Welcome to Ayo App Artiste Content Service, the following terms have their meanings ascribed as follows:
Key features of the Service include:
The Service covers Albums, Singles, EPs.
There are important legal consequences to the following provisions. You understand that you reserve the right to seek legal counsel before agreeing to this T&C.
In order to use the Service, a Content Uploader must:
We will from to time send you email communication regarding the Service; You may opt-out of receiving these emails by clicking the unsubscribe link included in any of our emails.
You agree to keep any information regarding your Account information confidential and will notify the Company in the event that your account is compromised.
By creating an Account, you agree that this T&C constitutes a legally binding agreement with respect to your (and, if applicable, your group or your entity’s) use of the Service, and agree to be bound by it.
The Platform provides a hosting functions that enables content uploaders submit Content on our server to be accessed by the end users.
Our Service may contain links to third party websites, software, links, databases directories, products or services (“Third Party Content”) and you understand that we are not responsible for their content or use. You understand that by using this Platform, we do not give any warranty or representation either expressly or otherwise about the quality, accuracy or fitness of such third party content. You further understand that such third party content may have its own terms of use or privacy policy or related rules which may be binding on users of their platform.
You are responsible for maintaining the confidentiality of your Account information and are responsible for all activities that occur with your information. We will not be liable for any losses you may suffer as a result of a breach of your Account.
We reserve the right to change all or any aspect of the Service at any time, including the availability of any feature or content without prior notice or liability. These includes the type of Content that may be eligible for the Service, revenue and the opportunities available to you.
We may communicate such modification to you by a general notification on our Platform. Any such changes will not apply to any dispute between you and us arising before the date on which we posted the revised T&C incorporating such changes, or otherwise notified you of such changes.
Your continued use of the Service will constitute your acceptance of such changes; however, if you object to the revised T&C, you are free to exercise your termination rights as set out below. The date of the last revision to the T&C shall be posted on the Platform.
You represent that you own or have the authority of any third party with proprietary interest in the Content to upload the Content. You are free to use any similar service or platform to monetise your Content.
You agree to grant us non-exclusive rights to make the Content available on the Platform for the benefit of our subscribers to grant them access to the Content for their personal use either online or offline for the duration of your use of the Service.
Subject to the rights expressly granted in this section, all rights in the Content are reserved to the relevant Uploader. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the agreed terms of this T&C. Where you repost an uploader’s Content, in a playlist or station or where you listen to another user’s Content offline, you acquire no ownership rights whatsoever in that Content.
Furthermore, you have the right at any time to request for the removal of the Content from the Platform in your sole discretion.
Nothing in this Agreement grants any rights to any other user of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of the Content (for example, your profile picture) (“Marks”) other than the right to publicly display, make available and otherwise communicate the Marks to the public without alteration, as part of the act of the Content or identifying the proprietary interest in the Content or identifying your association with the Marks.
The licences are granted separately with respect to the Content that you upload to the Platform. Licences with respect to audio Content, and any images or text within your account, will (subject to the following paragraph of this Agreement) terminate automatically when you remove such Content from your account. Licences with respect to comments or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.
Removal of audio Content from the Platform will automatically result in the deletion of the relevant files from our systems and servers. However, notwithstanding the above, you hereby acknowledge and agree that once you authorize any of the Content to be available for offline listening, the Content may still be temporarily available to other users of the Platform who saved the Content for offline listening on their devices after deletion or removal of any Content from our systems and servers, but no longer than thirty (30) days from the time of deletion.
We will notify you of any takedown requests and respond to the same where they comply with the requirements of applicable intellectual property laws. You file or notify us of a copyright infringement via our Website or send an email to enquiries@ayomusicapp.com. with the following:
In consideration for your creating an Account with us and subject to our users subscribing to your Content, you will be entitled to XX% as Revenue inclusive of tax. Payments accruing to you under this T&C shall be paid within XX days following the end of such month where the revenue was generated. Other than the revenue contemplated under this T&C, we shall not be liable to you for any additional fees in connection with your Content.
Each statement we provide to you will be deemed to be final and incontestable one (1) year from the date such statement is first provided by us if you do not provide written notice of any objections to such statement to us within that period of time.
You may at any time terminate your use of the Service by notifying us in writing or deactivating your account or ceasing to use the Platform.
We reserve the right to deactivate or suspend your Account in the event :
In the case of a suspension, during the period of suspension, we may continue to host, store and make available your Content on the Platform pursuant to the rights granted by you to us under this T&C. We will have no obligations to remit Revenue to you with respect to your Content until you have cured the default which caused the suspension.
We will, within forty-five (45) days after the end of the last calendar accounting period of the term, issue a final statement together with payment for any amounts that may be due under this T&C.
We may monetize artistes’ Content in the countries that we provide the Service to.
You will comply with all applicable laws in the performance of your obligations under this Agreement.
You will provide metadata required to monetize your Controlled Works (including music Tracks’ ISRC codes and publishing information, etc.) when uploading.
You shall not manipulate or interfere with the normal operation of our Platform for example by manipulating the Play. For example, with the use of an application or bot intended to artificially increase Plays, or inducing, paying or offering consideration to others to access Content on the Platform.
We may may use third party contractors to operate (e.g., hosting, storing, transmitting, etc.) all or any part of the Platform or Service.
We reserve the right to advertise, promote and offer for sale our consumer and B2B offerings at any retail prices we choose. We reserve the right to discontinue any or all consumer and B2B offerings in any or all country(ies), at any time.
You acknowledge that we maintain (i) a notice and takedown process available to the general public, and (ii) a process for terminating the accounts of repeat infringers. Notwithstanding anything in this T&C, we reserve the right to remove one or more particular Tracks or other Content from the Platform (for clarity, including your Content), or suspend, limit or end your use of the Service, if we receive a takedown notice or if we know or have reason to believe that such Track(s) or Content is in violation of applicable law, this T& C, or could expose us to potential liability.
Notwithstanding anything in this Agreement, our obligations under this T&C in respect of your Content is limited to your territory.
All rights, title and interest (including intellectual property rights) in and relating to the Service, including our names and trademarks and any and all user and usage data generated in connection with the Service and your Content, are owned exclusively by us and may be used by us and our Related Parties, and no ownership interest in any of the foregoing is being transferred to you or any other person or entity by virtue of this T&C.
You represent and warrant that: (i) your Content, as well as any and all other content, information (including metadata) you provide to us pursuant to this T&C, and the use by us in accordance with this T&C, do not and will not violate any applicable law, infringe or violate any proprietary or intellectual property rights of any person or entity, including copyrights, trademark rights, performer’s rights and rights of publicity and privacy; (ii) You have the full right and authority to act, in accordance with this T&C, on behalf of any and all owners of any right, title or interest in and to the Content; (iii) you created and prepared the Content in compliance with all applicable laws; (iv) you own or control the necessary rights in order to upload all of the Content for exploitation on the Platform and to authorize us, our Related Parties to host, use, monetize and otherwise exploit such Content and that such authorized activities will not violate or infringe the rights of any third party.
The Platform is provided to you on an “as is”” basis, without any express representations or warranties of any kind. We expressly disclaim all statutory or implied representations, warranties, terms and conditions as to the quality, performance, non-infringement, merchantability or fitness for a particular purpose of any part or the whole of the Platform and Service.
You agree to defend, indemnify and hold us and our Related Parties and sublicencees harmless from and against any and all Losses due to any claim by you or a third party:
We agree to defend, indemnify and hold you and your Related Parties harmless from and against any and all Losses awarded by a court of competent jurisdiction in respect of any claim by third party arising from a material breach of this T&C.
Without waiving any right or remedy available to the Platform pursuant to this T&C or otherwise: (a) if any potential Losses are alleged for which you are obligated to indemnify us or any of our Related Parties, we have the right to withhold, or require you to reimburse us for, amounts payable to you under this T&C or to deduct from any payments due to you under this T&C ; and (b) if we overpay you or pay you amounts to which you were not entitled, we have the right to withhold, or require you to reimburse us for, amounts overpaid, as applicable, and to deduct therefrom any payments otherwise required to be made under these Terms and Conditions.
We will not be liable to you for any indirect, incidental, consequential, punitive, statutory or special damages, arising out of or related to this T&C, including without limitation damages for loss of business profits, business interruption, loss of business information, even if you have been advised of the possibility of such damages.
Our total aggregate liability to you under this T&C shall not exceed the amount paid to you from the revenue generated from subscribers to your Content for the three (3) month period preceding the claim.
As used in this T&C, “Confidential Information” means any non-public information, non-public beta features, statements, data, usage reports or other materials provided by one Party to the other in connection with this T&C (other than your Content and other information intended for storage and display to end users of the Platform).
Except with the prior written consent of the disclosing Party, neither Party may use or disclose any Confidential Information other than to such Party’s employees and independent contractors or advisors on a need to know basis who are bound by an agreement to limit the use in such a manner as consistent with this provision.
Notwithstanding the foregoing, nothing in this T&C prohibits or limits either Party’s use or disclosure of information:
The validity, construction and performance of this Agreement shall be governed by the laws of the Federal Republic of Nigeria and the Courts in Nigeria shall have jurisdiction to resolve any issues arising from this Agreement. Each party will be individually responsible for all costs and fees incurred in connection with the dispute, including without limitation, all attorneys’ fees, unless recoverable under applicable law.
In the event that the court determines the claim(s) to be frivolous, you agree to reimburse us for all fees and costs we incur.
Except as otherwise stated in this T&C, all notices must be in writing in order to be effective.
If to us, to info@ayomusicapp.com, or, if to you, to your email.
Nothing in this T&C shall be construed to require the commission or omission of any act contrary to applicable law. Where any provision of this T&C conflicts with applicable law, such provision will be construed in a manner consistent with applicable law and all other provisions will remain in full force and effect.
No waiver by a Party, whether expressed or implied, of any provision of this T&C or default under this Agreement will affect such Party’s right to enforce such provision or to exercise a right or remedy under this T&C in the event of any other default, whether or not similar.
Each Party may decline to exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other rights or remedies available to it.
This T&C will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. You shall not assign this T&C or any or all of your rights and obligations under this T&C, in whole or in part, whether by operation of law or otherwise, to a third party.
Any assignment in contravention of the foregoing sentence shall be deemed null and void ab initio. A merger, change of control, reorganization (in bankruptcy or otherwise) or stock sale of a controlling interest in you shall be deemed an “assignment” requiring such consent, regardless of whether you are the surviving entity.
Notwithstanding any provision of this Agreement, the Company may assign this T&C or all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance to any third party, with or without notice to you.
No person or entity not a Party to this T&C has any rights or remedies, whether as a third party beneficiary or otherwise. This Agreement shall not constitute no joint venture, partnership, agency, employer-employee or fiduciary relationship existing between the Parties, and neither Party intends to create any such relationship.
By using this Platform, you represent and warrant that you have read and understood this T&C.
