital content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or of their right to privacy.

7. Fees, Remuneration and accounting

7.1 For the provision and use of the Platform and Services provided by us and our partners, a performance-related claim shall be charged against you for all user digital content ("Renumeration")

7.2. The remuneration consists of a fixed amount to be paid to the contractual partner per 1000 views of the respective content (“CPM”) or

7.3. Ckrowd will provide Partner/Publisher with a report and/or an online reporting dashboard for each billing period in accordance with the payment terms in the Commercial Terms and thereafter transfer to the Partner the contractually agreed monies. After we withhold the necessary taxes as may apply. All payments agreed on are in net and are to be paid plus the statutory value added tax. You agree to provide all necessary and required information to determine our tax obligations regarding any and all payments due to you.  

7.4 Ckrowd may defer amounts generated by your user digital content which does not exceed a total of US$100 (One Hundred Dollars Only) and carry it over to the next respective billing period until the total accrued amount exceeds US$100 (One Hundred Dollars Only) or the end of the current calendar year is reached. No interest shall accrue on the deferred amounts.

7.5 Ckrowd reserve the rights to increase or add new fees for any existing Services or new features to the Platform, or implement a fee for any previously free Services of features on the Platform by giving you a 30 days’ advance notice, which shall be posted on our Website. You agree that you are responsible for checking our Platform regularly to confirm if there are any new additions and fee changes. 

7.6 You are responsible for any fees assessed by any online payment service provider on Ckrowd Platform for any and all transactions that you submit to the payment services on our Platform, including fees charged by third parties used in processing payouts. 

8. Guarantees and indemnification

8.1. You guarantee that you the owner of the rights to the user digital content uploaded on the Platform, and you grant us all right as listed in Clause 7, and any other rights stated in this Agreement. You further agree that the user digital content is free from all third-party rights that could conflict with the contractual use of the user digital content by us, and it is not illegal under any and all applicable laws.

8.2. You guarantee that the Content is free from third-party rights that could conflict with the contractual use of the Content by Ckrowd or Publisher. The Partner further guarantees that the use of the Content within the scope of this Agreement and the agreements with the Publisher a does not infringe the personal rights of third parties and is not illegal for any other reason.

8.3. You guarantee that the Content does not contain any virus or computer code, file or program that is intended or suitable to restrict or destroy the functionality of a website, computer software and or other application.

8.4. You shall indemnify us and any of our partners (including but not limited to VI) from all claims of third parties in relation to the user digital content including but not limited to copyright, trademark rights, passing off, design rights, performers rights, neighbouring rights, image rights, privacy rights, data protection, and competition law.

9. Warranty and Limitation of Liability

9.1 We make no representations, warranties or guarantees, whether express or implied that the content on our Platform (including user digital content) is accurate, complete or up to date. Where our Services or content on the platform contain links to other sites and resources provided by third parties, you agree that the links are provided for your information only. We have no control over the contents of those sites or resources, and as such, those contents and the information you may obtain from them should not be interpreted as approval by us. You further acknowledge that we do not have any obligation to pre-screen, monitor, review, or edit any content (including user digital content) posted by you or other users on the Platform.

9.2 The Services and Platform are provided on an “as is” and “as available” basis without any warranties of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties, including but not limited to, the warranty of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose. We reserve the right to change functionality and content offered under the Services as an ongoing basis. 

9.3 To the fullest extent permitted by applicable law, we make no warranties or representations about the Services, and its content (including user digital content) regarding its accuracy, reliability, completeness, efficacy, or timeliness. We shall not be subject to liability for truth, accuracy, or completeness of any information conveyed to the you or for errors, mistakes, or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that your use of the Services and its contents (including user digital content) is at your own risks, as it is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other contents available via the Services on the Platform. 

9.4 We shall not be liable for any damages whatsoever including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the access, use or inability to use the Platform, its Services and contents, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages. 

9.5 Technical problems such as temporary non-availability of individual parts of the Platform and its Services or the short-term unavailability of the whole Platform itself must be expected and shall not constitute a breach of this Agreement. We do not warrant that the Platform will operate error-free or that the Platform, its services, or its content are free of computer viruses or similar contamination or destructive features, and if any harm, damage or loss of data occurs from the use of the Platform, its services or its content, we shall not be liable, nor bear the cost for servicing or replacing lost date or damaged equipment. We also reserve the right to add or remove support for specific devices.

10. Marketing

10.1. The Parties grant each other the right to display the name, logo and/or trademark of the other party on their website without prior notice, as well as the right to use them for marketing, sales and PR materials of their own performance for an unlimited period. This right applies regardless of the term of the Agreement until it is revoked by one of the Parties.

10.2. Ckrowd is further granted the right to request a service provider case for marketing purposes at least once per calendar year. If this service provider case is not objected in whole or in part within 5 working days, vi may use it for marketing purposes on its website, marketing, sales and PR materials. This right applies regardless of the term of the Agreement until it is revoked by one of the contracting Parties.

11. Confidentiality

11.1. The Parties undertake to treat the Agreement and all information which they have obtained directly or indirectly from the other party in the course of the execution of this Agreement as confidential and to use it only in connection with the execution of this Agreement. In particular, the Parties undertake neither to pass on the information to third parties nor to make it available to third parties in any other form and to take all reasonable precautions to avoid access to the information by third parties. The Parties will only publish press releases on the cooperation after prior mutual agreement.

11.2. The confidentiality obligations under this Agreement shall not apply if and to the extent that the relevant information can be proven to (i) be generally known; (ii) has become generally known without guilt of the recipient of the information; (iii) has been or will be lawfully obtained by a third party; (iv) be disclosed to consultants or potential buyers, to the extent that they are subject to a professional or contractual duty of confidentiality and the disclosure is necessary to protect the legitimate interests of the recipient of the information; and/or (v) have to be disclosed due to mandatory statutory provisions, court orders or other official orders.

12. Term and termination of the agreement

12.1. This Agreement shall enter into force upon signature of the Parties. Unless otherwise specified in the Agreement, the minimum term of the Agreement is twelve months, starting from the date specified in the Commercial Terms. After expiry of the minimum term of the Agreement, the Agreement shall be of unlimited duration.

12.2. The Agreement may be terminated for the first time with a notice period of at least two months to the end of the initial minimum contractual term. Thereafter, the Agreement may be terminated at any time with a notice period of at least four weeks to the end of the quarter.

12.3. The right of both Parties to terminate the Agreement without notice for good cause remains unaffected.

12.4. Any declaration of termination must be in text form (e-mail is sufficient) to be effective.

13. Severability clause

13.1. Should individual provisions of this Agreement or its annexes be or become void or ineffective in whole or in part, this shall not affect the effectiveness of the remaining provisions. Any terms and conditions that are not included or are ineffective shall be replaced by statutory law. Otherwise, the Parties shall replace the void or ineffective provision with an effective provision that comes as close as possible to the economic purpose of the void or ineffective provision, provided that not supplementary interpretation of the Agreement has priority or is possible.

14. Final provisions

14.1. This Agreement is subject to Nigerian laws, excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods.

14.2. If the Partner is a merchant, a legal person under public law, or special assets under public law, the place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Lagos.

14.3. This Agreement, together with its annexes, contains all agreements and declarations of the contracting Parties regarding the subject matter of the Agreement. It replaces all previous agreements, oral or written declarations of intent and other legally binding or non-binding arrangements between the Parties regarding the subject matter of the agreement.

14.4. Amendments and additions to the Agreement must be made in writing to be effective, unless a stricter form is prescribed by law; electronic form and text form are excluded. This shall also apply to any amendment to this written form requirement. Oral or written collateral agreements have not been made. Transmission via Telecommunication or correspondence is not sufficient to comply with the written form requirement.

Using this platform assumes you have agreed to all the terms stated above.

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