Terms of Use

Welcome to the InterSpace Distribution website, applications, and the products and services offered by InterSpace Distribution through its website and mobile network (collectively, including all Materials available through the www.InterSpaceMusic.com domain name and the InterSpace Distribution website network, including mobile sites and apps, “Sites”). This End User License Agreement (“EULA”) describes the terms and conditions applicable to your access and use of the Sites and the products and services offered therein.

THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICKING “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, OR CORPORATION, IN WHICH CASE “YOU”, ‘’OWNER’’, ‘’LICENSOR’’ SHALL REFER TO THE ARTIST, BAND, GROUP, OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT WHILE US REFER TO ‘’INTERSPACE DISTRIBUTION, ‘’LICENSEE’’ THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW

Please read the following carefully before using the Sites or ordering/downloading any of our products so that you are aware of your legal rights and obligations with respect to InterSpace Distribution, its affiliates, licensors, content providers, and other users. THIS EULA FULLY INCORPORATES BY REFERENCE: (A) THE PRIVACY POLICY AND(B)DIGITAL DISTRIBUTION AGREEMENT (C) ALL OTHER POLICIES AND GUIDELINES OF THE SITES AND MATERIALS, SERVICES, AND/OR DOWNLOADING AND/OR USING SOFTWARE (AS SUCH TERMS ARE DESCRIBED BELOW), INCLUDING WITHOUT LIMITATION: (I) OFFICIAL RULES FOR ANY CONTESTS, OFFERS, OR SWEEPSTAKES, AND (II) THE POLICIES AND GUIDELINES OF ANY THIRD PARTY ADVERTISERS, LICENSORS, AND/OR PARTNERS.

By using these Sites and the services and products offered on or through them, you may access the InterSpace Distribution Website and the InterSpace Distribution service. As used in this EULA, the term, “Software” includes the InterSpace Distribution Website, any other software owned or controlled by InterSpace Distribution which you have selected for downloading and installation, and any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates, and upgrades provided to you. Software includes security components that permit digital information to be protected (i.e., “DRM” components) and its use to occur only as permitted by usage rules set by InterSpace Distribution and/or its licensors who have provided Materials (as defined herein below) for the Services.

Using this Site, you may access some or all of the services (“Services”) offered by InterSpace Distribution and its licensors and authorized business partners (collectively, “Providers”). The Services include, but are not limited to, the InterSpace Distribution, video subscription and download facility, and the InterSpace Distribution subscription service (collectively, “Subscription Service”). Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by InterSpace Distribution (whether by upload to the InterSpace Distribution website (the “Website”) or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to InterSpace Distribution, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.

By using these Sites, the Services, the Materials, and/or downloading and/or using Software, you automatically signify your agreement with and acceptance of this EULA. You also agree to ensure that anyone who uses these Sites, Software, the Materials, and/or the Services on your computer also strictly abides by and adheres to this EULA. InterSpace Distribution has the right to revise, alter, change, modify, supplement and/or amend (collectively, “revisions”) this EULA at any time for any reason, in its sole discretion, without providing notice to its users. Your continued use of these Sites, Software, the Materials, and/or the Services shall automatically be deemed to be and constitute your agreement with and acceptance of those revisions. We reserve the right to make revisions to or discontinue any portion of the Sites, Software, the Materials, and/or the Services at any time and for any reason, at our sole discretion. We may also impose limits on certain features or restrict your access to parts or the entire Sites without notice or liability. Your continued use of the Sites, Software, the Materials, and/or the Services after such revisions shall automatically be deemed to be and constitute your agreement with and acceptance of those revisions. You should check this website regularly to determine if any changes and or updates have been made to this EULA.

If you do not meet the requirements (as described below) or agree to (or cannot comply with) this EULA, as may be revised from time to time, you must stop using the Sites, Software, Materials, and Services and, if applicable, cancel your Subscription Service. This license will terminate upon conditions set forth elsewhere within this EULA or if you fail to comply with any term or condition of this EULA. In such an event, no notice shall be required by InterSpace Distribution to effect such termination.

PRIVACY:

Your privacy is very important to us at InterSpace Distribution. To better protect your rights, we have provided the InterSpace Distribution Privacy Policy to explain our privacy practices in detail. This Privacy Policy is incorporated herein by reference, and all users of the Services, Sites, Materials, and Software are bound by its terms. You understand, acknowledge, and agree that any use of the Data collected when you open an Account (as described herein) or use the Sites, Software, Materials, and/or Service as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.

ACCOUNTS:

If you desire to download music available from InterSpace Distribution and/or its licensors, you must register with InterSpace Distribution to open an account (“Account”) for the purpose of subscribing for and/or downloading and/or using content from the Sites or to purchase Subscription Services. You represent, covenant, and agree that you will access the Services in connection with your Account only from the country you identify as your residence when you establish your account. As part of the registration process, each user will be asked for such personally identifiable information as name, email address, age, postal mailing address, mobile telephone number, gender, and other demographic information (collectively, “Data”), as well as asked to select a password (“Password”) and User Name (“User Name”). You agree to provide InterSpace Distribution with accurate, complete, and updated Account information and maintain and promptly update such information to keep it accurate, current, and complete. If you provide any information determined by InterSpace Distribution, in its sole discretion, to be untrue, inaccurate, not current, incomplete, misleading, or designed to deceive, or if InterSpace Distribution, in its sole discretion, believes it has a basis to suspect that such is the case, InterSpace Distribution has the right to immediately suspend or terminate your account, either with or without notice to you, and refuse to grant any and all current or future access and use of the Services (or any portion thereof) and/or any benefit to which you may be entitled through your access and use of the Sites, Software, Material, and Services. You may not:

• Select or use a User Name of another person or third-party entity with the intent to impersonate that person or third-party entity;
• Use a name subject to the rights of any other person or third-party entity without authorization;
• Use a User Name that InterSpace Distribution, in its sole discretion, deems inappropriate or offensive. You shall notify InterSpace Distribution at customer support of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your User Name and/or Password.

You will be responsible for maintaining the confidentiality of your User Name and Password. InterSpace Distribution may immediately terminate your Account or suspend your access to your Account without notice for conduct that InterSpace Distribution believes, in its sole discretion, is illegal, fraudulent, harassing, abusive, or otherwise improper or inappropriate; a violation of this EULA, any other policies or guidelines posted by InterSpace Distribution on any of its Sites; or harmful to other users, third parties, the Services, or the business interests of InterSpace Distribution. If InterSpace Distribution has terminated a portion, but not all, of your access to the Services for the foregoing reasons, you will nevertheless be responsible for all the charges for the Services, if any. Use of an Account for illegal, fraudulent, or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against InterSpace Distribution, or a claim that in any way involves InterSpace Distribution, then InterSpace Distribution may terminate your Account. Upon termination of your Account by InterSpace Distribution for any of the above-mentioned reasons, InterSpace Distribution may prohibit you from ever opening up another Account, as determined by InterSpace Distribution in its sole discretion. Upon termination of your Account, InterSpace Distribution will have no obligation to notify any third parties nor will InterSpace Distribution be responsible for any damages or liabilities that may result or arise out of the termination of your Account. You understand and agree that our advertising relationships help us to make the Service available to you. The information that you submit to the Service through the Site remains your property, but by using the Sites, Software, and Materials and by participating in the Service, you grant us the right to use such information for marketing purposes, including, but not limited to, sharing such information with third parties. InterSpace Distribution may use such information to directly market certain offers to you via email marketing, telemarketing, direct mail, mobile telephone text messaging (including, without limitation, SMS and/or MMS), and other methods, to monitor compliance with our Site Terms of Use and/or this EULA, and for content improvement and feedback purposes. We may sell the personal information that you supply to us, and we may join together with other third-party businesses to bring selected retail opportunities to you. These businesses may include, but are not limited to, providers of online, email, telemarketing, and direct mail marketing services and applications. Such services and applications may include, but not be limited to, lookup and reference, data enhancement, overlay, appending, suppression, and validation. By registering on the Site for our Service, you are indicating that you have read and agree to this EULA and the Privacy Policy and of its all terms and conditions, and you further acknowledge and agree that you understand how and under what circumstances the personal information you provide will be used. You also agree to receive marketing promotions and other solicitations from this Site, its advertising partners and/or other third-party advertisers (collectively, “Site Sponsors”) based on the information you provide on this Site, and expressly agree to be contacted by any such Site Sponsors through direct mail, phone, pre-recorded message, SMS text, and/or email. You are not obligated to opt-in to receive any Site Sponsor offers when you participate in the Services. However, if you choose to opt-in to receive any Site Sponsor’s offer(s), you understand and agree that such Site Sponsor may contact you using the registration information you provide to InterSpace Distribution, including without limitation, by telephone or email, pursuant to the terms and conditions of this EULA and InterSpace Distribution’s Privacy Policy.

AUTHORIZATION:

 You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the “Term” (as defined below) and throughout the “Authorized Territory” (as defined below), to:

• Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;
• Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or non-interactive basis) through the Website, a Licensee website, or via an InterSpace Distribution Widget, you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale, or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to the songwriters, composers, or music publishers owning any rights in and to Your Content; any performing artist(s) (including non-featured vocalists and musicians) on Your Content; any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA, and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
• Distribute Your Content in accordance with any applicable Addendum;
• Place or embed Your Content in magazines, websites, InterSpace Distribution advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the InterSpace Distribution Service;
• Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;
• Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
• Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and
• Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.

YOUR OBLIGATIONS:

• You, or a licensee acting on your behalf will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content.
• Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content with regard to publishing issues.], all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us.
• You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.
• InterSpace Distribution is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by InterSpace Distribution; provided, however, that InterSpace Distribution may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. InterSpace Distribution may, but need not, provide you with notice in the event InterSpace Distribution terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content.
• Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or InterSpace Distribution.

REFUND POLICY

InterSpace Distribution shall not be obligated to make any refund for any monies/payment made for our services. This includes payment made by mistake or in error into the company’s account. INTERSPACE DISTRIBUTION OPERATES A NO REFUND POLICY.

USE OF MATERIALS; USAGE RESTRICTIONS

• All materials and works published by InterSpace Distribution on any of its Sites or available from the Services (including, but not limited to, audio files and streams, video files and streams text, images, illustrations, etc.) are owned or controlled by InterSpace Distribution, subsidiaries and/or affiliated companies or a third-party provider or licensor, and may be referred to herein as “Materials.” The Materials contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is governed by this EULA, certain other policies and agreements, and applicable law. Further, the third party providers and licensors of the Materials have reserved all rights, including without limitation all applicable rights relating to their Materials, as they may prescribe from time to time. Your use of the Materials is subject to the following prohibitions and restrictions.
• You are prohibited from copying, reproducing, uploading, exporting, transferring, selling, forwarding, sharing with others or transmitting the Materials in any way unless specifically authorized by InterSpace Distribution.
• You may use the Materials for personal, non-commercial entertainment use only; you are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for the Materials, including any rights for uses that require a synchronization or public performance license with respect to the underlying musical composition.
• InterSpace Distribution does not control Your Content and does not have any obligation to monitor Your Content for any purpose. InterSpace Distribution may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so InterSpace Distribution assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.
• You are prohibited from making modifications to the Materials or creating derivative works based on the Materials, as well as using the Materials on any networked computer environment or other website.
• You are prohibited from making any use of the Materials that would infringe the copyrights therein.
• You must comply with all applicable law in your use of the Materials and agree to protect any third party licensor’s rights therein.
• You are prohibited from making any unauthorized reproduction or distribution of Materials that violates applicable law.
• You agree and accept that these usage restrictions may be enforced through technological means via applicable security solutions. All rights not expressly granted to you in this EULA are reserved to InterSpace Distribution and/or its licensors. InterSpace Distribution (for itself and for the Materials’ owners) reserves the right to enforce these usage rules and restrictions with or without notice to you.

YOUR ELIGIBILITY TO OPEN AN ACCOUNT; INDIVIDUALS UNDER THE AGE OF 13

• By opening an Account, you represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside. It is solely with your discretion whether or not to allow your minor children (provided such children are not under the age of 13 years) for whom you are the parent or legal guardian to access and use the Sites, Software, Materials and/or the Services using your Account, provided, however, that you accept exclusive, full and complete responsibility for the conduct of the children using your Account.
• Pursuant to the provisions of the Nigerian Child Right Act, United States Federal Children’s Online Privacy Protection Act (COPPA) and similar laws in other countries, our policy is to refuse individuals under the age of 13 to submit information to the Sites or to install and/or use Software, Materials and/or the Service. If you are under 13 years of age, you are not permitted to install Software or use the Sites, Materials and/or the Service.
• If you are under 13 years of age and you have either agreed to this EULA or created an account through the Site by lying about your age, you are in violation of this EULA and our Privacy Policy. You must immediately discontinue any use of these Sites, uninstall Software and discontinue any use of the Service.

PROHIBITED USE OF THE WEBSITE AND LICENSEE WEBSITES AND SERVICES:

You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage InterSpace Distribution, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:

• Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;
• Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;
• Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
• Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
• Create a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by InterSpace Distribution;
• Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
• Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;
• Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or
• Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SALES AND DISTRIBUTIONS:

InterSpace Distribution makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with InterSpace Distribution for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to InterSpace Distribution upon InterSpace Distribution’s request.

AGREEMENT TO PAY:

• By signing this agreement, you authorize InterSpace Distribution to charge applicable fees to your billing payment method designated during the registration process, on a pre-paid basis if applicable. InterSpace Distribution may make various payment methods available to you, including Cash, Bank Deposits and mobile money, and InterSpace Distribution may cease offering any particular payment method at any time, in its sole discretion, at which time you will be required to select a different payment method to continue using the Services. If we are unable to charge your billing payment method for any payment, InterSpace Distribution may, in its sole discretion, take any of the following actions: deny purchase, immediately suspend or terminate your InterSpace Distribution account. Unless you unsubscribe from InterSpace Distribution, InterSpace Distribution will automatically collect and retain your billing information and Account information for future purchases. Prices quoted are generally inclusive of any applicable taxes that are required to be collected and remitted by InterSpace Distribution, including any sales taxes.
• Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by InterSpace Distribution pursuant to the Authorizations set forth in Section2 of this Agreement.
• InterSpace Distribution, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to InterSpace Distribution as true and complete. InterSpace Distribution shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
• Nigerian subscribers shall be paid in the local currency (Naira), at the official exchange rate of the Central Bank of Nigeria (CBN).
• All Account details submitted for payment shall reflect the name and information of the subscriber. If the name does not match then the subscriber must submit a verifiable government ID matching the submitted name to the company.

DISCLAIMER OF GUARANTEES, CLAIMS, REPRESENTATIONS AND WARRANTIES

*READ THIS CAREFULLY*

• THE SITES, SOFTWARE, THE MATERIALS AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND YOU ACCESS THEM AT YOUR OWN RISK. INTERSPACE DISTRIBUTION MAKES NO GUARANTEES, WARRANTIES, CLAIMS OR REPRESENTATIONS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITES, SOFTWARE, THE MATERIALS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF CUSTOM, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, QUALITY, PERFORMANCE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, NO GUARANTEES, WARRANTIES, CLAIMS OR REPRESENTATIONS OF ANY KIND ARE CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FURTHER, INTERSPACE DISTRIBUTION MAKES NO GUARANTEES, CLAIMS, REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SITES, SOFTWARE, THE MATERIALS OR THE SERVICES PROVIDED BY LICENSORS, ADVERTISERS, MARKETERS AND/OR THIRD PARTIES WHICH ARE ACCESSIBLE ON OR THROUGH THE SITES, SERVICES, MATERIALS OR SOFTWARE.
• NEITHER INTERSPACE DISTRIBUTION NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, CONTRACTORS, THIRD PARTY VENDORS, INTERSPACE DISTRIBUTION PROVIDERS, FACILITIES, INFORMATION PROVIDERS, LICENSORS OR OTHER SUPPLIERS PROVIDING DATA, INFORMATION, SOFTWARE, MATERIALS AND/OR SERVICES MAKE ANY GUARANTEES, CLAIMS REPRESENTATIONS OR WARRANTIES OF ANY KIND: THAT THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, RELIABLE, UNINTERRUPTED, IMPAIRED, TIMELY, SECURE, ACCURATE, COMPLETE, VIRUS-FREE OR ERROR-FREE, OR THAT ERRORS OR DEFECTS RELATED TO THE SITES, SOFTWARE, THE MATERIALS OR THE SERVICES WILL BE CORRECTED. INTERSPACE DISTRIBUTION ALSO DOES NOT GUARANTEE, CLAIM, REPRESENT OR WARRANT THAT THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. THIS DISCLAIMER OF GUARANTEES, CLAIMS, REPRESENTATIONS AND WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS EULA AND YOUR PERMISSION FROM INTERSPACE DISTRIBUTION TO ACCESS AND USE THE SITES, SOFTWARE, MATERIALS AND SERVICES.
• INTERSPACE DISTRIBUTION AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT USER PERSONALLY IDENTIFIABLE INFORMATION (DATA) SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IS AT YOUR SOLE RISK, AND INTERSPACE DISTRIBUTION HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS OR LIABILITIES RELATING TO, ARISING OUT OF OR IN CONNECTION WITH SUCH INFORMATION. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITES, SOFTWARE, THE MATERIALS AND THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
• The above exclusions may not apply in some jurisdictions that do not allow the disclaimer of certain implied warranties, so the foregoing disclaimer may not apply to you. In such jurisdictions, all representations and warranties other than those expressly prohibited by applicable law shall be enforced to the fullest extent of the law.

LIMITATION OF LIABILITY

*READ THIS CAREFULLY*

• YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT INTERSPACE DISTRIBUTION, ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, INTERSPACE DISTRIBUTION PROVIDERS, PARTNERS, ADVERTISERS, AND AGENTS (COLLECTIVELY, “PROTECTED PARTIES”) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR OTHER RELIEF OF ANY KIND OR NATURE, ARISING OUT OF, IN CONNECTION WITH OR OTHERWISE RELATED TO THE SITES, SOFTWARE, MATERIALS AND/OR SOFTWARE INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ASSETS, BUSINESS OR OTHER TANGIBLE AND/OR INTANGIBLE LOSSES, EVEN IF ANY OF THE PROTECTED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE, RESULTING FROM: THE USE OR THE INABILITY TO USE THE SITES, SOFTWARE, THE MATERIAL AND/OR THE SERVICES; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR CONTENT RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SITES, SOFTWARE, THE MATERIAL AND/OR THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES; INACCURACIES, MISTAKES, OR ERRORS OF CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES; ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES BY A THIRD PARTY; OR ANY OTHER MATTER RELATING TO THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL THE PROTECTED PARTIES HAVE CUMULATIVE LIABILITY UNDER THIS EULA. IN THE EVENT THIS LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE OR LIMITED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE PROTECTED PARTIES SHALL NOT EXCEED USD$25.
• BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON LIABILITY OR THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE PROTECTED PARTIES’ LIABILITY SHALL BE LIMITED ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES IS TO DISCONTINUE ANY USE OF THE SITES AND/OR UNINSTALL AND CEASE USE OF SUCH SOFTWARE, MATERIALS AND SERVICES.

LINKS TO THIRD PARTY SITES, THIRD PARTY CONTENT, ONLINE BEHAVIOUR AND PROHIBITED USES OF SOFTWARE

• The links throughout this Site will let you leave the InterSpace Distribution Site. These links are provided as a courtesy only, and the sites they link to are not under the control of InterSpace Distribution in any manner whatsoever. Therefore, InterSpace Distribution is in no manner responsible for the “Content” of any such linked site(s) or any link contained within a linked site, including any changes or updates to such site(s). InterSpace Distribution is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by InterSpace Distribution of the site(s) and/or any of the content therein.
• You understand that all third party content, including, without limitation all advertiser, marketer and other third party offers, data, links, articles, search results, graphic or video messages and all information, text, software, music, sound, graphics or other materials made available or accessible through the Sites, Software, Materials and Service (collectively, “Content”), whether publicly available or privately transmitted, is the sole and exclusive property of such third parties, each of whom assumes complete responsibility for the Content they have created.
• InterSpace Distribution has and accepts no responsibility for and does not endorse or control such Content. This means that you, and not InterSpace Distribution, are entirely responsible for all Content that you upload, download, post, email, transmit or otherwise make available via this Site, Software or the Services. InterSpace Distribution does not guarantee the accuracy, integrity or quality of such Content.
• You understand and agree that by accessing and using the Sites, Software, Materials and Services, you may be exposed to Content that may be offensive, indecent or objectionable in your community.
• You agree to assume and accept all risks associated with the use of any Content, including any reliance on the accuracy or completeness of such Content.
• You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
• You acknowledge that you may not rely on any Content submitted to InterSpace Distribution including, through this Site or the Services. Under no circumstances will InterSpace Distribution or its licensors be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the access and use of any Content posted or transmitted via the Services by accessing and using the Services.
• you understand, acknowledge and agree that you may be subject to various risks, including, without limitation, the exposure of data you have downloaded or have offered to share, and that you assume and accept all such risks as solely your risks and responsibility. In addition, all Content made available or accessed through the use of the Services is the property of the applicable Content owner and may be protected by applicable laws, including without limitation, those relating to Intellectual Property Rights.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ARE STRICTLY PROHIBITED FROM:

• Removing any proprietary notices from this Site, Services, the Materials and Software or any copies thereof; causing, permitting or authorizing the modification, creation of derivative works; translation, reverse engineering, decompiling or disassembling of Software or media; selling, assigning, renting, leasing, acting as a service bureau, or granting rights in Software or Services, including, without limitation, through sublicense, to any other entity without the prior written consent of InterSpace Distribution; exporting or re-exporting Software or media in violation of applicable export laws; using this Site, Software or Services for any commercial purpose or the benefit of any third party or any manner not permitted by the license grant; using the InterSpace Distribution Sites, Software, Materials or Services to access any content files accessible through the InterSpace Distribution Software without the permission of the publisher of the content files; accessing, creating or modifying source code related to the Site, Software, Material, or Services in any way; using the InterSpace Distribution Sites, Materials or Services to, or in any way that would, violate any applicable law, regulation or ordinance; using the InterSpace Distribution Sites, Software, Materials or Services to develop, generate, transmit or store information that: infringes any third party’s intellectual property or other proprietary right; is defamatory or harmful; or in any way obstructs or otherwise interferes with the normal performance of another person’s use of the InterSpace Distribution Software or Services.
• Using any unlicensed or unauthorized copies of the Materials and Software; collecting any information or communication about the users of the Sites, Materials, Services, Software by monitoring, interdicting or intercepting any process of or communication initiated by the Sites, Materials, Services, Software or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing; attempting to hack this Site, Services, Software or any communication initiated by the this Site, Services, or Software or to defeat or overcome any encryption and/or other technical protection methods implemented by InterSpace Distribution or its licensors with respect to this Site, Services, Software and/or data and/or content transmitted, processed or stored by InterSpace Distribution or other users of this Site, Services, Software; or taking any steps to interfere with or in any manner compromise any of InterSpace Distribution’ security measures.
• InterSpace Distribution may be required to disclose information to individuals asserting rights under the Nigerian Copyright Act and similar laws, and you expressly authorize InterSpace Distribution to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.
• Except where InterSpace Distribution specifically requests or solicits comments or submissions, InterSpace Distribution does not accept or consider any creative ideas, suggestions, comments or materials (collectively, “Comments”) from the public. If a Comment is received from you by InterSpace Distribution, you understand, acknowledge and agree that it may be utilized by InterSpace Distribution free of any right, claim, title or ownership interest in the Comment(s), you waive your right to assert any ownership right, claim, title and interest of any kind in the Comment(s) (including, but not limited to unfair competition, Intellectual Property, moral and/or similar rights or implied contract)
• you hereby grant InterSpace Distribution a nonexclusive, perpetual, irrevocable, worldwide license to the Comment(s) in every media and for every purpose now known or hereinafter discovered, and you waive the right to receive any financial or other consideration or remuneration in connection with such Comment(s), including, but not limited to, attribution or other credit. You completely release InterSpace Distribution (and its subsidiaries, InterSpace Distribution Providers, and affiliates and each of their officers, directors, agents, joint-ventures and employees) in all respects from any claims, demands, actions, losses and other perceived, actual, incidental, indirect, exemplary, special or consequential damages of every kind and nature (collectively, “Claims”), known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of, relating to or in any way connected with your unsolicited submissions, including, without limitation, all Claims for theft of ideas or Intellectual Property Rights infringement by InterSpace Distribution.

YOUR REPRESENTATIONS AND WARRANTIES

You represent, promise and warrant that:

you possess the legal right and ability to enter into this EULA and to comply with its terms; you will use this Site, Software, the Materials and Services for lawful purposes only and in accordance with this EULA, other applicable policies and/or agreements and all applicable laws, regulations and policies, including without limitation the Privacy Policy; you will not attempt to decompile, reverse engineer or hack website, or the Services or to defeat or overcome any encryption and/or digital rights management technology implemented by InterSpace Distribution with respect to this Site, Software, the Services and/or data transmitted, processed or stored by InterSpace Distribution, Software or the Services; you will not attempt to tamper with, violate, breach, circumvent, disrupt, hack or in any manner compromise any security measures employed by InterSpace Distribution or InterSpace Distribution Providers to protect the content and files distributed by InterSpace Distribution, including, but not limited to altering, duplicating, transferring, deleting, eliminating, manipulating or tampering with such files; you will not take any steps to interfere with or in any manner compromise any of InterSpace Distribution’s security measures, the security measures of InterSpace Distribution Providers, administrators, or other providers.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

• InterSpace Distribution will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this Site, Software or the Services, please notify InterSpace Distribution’s Copyright team via support@interspacemusic.com
• A notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the Notice ), and must include substantially all of the following: a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; a description of the copyrighted work or works that you claim have been infringed (“infringed work”) and identification of what material in such work(s) is claimed to be infringing (“infringing work”) and which you request to be removed or access to which is to be disabled; a description of the exact name of the file on the InterSpace Distribution Software, the Services or this Site (and the location of the file, if it appears on this Site) that you claim is infringing or if the infringed work appears on a site linked to from this Site, Software or Services, where the material that you claim is infringing is located on such site; information sufficient to permit InterSpace Distribution to contact you, such as your physical address, telephone number, and email address; a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; a statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner’s behalf. To reach InterSpace Distribution’s Copyright Agent for Notice of claims of copyright infringement, please email: support@interspacemusic.com. The copyright agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring or through this Site, Software or Services. All other inquiries directed to the copyright agent will not be responded to.

INDEMNITY

You agree to indemnify, hold harmless and defend InterSpace Distribution, InterSpace Distribution Providers, their successors, their affiliates, and each of their subsidiaries, officers, directors, employees, advertising and promotions agencies, representatives or agents (collectively, “Indemnified Parties”), at your sole expense, against any and all claims, actions, proceedings, investigations, and lawsuits and all liabilities, damages, judgments, settlements, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this EULA, distribution agreement or any policy or guidelines referenced herein, including without limitation the Privacy Policy, or any applicable law, or (b) use or misuse of this Site, Software, the Material and/or Services, (c) or your infringement or the infringement by any other user through your account of any Intellectual Property Rights or other moral, privacy, publicity or similar rights of any person or entity but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.

TRADEMARKS

All trademarks, service marks, logos, trade names, and any other proprietary designations of InterSpace Distribution used herein are trademarks or registered trademarks of InterSpace Distribution or InterSpace Distribution Providers. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties. You may not copy, display or use any of these marks without prior written permission of the mark owner.

GOVERNING LAW/DISPUTE RESOLUTION

• Any dispute, controversy or claim arising under, out of or relating to the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, . The language to be used in the mediation shall be English.
• If, and to the extent that, any such dispute, controversy or claim arising under, out of or relating to this EULA and any subsequent amendments of the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims has not been settled pursuant to the mediation within 30 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by binding arbitration in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, Alternatively, if, before the expiration of the said period of 30 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by binding arbitration in accordance with Arbitration & Conciliation Act, Cap 18, LFN 2004. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the laws of the federal republic of Nigeria.
• Decision of the Arbitrator: Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim.
• Unless the parties agree within thirty (30) days of the filing of the Request for Arbitration to utilize a single arbitrator following consultation with the parties, each party shall appoint an arbitrator, following consultation with the parties. The arbitrator so appointed shall be independent of the parties and shall have an international reputation as being experienced in the legal and technical matters related to the dispute.
• The arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The arbitrator is precluded from awarding punitive or exemplary damages. In no event shall the arbitrator have the powers of an amiable compositeur.
• The following provisions relating to service of process shall apply to any litigation matters that may arise under this Agreement, any matter related thereto, or the enforcement of any arbitral or other award made pursuant to the terms hereof:
• Each Party hereto irrevocably and unconditionally consents to service of process upon it in any proceeding brought to obtain interim injunctive relief or any proceeding brought to recognize and enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid, return receipt requested, to it at its address specified herein. The foregoing shall not limit the right of either Party to serve process in any other manner permitted by applicable law and shall not limit the ability of either Party to bring any such proceeding or to obtain execution of any judgment rendered in any such proceeding in any other jurisdiction in which the other Party hereto or any of its property or assets may be found.
• No Class Actions: YOU AND INTERSPACE DISTRIBUTION AGREE THAT YOU AND INTERSPACE DISTRIBUTION MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
• Final judgment on an arbitral award rendered against either Party in any action or proceeding shall be conclusive and may be enforced, to the extent permitted by applicable law, in any jurisdiction by suit on the judgment or by such other means provided by applicable law; a certified copy of which judgment shall be conclusive evidence thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement
• Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which InterSpace Distribution seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by InterSpace Distribution or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against InterSpace Distribution, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
• Claims. You and InterSpace Distribution agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
• Improperly Filed Claims. All claims you bring against InterSpace Distribution must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, InterSpace Distribution may recover attorneys’ fees and costs up to $5,000, provided that InterSpace Distribution has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any Request for Arbitration, claim or cause of action arising out of or related to use of the Services, Materials, Sites or this EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred.

MISCELLANEOUS

• InterSpace Distribution reserves all rights not expressly granted herein. InterSpace Distribution may modify this EULA at any time for any reason, in its sole discretion, by posting the revised EULA on this Site. You may not assign any rights granted to you hereunder.
• Nothing in this EULA shall constitute a partnership or joint venture between you and InterSpace Distribution. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this EULA shall nonetheless remain in full force and effect.
• The failure of InterSpace Distribution at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. To the extent that anything in or associated with the Site, Software and/or Services is in conflict or inconsistent with this EULA, this EULA shall take precedence. If any terms contained herein conflict with the terms contained in any offer or elsewhere on the Sites, these terms and conditions control.
• This EULA and all documents relating hereto have been drafted and will be interpreted in English. The rights and remedies granted to InterSpace Distribution under this EULA are cumulative and in addition to, not in lieu of, any other rights and remedies which InterSpace Distribution may possess at law or in equity.
• The terms set forth in this EULA and any agreements included or referred to in this EULA constitute the final, complete and exclusive agreement with respect to this Site, Software, Materials and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
• The owners of the Materials are intended third-party beneficiaries of this EULA and shall have the right to enforce it against you. Upon termination, cancellation, suspension or expiration of this EULA for any reason, you agree to cease all access and use of the Site, Software and Services.

CERTAIN DEFINITIONS:

The following capitalized terms shall have the following meanings for purposes of this Agreement:

• “Authorized Territory” means the universe, or more limited territories, to the extent so limited by InterSpace Distribution.
• “InterSpace Distribution Widget” means a (i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites, (ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of InterSpace Distribution, including Your Content, or (iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, Android phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, “Hardware”), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The InterSpace Distribution Widget may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as InterSpace Distribution may choose in its sole discretion.
• “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name.
• “Digital Download and Distribution Service” means the online services operated by InterSpace Distribution for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees.
• “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or InterSpace Distribution.
• “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission.
• “Digital Performance Rights Administration Service” means the service that enables InterSpace Distribution to administer and manage your Digital Performance Rights and to collect on your behalf monies derived from the exploitation of the Digital Performance Rights in the sound recordings you have submitted to InterSpace Distribution.
• “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, youtube, deezer, online streaming services (e.g., webcasters), and others that InterSpace Distribution may chose in its sole and absolute discretion.
• “Service” means either, any combination, or all of the Digital Download and Distribution Service
• “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to InterSpace Distribution, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to InterSpace Distribution, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.

MUSIC CONTENT DISTRIBUTION AGREEMENT

Welcome to the InterSpace Distribution Digital Distribution Agreement between you and InterSpace Distribution. This Digital Distribution Agreement is part of and incorporates the terms of the EULA and contains additional terms and conditions under which InterSpace Distribution offers the Digital Distribution Service.

WHEREAS

• InterSpace Distribution is an online content distribution company duly registered under the Companies and Allied Matters Act, Cap C20, LFN 2004.
• The OWNER is the right OWNER of Content (including but not limited to Music, Videos and Images) which InterSpace Distribution wishes to distribute on select online platforms pursuant to the terms of this agreement.
• The OWNER has agreed to grant a non-exclusive license to InterSpace Distribution to use, distribute, broadcast, sub-license, reproduce, market, advertise, promote, sell and transmit the Content more specifically described in Clause 1b and the Appendix below pursuant to the terms of this agreement.

INTERPRETATION

Unless the context otherwise requires, the following words and phrases shall have the meanings assigned hereunder:

• “Artwork” means album cover artwork and any other artwork relating to the Digital Master(s) provided by the OWNER to InterSpace Distribution. Any artwork that is provided by or on behalf of the OWNER before or during the Term will be deemed to have been cleared by the OWNER unless InterSpace Distribution is promptly notified in writing to the contrary.
• “Content” means all Artwork, Compositions, Clips, Digital Masters, Lyrics, Metadata, Recordings, Promotional Videos and all other materials delivered by the OWNER to InterSpace Distribution in accordance with this Agreement.
• “Digital Master(s)” means copies of the OWNER’s sound recordings and underlying musical composition that the OWNER owns, controls, or has the requisite rights to distribute in a digital form which InterSpace Distribution may sell or authorize Digital Store(s) to sell via digitaltransmission, including but not limited to, permanent digital download, streams, “conditional download,” burns, ring tones, real tones, or other digital form as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of the OWNER must be owned or controlled or cleared by the OWNER. Any sound recording provided by the OWNER shall be deemed subject to this Agreement.
• “Digital Store” means any third party, including but not limited to iTunes, Amazon, VEVO, Spotify, YouTube, Cloud9, Deezer, MTN Music+, Google Play, that InterSpace Distribution may authorize to carry out the marketing, distribution and sale or other use of the Digital Masters subject to the plan(s) subscribed to by the OWNER, and pursuant to the terms of this Agreement PROVIDED that except where expressly stated otherwise, this agreement shall be deemed to apply to any and all digital stores with which INTERSPACE does business presently or in the future, whether or not stated on the face of this agreement and there shall be no geographic limitation on where these materials may be distributed.
• “Formats” means all digital media formats including but not limited to, the following: MP4, MP3, MP2, D-ROM, Windows Media WMA, RealAudio, CRBT, OGG Vorbis, Sample, AIFF, WAV, Flash, MIDI, Cubase Sequencer file and Sample Cell.
• “Digital Transmission” – means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.
• “Metadata” means the following categories of information in respect to each Digital Master: track title; album title; artist name; genre; copyright information; label name; and Unique Product Identifier; “Explicit Lyrics,” identification; biographical information; sales information- including pricing, date of first release; territories available for release; Songwriter and Publisher information.
• ‘’administrative fee” means gross revenue actually received by InterSpace Distribution from all sales of the Owner’s Content, adjusted for returns, allowances, refunds, bad debt, overhead, taxes of any kind and union guild or other third party fees that may be required by contract or the Copyright Act.
• “Service” means any and all digital download, and all other music related services controlled by InterSpace Distribution, including but not limited to www.InterSpaceMusic.com, and other services provided by INTERSPACE DISTRIBUTION.
• “Territory”: means Worldwide.
• “Term” means the period beginning on the Effective Date of this Agreement and ending 12 months after the Effective Date.

RIGHTS GRANTED

Subject to the terms the OWNER hereby appoints INTERSPACE DISTRIBUTION as the Non-exclusive authorized representative for the sale, distribution, reproduction and digital transmission of its Digital Masters on Digital store(s), and further grants the following rights:

• the Non-exclusive rights and license to digitally distribute, reproduce, market, advertise, promote and sell its Content on Digital store(s) in the Territory;
• to encode and reproduce the content for use into Digital Masters, Video Masters and digital downloads in form of ring back tones;
• To make available digitally, clips of content by streaming to promote the sale and distribution of the Digital Masters;
• To use the OWNER’ Content, Artwork and Metadata as necessary to exercise INTERSPACE DISTRIBUTION’s rights under the terms of this Agreement;
• To promote, sell, distribute, digitally transmit and deliver Digital Masters, whether as digital or physical copies, as individual tracks or part of a compilation, entire albums, videos, lyrics and associated Metadata to purchasers who may use such Digital Masters in accordance with agreed terms; PROVIDED that where physical copies of CONTENT are distributed, it shall be for PROMOTIONAL purposes only.
• To use the Content to promote the OWNER and INTERSPACE DISTRIBUTION, and to use the name and likeness, biographical material, logos, trademarks, photographs, symbols, emblems, designs and other visual representations of the OWNER and any other individuals performing or other represented in the Content for exploitation of the content and promotion of INTERSPACE DISTRIBUTION’s services
• To create derivative works including (but not limited to) lyric videos, MOVs for promotional and distribution purposes.
• To display and digitally transmit and deliver Artwork for use solely in conjunction with the applicable purchased Digital Master.
• to copy, play and store the Content to computer servers in accordance with the terms of this Agreement;
• To sublicense the above granted rights to third party platforms for distribution, marketing, advertising and promotion purposes.
• To do all acts necessary and incidental for/to the furtherance of the purpose(s_) of this agreement.
• While selling Your Content on the Website is non-exclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us under this Digital Distribution Agreement are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties.
• Use so-called “kiosks” to reproduce, distribute, market, and promote Your Content, including, without limitation, by allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you) or by allowing a copy of Your Content to be transferred to digital storage devices, including smartphones and other handheld devices (e.g., iPods, USB drives, etc.);
• “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service;
• Create and authorize others to create fingerprints of Your Content for purposes of audio recognition, which shall remain the property of InterSpace Distribution and/or its third party partners; and
• (h) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your sound recordings and video content that you have provided to InterSpace Distribution in perpetuity.

COMMENCEMENT AND DURATION

This Agreement shall commence on the effective date and shall operate for a period of TWELVE (12) months. After the expiration of the initial term, this agreement shall be auto-renewed on the anniversary of the effective date for a further period of 12 months except otherwise earlier terminated in accordance with the provisions of this Agreement. This Agreement shall be so renewed on terms and conditions to be agreed upon by the Parties

PARTIES’ RIGHTS AND OBLIGATIONS

The OWNER agrees:

• To provide and deliver the Content in digital format to INTERSPACE DISTRIBUTION. You shall provide e-Masters, Metadata (including artwork) and (to the extent available) photographs and promotional materials for use in promoting the e-Masters and any other materials by sending such contents to InterSpace Distribution. The Content may be sent to INTERSPACE via the internet or be physically delivered to INTERSPACE DISTRIBUTION’s address stated in this Agreement;
• To be responsible for and timely pay any royalties and other income due to artists, authors, co-authors, copyright OWNER, co-copyright OWNER, producers, publishers and/or other record royalty participants from sales or other uses of Digital Masters
• to fully indemnify and hold INTERSPACE DISTRIBUTION harmless against all actions, claims, proceedings, damages and/or liabilities, costs and expenses (including reasonable legal costs and expenses) suffered or incurred by INTERSPACE DISTRIBUTION arising as a result of any breach or non-performance or non-observance by the OWNER of its warranties, agreements or obligations;
• That they will not do or permit to be done, nor will it hereafter do or permit to be done, any act of thing which is or may be inconsistent with INTERSPACE DISTRIBUTION’s Non – exclusive distribution rights of the Digital Content acquired herein;
• That INTERSPACE DISTRIBUTION will be provided with materials as soon as possible to coincide with album release dates.
• That no adverse Intellectual Property right will be created with respect to the Content provided, for as long as INTERSPACE DISTRIBUTION retains the Non-exclusive rights specified in this Agreement.
• That INTERSPACE DISTRIBUTION is authorized to take any step to prevent or discontinue any manner of infringement of its rights and also stop any unauthorized person(s) or entity from infringing on its digital transmission rights under this Agreement.
• That this agreement shall cover any and all content whether stated on the face of this agreement or/and subsequent releases delivered to FREE MUSIC for distribution within the duration of this agreement and subsequent renewals, if any.

INTERSPACE DISTRIBUTION agrees:

• It will promptly notify the OWNER of any infringement or breach of the copyrights or other rights in the Content (including but not limited to plagiarism) as shall come to the attention of the INTERSPACE DISTRIBUTION.
• It shall comply with all laws and regulations concerning the distribution, broadcast, transmission, exhibition and or supply of the Content in the Territory.
• Notwithstanding the License Period, in cases where Material is to be supplied on loan such material will only be supplied to meet dates which have been agreed by the OWNER and INTERSPACE DISTRIBUTION.
• On a quarterly basis, it shall make available a report showing the usage of the supplied content, total revenue generated over the relevant period as supplied by the online digital platform. INTERSPACE DISTRIBUTION shall not be bound to make available reports on revenue generated within any relevant period where there is a delay in receiving reports from the online platforms, or due to any other inhibiting circumstances beyond their control PROVIDED THAT INTERSPACE DISTRIBUTION shall do their best to remit reports within a reasonable period after the existing inhibiting circumstance has ceased or has been removed.
• It shall not impair or prejudice the copyright in the Content and all constituent parts thereof.
• It will not cut or edit the Content other than to correct errors, and where alterations are necessary, obtain OWNER’s consent from the OWNER. INTERSPACE DISTRIBUTION will not alter or delete any credit, logo, copyright notice or trademark included in the Content or on any materials supplied hereunder and any such edits or cuts shall not infringe the rights of any third party.
• That it shall remove content from the service at the end of the Agreement Period or pursuant to the termination according to the Agreement.
• That it has not and shall not at any time create or allow to be created any liens or encumbrances in respect of the Rights or enter into any Agreements which might conflict or interfere with any of the provisions of this Agreement.
• It may at any time remove any Content from the service if it determines that such removal is necessary or advisable to avoid liability to third parties or damage to INTERSPACE DISTRIBUTION’s business, networks, or customers.

CHARGES

• INTERSPACE DISTRIBUTION will not be required to make payment to OWNER for any accounting period where the gross net revenue is less than $30 but such unpaid balance will be carried forward. The OWNER will be entitled to check company logs to verify sums due to them no later than within two years from the date the statement was rendered.
• For all digital content resold through our Licensees (including, by way of example and not limitation, Apple music, eMusic, deezer, and other partners), we will deduct an administrative fee fifteen percent (15%) of the net wholesale price actually received by us from our Licensees for the sale or other licensed uses of your Digital Masters (the “admin Fee”) net of Sales Tax.

PRICING THE SALE OF YOUR CONTENT

• Except as otherwise set forth in the EULA, InterSpace Distribution will have the discretion to set the pricing for the sale of Your Content.
• Notwithstanding the foregoing, InterSpace Distribution and its distributors and partners may set pricing differently for third-party websites, including, by way of example and not limitation. InterSpace Distribution reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by InterSpace Distribution for interactive or non-interactive digital audio transmissions including, but not limited to, fees for InterSpace Distribution administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by InterSpace Distribution from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of all InterSpace Distribution fees and charges, which are available here:
• THE COST OF A YEARLY SUBSCRIPTION FOR THE PLAN OF CHOICE SHALL BE AUTOMATICALLY DEDUCTED BY INTERSPACE FROM FIRST REVENUE GENERATED AND PAYABLE TO THE OWNER IN A FINANCIAL YEAR EXCEPT THIS IS WAIVED BY INTERSPACE DISTRIBUTION.

AUTHORIZATION CLAUSE

By executing this agreement, the OWNER hereby authorizes INTERSPACE DISTRIBUTION to distribute their content on (but not limited to) the following digital stores/Platforms based on the package option paid for by the owner;

• ITUNES
• APPLE MUSIC
• BOOMPLAY
• VEVO
• YOUTUBE MUSIC
• SPOTIFY
• DEEZER
• AMAZON MUSIC
• AUDIOMACK
• TIDAL
• PANDORA
• MUSIC TIME
• SOUND CLOUD
• KK BOX
• AKAZOO
• SHAZAM
• TIKTOK
• KUACK MEDIA
• MEDIA NET
• VUCLIP
• GOOGLE PLAY

COPYRIGHT AND OWNERHIP

As between the Parties, all right, title and interest in the content provided by the OWNER, Digital Masters, Clips, Lyrics all copyrights and equivalent rights embodied therein, and all materials furnished by the OWNER, subject to the rights granted hereunder shall remain the property of the OWNER. All rights, title and interest in and related to the service provided by INTERSPACE DISTRIBUTION and all Intellectual Property rights embodied in the service are and shall remain the property of the INTERSPACE DISTRIBUTION.

TAKE-DOWN AND ALTERATION CHARGE

It is agreed that any time the owner requests a take-down/alteration of their content at any time during the validity period of this agreement due to submission (and upload) of wrong or unfinished content, art work, names, track lists or any such errors, they shall be charged a fee of ?1,000 to effect any required change(s) to such defective content.

DERIVATIVE WORKS

• Where a derivative work such as a lyric video, MOV is created by INTERSPACE DISTRIBUTION from any content belonging to OWNER for the purpose of distribution or promotion, such derivative work shall be deemed to be co-owned by InterSpace; No such derivative work may be claimed in its entirety by the OWNER.
• Upon termination or expiration of this agreement, the co-ownership of any such derivative work shall be maintained by both parties, and all revenue generated from such work shall be split between the parties for as long as the copyright in the work shall subsist.

WARRANTIES

OWNER Warranty

The OWNER represents and warrants to INTERSPACE DISTRIBUTION that at the date of this Agreement that:

• They are entitled to enter into this Agreement and make the grant of rights to INTERSPACE DISTRIBUTION, and they have the consent and authorization of the Party(ies) on whose behalf they purport to sign to do same.
• That they are currently not bound by any exclusive agreement with anyone and do not require the permission of any person to enter into this Agreement.
• That the Content is not, to the best of the OWNER knowledge and belief, defamatory under Nigerian law of any individual or company and that the Content does not infringe the proprietary or other rights of any Government, Individual, Firm, Company, Corporation or other legal entity.
• All rights in the Content and performances embodied in the Masters belong to the OWNER and have been cleared for transmission in the Territory.
• All necessary permissions, licenses, releases and consents have been acquired for INTERSPACE DISTRIBUTION’s exploitation of the Content in relation to (i) the use of any material, concepts and ideas upon which the Content is based; (ii) the use of the proceeds of the services of all performers and other individuals who have rendered services for the production of the Content; and (iii) the use of the names, likenesses, approved photographs and biographies for the purposes of advertising and exploiting the Content.
• That no adverse Intellectual Property claim exists with respect to the Content provided in this agreement.

INTERSPACE DISTRIBUTION Warranty

INTERSPACE DISTRIBUTION represents and warrants to the OWNER that at the date of this Agreement that:

• The artist warrants that It is a duly incorporated company pursuant to the laws of the relevant country and has the power and authority to enter into and shall fully perform all of its obligations set out in this Agreement (where the artist executes as a corporate entity)
• The artist has the power and authority to enter into and shall fully perform all of its obligations set out in this Agreement (where the artist executes as an individual)
• It shall not at any time disclose to any third party (except to the extent necessary to comply with any law, regulation or order of a court of competent jurisdiction) any information that relates to the financial and/or commercial terms of the Agreement or the business or financial plans of the OWNER acquired during the course of this Agreement.
• There are no existing or, to the best of INTERSPACE DISTRIBUTION’s knowledge and belief, threatened claims or litigation which would adversely affect or impair INTERSPACE DISTRIBUTION’s ability to perform under this Agreement.

COPY PROTECTION

In view of the dangers to internet broadcast, licensing and production from the illegal copying, usage and/or re-distribution of the Content which constitutes infringement, InterSpace Distribution and OWNER hereby confirm their mutual commitment to support the protection of the Content originating from the OWNER.

TERMINATION

This Agreement may be terminated at any time by either party providing at least sixty Days (60) days written notice to the other party in the event that:

• They no longer desire to be bound by the within stated terms and do not wish to continue to do its business thereof
• The other party is in material breach of any of its obligations under this Agreement and fails to remedy that breach (if capable of remedy) within Thirty (30) days after receiving written notice of the breach; or
• The other Party goes into liquidation, receivership or administration or becomes bankrupt, makes any arrangement for the benefit of such other Party’s creditors or has a receiver appointed for any such other Party’s assets.
• INTERSPACE DISTRIBUTION shall have grounds to terminate this agreement at any time without reason whatsoever.
• The expiration or earlier termination of this Agreement shall not relieve either parties of their respective obligations to make any outstanding payments with respect to the sale or other use of Digital Masters in the periods prior to such expiration or termination in accordance with this Agreement;
• Upon the expiration of this Agreement, INTERSPACE DISTRIBUTION will continue to use the content in the manner as provided in clause 2 of this agreement pending the issuance of a notice of termination to cease selling or providing the OWNER’s Content in connection with the service
• Termination of the Agreement shall not affect the continuing validity of all obligations to make outstanding payments, warranties representations and indemnities given by one party to the other.

CONFIDENTIALITY

Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose financial and/or commercial information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfil the proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.

The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:

• where such information was already known prior to this Agreement;
• where such information was already in the public domain; or
• Where disclosure is required by any law in force or any Court of competent jurisdiction in Nigeria during the relevant period.

SURVIVAL

The parties agree that the provisions contained in clauses 4(i) (c), 7, 9, 12 (d) and 13 shall survive any termination or expiration of this agreement.

FORCE MAJEURE

No party will be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control including but not limited to any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.

SEVERABILITY

If any of the provisions of the Agreement and any riders or amendments thereto shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the other provisions of the Agreement and any riders or amendments thereto shall continue and not be affected and the parties shall negotiate in good faith to amend any such invalid provisions.

VARIATION

It is hereby acknowledged that the Agreement contains the sole terms and constitutes the entire Agreement existing between the parties and that it supersedes all prior Agreements, understandings or arrangements made between the parties with respect to the Content. It is further acknowledged that any amendment, modification, riders, annexures, discharge, waiver or variation of the Agreement shall only be binding if made in writing and signed by or on behalf of both the OWNER and INTERSPACE DISTRIBUTION.

NOTICE

Any notice or other communication required to be given under the Agreement shall be in writing and shall be deemed to have been duly served to either party if:

• Delivered by courier or sent by registered post addressed to the OWNER at its registered office or its last known place of business, or if to INTERSPACE DISTRIBUTION to the registered office of INTERSPACE DISTRIBUTION at the date of the Agreement if a limited company or its last-known address if an individual or firm, in which case (provided that any letter is not returned through the postal or courier service undelivered) notice will be deemed within seven (7) days of posting (exclusive of the hours of Sunday and public or Bank holidays)
• Sent by electronic mail to the stated email address for INTERSPACE DISTRIBUTION. For avoidance of doubt, the official email address for INTERSPACE DISTRIBUTION is support@interspacemusic.com in which case, notice will be deemed effective from the date of acknowledgment or
• Delivered or served personally, in which case notice will be deemed with immediate effect.

PARTNERSHIP

This Agreement is made between principals and nothing in this Agreement shall be deemed to or shall in fact constitute a partnership or joint venture between the OWNER and INTERSPACE DISTRIBUTION in respect of the Content or otherwise, and neither of them shall do, permit or suffer to be done anything whereby it shall or may be represented that it is a partner or agent of the other.

GOVERNING LAW AND DISPUTE RESOLUTION

• Any dispute, controversy or claim arising under, out of or relating to the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004. The language to be used in the mediation shall be English.
• If, and to the extent that, any such dispute, controversy or claim arising under, out of or relating to this EULA and any subsequent amendments of the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims has not been settled pursuant to the mediation within 30 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by binding arbitration in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, Alternatively, if, before the expiration of the said period of 30 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by binding arbitration in accordance with Arbitration & Conciliation Act, Cap 18, LFN 2004. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the laws of the federal republic of Nigeria.
• Decision of the Arbitrator: Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim.
• Unless the parties agree within thirty (30) days of the filing of the Request for Arbitration to utilize a single arbitrator following consultation with the parties, each party shall appoint an arbitrator, following consultation with the parties. The arbitrator so appointed shall be independent of the parties and shall have an international reputation as being experienced in the legal and technical matters related to the dispute. (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The arbitrator is precluded from awarding punitive or exemplary damages. In no event shall the arbitrator have the powers of an amiable compositeur.
• The following provisions relating to service of process shall apply to any litigation matters that may arise under this Agreement, any matter related thereto, or the enforcement of any arbitral or other award made pursuant to the terms hereof:
• Each Party hereto irrevocably and unconditionally consents to service of process upon it in any proceeding brought to obtain interim injunctive relief or any proceeding brought to recognize and enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid, return receipt requested, to it at its address specified herein. The foregoing shall not limit the right of either Party to serve process in any other manner permitted by applicable law and shall not limit the ability of either Party to bring any such proceeding or to obtain execution of any judgment rendered in any such proceeding in any other jurisdiction in which the other Party hereto or any of its property or assets may be found.

If you have any questions or concerns about this EULA or any issues raised in this EULA or on this Site, please contact us via the Contact Us details.