If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms, you must not use the Services.
mAudition reserves the right to change these Terms or any Services at any time, effective upon the posting of modified Terms or Services on the website/Platform, and mAudition will make every effort to communicate these changes to You through the Platform. It is Your obligation to ensure that You have read, understood and agreed to the most recent Terms available on the Platform.
African Venture Warehouse Limited (“mAudition” “We” “our” or “us”) provides this website/platform (maudition.com) as a mobile auditioning platform for talents to showcase their abilities to scouts and brands across the world without the logistics involved in live auditions and also to provide a virtual platform where Competitions can be held without the need for a physical venue in which such competitions will be held and other services provided by mAudition through this platform (the “Services”).
You may use our Services only if you can form a binding contract with mAudition, and only in compliance with these Terms and all applicable laws. When you create your account, and subsequently when you use certain features, you must provide us with accurate and complete information, and you agree to update your information to keep it accurate and complete at all times. If a minimum age of consent is required for eligibility for a user account — you undertake that you are at least the required age. This Platform is open to use for persons 13 years and above. A minor may use the platform only under the supervision of an adult.
Talents can elect to showcase their talent in different categories listed below:
Fashion & Beauty
The above listed activities are not exhaustive and will be updated from time to time.
If an account is registered for company use (“Company Account”), only “Authorized Users” may use and access the Company Account for our Services. Authorized Users are users who have the Company’s authority to use and access the Company Account. Such Users include, but are not limited to, owners, employees, and other people authorized by the Company to register as a User. All Authorized Users are agents of the Company to the extent that the Company authorizes them to use the Company Account. mAudition shall rely that the Company hereby authorizes each of its Authorized Users to have binding authority with 3rd parties, including but not limited to the talent and mAudition for transactions and licenses as set forth herein.
The Services provided to you on this Website/platform are provided on an “AS IS” basis. You agree that mAudition reserves the right to modify or discontinue the Website and/or its Services, and to remove the data you provide, either temporarily or permanently, at any time, without notice and without any liability towards you. mAudition will not be held responsible or liable for timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.
When the Service requires or includes downloadable software, you give permission for that software to update automatically on your device once a new version or feature is available, subject to your device settings. Unless that software is governed by additional terms which provides a licence, mAudition gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by mAudition as part of the Services. This licence is for the sole purpose of enabling you to use and enjoy the benefit(s) of the Services as provided by mAudition in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with mAudition’s services. If you do not comply with the documentation and any other requirements provided by mAudition, then you will be liable for all resulting damages suffered by you, mAudition and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of the Software.
The User is responsible for all activities his/her/its conducts using the Services. The User will abide by all applicable laws relating to its use of the Services. The User explicitly agrees that:
(a) You will not provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortuous; defamatory; fraudulent, libellous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of the Website/platform and/or the Service; distribution of viruses or other harmful codes; hacking or causing privacy breaches; distribution or storage of any material protected by copyright, trademark, trade secret, or other intellectual property right without proper authorization; giving rise to civil or criminal liability; or in violation of an applicable local, national, or international law.
(b) You will not impersonate or misrepresent your association with any person or entity; you will not forge or otherwise seek to conceal or misrepresent the origin of any Content provided by you;
(c) You will not collect or harvest any information about other Users;
(d) You will not provide, and you will not use the Website and/or Services to provide, any content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce; you will not use the Website to promote or operate any service or content without mAudition’s written consent; and
(e) You will not provide your contact details (such as full name, email address, phone number, messenger name) except as directed by mAudition in the use of this Platform or its services. Personal details will not be communicated as part of video or text posts on the platform. All personal details are to be provided using the forms provided specifically for that purpose on the platform.
mAudition is not responsible and has no liability for content or accuracy of any materials placed on the Services by a User. The User acknowledges and agrees that he/she/it shall be solely responsible for the content and any inaccuracy of any materials placed on the Services by a User.
mAudition does not routinely monitor all material placed on the platform, but may in its discretion reject, delete, or modify any material that comes to its attention. mAudition reserves the right to reject any proposed or posted recording by a Talent for any reason.
All submissions and actions of any User must be complaint with mAudition platform provisions/guidelines. In addition, mAudition reserves the right to restrict or pull down any violating posts or competitions that are not carried out in line with audition’s applicable gudielines and all laws and other regulations guiding a post or competition. mAudition shall terminate violating competitions in line with the procedure below: Upon mAudition’s knowledge of a Violating Post or Violating Competition:
a. A notification in writing shall be sent to the host of a violating competition stating that the violating act/post and stating the timeline given for the necessary adjustment to be made not more than 1(one) hour.
b. The Violating Competition host/Violating Content owner should within an hour of receipt of notification stop, remove or otherwise do away with the violating component of the competition/post.
c. If a Violating Competition Host/Violating Content owner is unable to stop the violating component within the time given, mAudition will immediately suspend the competition giving the Violating Competition Host/Violating Content owner 7 working days to rectify the competition/post and remove the violating component.
d. if the Violating Competition Host/Violating Content owner is unable to remove the violating component of the competition and comply with all necessary laws, rules and guidelines, within the 7days, the Violating Competition will be terminated or the Violating Post will be removed without any recourse to or any liability to mAudition.
I hereby state that I voluntarily gave a recording of my voice, likeness, image, appearance, and performance (the “Content”) on this platform to be used by mAudition for the purpose of being part of a competition, or to be made visible to talent scouts, or for any other Services offered on the mAudition Platform.
I voluntarily grant mAudition and its designees/affiliates or partners the right to use my name, likeness, image, voice, appearance, and performance as embodied in my Content for any or all purpose stated above.
I also grant mAudition and its designees the right to broadcast, exhibit, publish and otherwise distribute my Content either in whole or in parts, and either alone or with other products or Content for commercial or non-commercial television, closed-circuit exhibition or any other purpose that mAudition or its designees in their sole discretion may determine. This grant includes the right to use any of my Content for promoting or publicizing any of the uses identified above.
I confirm that I have the right to enter into this Agreement, that I am not restricted by any
commitments to other parties, and that mAudition nor its partners or affiliates has no financial commitment or obligations to me, except as provided in the rules and guidelines for any specific competition I have entered into.
Non-Infringement of Rights: In connection with my Content or my participation in a Competition, I hereby state that I shall not infringe upon or violate the rights (including, without limitation, the copyright rights) of, or cause injury or harm (whether physically or virtually) to any other person or entity (including, without limitation, any other participants, the host, judges and special correspondents), and I will abide by all mAudition rules as well as any other rules guiding a competition I have signed up for, all applicable laws, regulating my general conduct and my usage of this platform/website
Falsification of Documents: I hereby represent and warrant that I have truthfully, fully and accurately completed all forms relating to use of or participating in services on the mAudition Platform. I further represent and warrant that I have not withheld any information requested of me and that by supplying the answers and information requested of me by mAudition, or the host of a competition, I have in no way been misleading or untruthful. I will immediately inform mAudition if any information I have provided changes or is discovered by me to be false, inaccurate or incomplete, or becomes false, inaccurate or incomplete. If any of the information I have provided is found or determined by mAudition, in its sole discretion, to be false, incomplete, inaccurate or otherwise misleading, mAudition reserves the right to immediately dismiss and disqualify me from any competition and from the Platform.
Furthermore, I acknowledge that mAudition or a Competition host reserves the right exercisable at any time at its sole discretion to disqualify me from a Competition should I at any stage fail to supply any information reasonably requested of me, supply untruthful, inaccurate or misleading personal details or information, break the Competition rules, act in an unsportsmanlike or harassing manner, or otherwise breach the terms contained herein, or for any other reason at the sole discretion of mAudition. I further acknowledge and agree that if I knowingly provide misleading or untruthful information, my failure to be truthful will cause mAudition or any of its affiliates or partners to suffer irreparable harm, including, but not limited to adversely affecting the image of the mAudition or any of its affiliates; and placing mAudition in breach of its agreements with third parties, and given that the extent and amount of such damages would be difficult or impossible to ascertain in a court of law. I understand that if a judgment/award is entered against me, mAudition may take all steps necessary to enforce such judgment/award, including, but not limited to, garnishing my wages and placing a lien on any real property I own. I understand and agree that the Liquidated Damages and any monetary damages will not be sufficient to avoid or compensate mAudition for the damages likely to be incurred as a result of my failure to comply with mAudition’s requirements, and that injunctive or other equitable relief would be appropriate in such event.
1. I understand that, if I am selected as a participant in a competition, any prize or prizes (the “Prize”) shall be awarded according to procedures and rules established by mAudition or the brand, or other host of the competition in its sole discretion, as such procedures and rules may be amended and changed in by the maker in its sole discretion at any time, with or without notice, including, without limitation, prior to or after the time that any Prize may be awarded.
Without in any way limiting the foregoing, I acknowledge and agree that my receipt of any Prize may be dependent upon choices and decisions that I may be required to make, that mAudition or a competition host may impose additional conditions upon receipt of any Prize at any time, and that Producer may make misrepresentations to me regarding any Prize and the rules and conditions for receipts of any Prize.
2. Selection of Winner: The selection of the winner(s) of the Competition and any contest, if any, shall be final and binding and is not subject to any challenge or appeal. I acknowledge and agree that, even if I am eliminated from the chance to win any Prize, then I may be required by mAudition in its sole discretion to return to the competition. I further acknowledge and agree that if I am so required by mAudition and I fail to comply with mAudition or the competition’s host’s requirements, then I shall forfeit any and all Prizes and awards, even if already awarded.
3. Payment of Prize(s): I acknowledge and agree that any cash Prize I receive may be paid as a Single payment computed at net present value or as a payment over time based on a formula to be determined by the Competition host/ Producer within their customary parameters.
4. Publicity/Advertising: I shall not advertise or publicize my winning of any Prize at any time, nor sell any Prize consisting of travel or lodging. I shall not disclose my winning of any prize prior to delivery of any Prize.
5. Taxes: I acknowledge and agree that I shall pay all state, federal and other tax obligations arising from any Prize, award or other payments or items I may win or receive. As used in this Agreement, “Prize(s)” means, among other things, money, goods and services, including but not limited to merchandise, travel, lodging and tickets or access to events (but excluding, for clarification, lodging at any location or any travel furnished to such events). I release mAudition or the Competition host, any television station or channel, website, cable network, or satellite network that may air or otherwise exhibit my Content, and each of their respective parents, subsidiaries, affiliates or divisions, and all persons and entities connected with the platform or a competition in which I have registered, of any and all liability in connection with any such taxes. Producer or competition may deduct, withhold or require payment of any such taxes before delivery of any Prize(s). If payment is required and I do not pay within ninety (90) days of the broadcast or other exhibition of my appearance, my Prize(s) will be deemed forfeited. I will indemnify and hold harmless Producer, website or social media platform, any television station or channel, cable network, or satellite network that may air or otherwise exhibit the Program, and each of their respective parents, subsidiaries, affiliates or divisions, and all persons and entities connected with the Program, from any and all liability in connection with any taxes payable with respect to any Prize(s), awards or other payments or items I may win or receive.
6. Forfeiture of Prize(s): My refusal to accept any Prize shall constitute a forfeiture of that Prize, and I hereby release Producer, the Network, any television station or channel, cable network, or satellite network that may air or otherwise exhibit the Program, and each of their respective parents, subsidiaries, affiliates and divisions, and all persons and entities connected with the Program, of all obligations in connection with any such Prize.
7. Substitute Prize(s): If for any reason any Prize a User wins cannot be supplied, I shall accept either a Prize of comparable value or a cash amount equal to the fair market value of the Prize I won, as determined by Producer in its sole discretion.
8. Relationship of Parties: I acknowledge and agree that my relationship to mAudition or the Producer is limited solely to that of a grantor of rights and that I am not an employee of Producer or an independent contractor. I acknowledge and agree that I will be responsible for payment of all taxes and insurance applicable under existing law on all amounts (if any) paid or awarded to me hereunder. I hereby agree to complete, execute and deliver, in person, to Producer all required forms necessary to establish identity and eligibility under the Immigration Reform and Control Act. I warrant and represent that I will make all necessary payments due to governmental agencies to comply with the foregoing.
Indemnification by User.
User will defend mAudition or any of its affiliates and partners against any claim, demand, suit or proceeding made or brought against mAudition or any of its affiliates and partners by a third party alleging that User Data, User Content, or User’s use of any Service in breach of this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify mAudition from any damages, reasonable attorney fees and costs finally awarded by a court of competent jurisdiction against mAudition or any of its Affiliates or Partners as a result of such action.
Direct Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, MAUDITION’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY USER UNDER THIS AGREEMENT FOR THE TWELVE MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION FIRST AROSE (“FEE EXPOSURE”), EXCEPT THAT THE PRICE LIMIT IN THIS SECTION WILL NOT APPLY TO DAMAGES ARISING FROM: (I) A PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE; OR (II) EXPRESS OBLIGATIONS RELATED TO THE UNAUTHORIZED DISCLOSURE OF USER DATA, WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE. THE ABOVE LIMITATIONS WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS.
Exclusion of Consequential and Related Damages. EXCEPT TO THE EXTENT THAT THE DAMAGES OR COSTS SET FORTH IMMEDIATELY ABOVE ARE DEEMED CONSEQUENTIAL OR INCIDENTAL DAMAGES, NEITHER PARTY (INCLUDING IN THE CASE OF mAUDITION ANY OF ITS AFFILIATES, PARTNERS OR THIRD PARTY LICENSORS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, LOST PROFITS OR REVENUES, COVER OR PUNITIVE DAMAGES, HOWEVER ARISING AND EVEN IF THE PARTY AGAINST WHOM THE CLAIM IS MADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Essential Elements of Agreement. THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS OF THE FORM IN WHICH AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) IS BROUGHT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE LIMITATIONS OF LIABILITIES, DISCLAIMERS OF WARRANTIES, EXCLUSIVITY OF REMEDIES, AND OTHER LIMITATIONS SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES (WITHOUT WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR) AND WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
All notices required or permitted by this Agreement shall be in writing and delivered by personal delivery, certified or registered mail or by electronic mail, and shall be effective upon delivery. Notices will be sent to a User at its contact address provided to the platform, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party.
All notices to mAudition should be sent to:
Plot 9, Gbagada Industrial Scheme beside UPS,
Gbagada – Oworonshoki Expy, Lagos
Subject to mAudition’s right to utilize third parties/suppliers to supply all or part of the Services, neither party shall assign or transfer any of its rights or delegate any of its duties under this Agreement, whether by operation of law, as a result of a change of control or otherwise, without the other party’s prior written consent, which consent the other party shall not unreasonably withhold, delay or condition, and any purported assignment or transfer shall be null and void.
The terms of this Agreement, which by their nature one would reasonably intend to survive this Agreement shall survive it, including terms addressing confidentiality, intellectual property, termination, representations and warranties, indemnity, limitation of liability.
This Agreement shall be construed and governed in all respects by the laws of the Federal Republic of Nigeria excluding any provision on conflict of laws.
Except for User’s obligation to pay mAudition or to assume obligations for taxes, neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to: war, terrorism, civil commotion, Internet service interruptions or slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements.
If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision.
The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.
If you have any questions about this Terms, please contact us through any of the details provided below:
Telephone No: 0903 194 6744
In the event the User is an Agency providing registration information on behalf of a Talent, the Agency warrants and represents that it has full authority to represent such individual Talent, to provide mAudition with the registration information and any other personally identifying information of such individual Talent, including parent/guardian authorization where required by law, and to otherwise enter into and agree to this Agreement on behalf of the Talent (including licensing of all intellectual property rights).
In the event that an individual Talent of the age of majority advises mAudition that he or she is no longer represented by the Agency that established and/or maintained an account on the Talent’s behalf, we will, at our discretion, either turn control of the account to the Talent or terminate the account, as directed by the individual Talent. If the individual Talent is not of the age of majority, the parent or legal guardian of the individual Talent may advise mAudition that the individual Talent is no longer represented by a certain Agency, and we will, at our discretion, either turn control of the account over to another Agency with an account and/or has access to the Services, or terminate the account, as directed by the individual Talent’s parent or legal guardian.
By providing any Content to this Website as a Talent:
(a) You agree to grant mAudition a worldwide, royalty-free, perpetual, exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, sub-license, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part to attract new clients to the Website and any other websites that mAudition or its affiliates owns or operates. Such license will apply with respect to any form, media, and technology already known at the time of provision or developed subsequently;
(b) You warrant and represent that you have all legal, moral, and other rights necessary to grant mAudition the license stated above;
(c) You acknowledge and agree that mAudition will have the right (but not obligation), at mAudition ‘s entire discretion, to refuse to publish, or to remove, or to block access to any content you provide, at any time and for any reason, with or without notice.
The mAudition Platform has been designed to be used by brands and/ or corporate entities to amongst other things, host competitions virtually, while talent scouts can also use the platform to discover new talents. The following will guide the use of the platform as a brand or as a Talent Scout:
A brand after going through all necessary registration processes and procedures with mAudition, may host a competition on the Platform. The Brand shall ensure that it obtains all necessary approvals, licences or permits for the Competition to be hosted on mAudition Platform.
Where applicable, the brand shall provide its own judges or coaches or experts for a competition. The remuneration and other modalities of engaging such judges/coaches or experts shall be solely between the brand and the Judges. mAudition shall have no liability towards such judges/coaches or experts.
The Brand shall provide all the necessary guidelines and rules on how a competition shall be conducted including but not limited to: the starting and closing dates of the competition, the eligibility criteria for participants, the selection stages, and other relevant information that will enable mAudition to host a competition effectively, and other pre and post-competition activities .
Upon a scout’s payment of all necessary fees and registration as a User on the mAudition Platform, a Scout shall be allowed to access and review the Content uploaded on the platform by talents.
A scout shall not engage a talent without recourse to the provision of this Agreement.
A scout shall make a payment of the sum provided in the fee schedule (as updated from time to time) to mAudition before engaging a Talent for a production or Project.
The Producer/Competition Host shall have the right to refuse entry into auditions or disqualify any Applicant/ Participant who in their absolute discretion fails to satisfy any of the eligibility criteria or is otherwise in breach of these Terms and Conditions. The decision as to which Applicants will be selected and/ or invited to participate in any stage of a Competition shall be in the sole discretion of mAudition, a competition host, or a producer whose decision(s) in all matters relating to a Competition will be final and binding. mAudition reserves the right at any point after an Application has been received to remove or disqualify an Applicant/ Participant at its discretion from a Competition
Where applicable, members of the public may cast their votes or ratings in support of a participant. The rating mechanism shall be provided by mAudition or one of mAudition’s partners and the rules regulating voting/rating shall be as provided by the Service Provider. The mechanism of the Automated Rating System is confidential. Each User agrees to abide by the rules and guidelines on voting/rating.
A. mAudition grants the User/You the right to access and use the Services via the Platform according to Your subscription type. You acknowledge and agree that, you will abide by all applicable laws related to your use of this Platform. You must only use the Services and Platform for Your own lawful purposes, in accordance with these Terms and any notice sent by mAudition or condition posted on the Platform. You may use the Services and Platform on behalf of others but if You do so, you must ensure that You are authorised to do so, and that all persons for whom or to whom services are provided comply with, and accept all terms of this Agreement that apply to You.
B. The User controls his/her or its access to the Platform/Services at all times. Each User has the responsibility of keeping secure and confidential, any usernames or passcodes for access to the Platform. The User should immediately contact mAudition where it observes that his/her access/passcode may have been compromised. You must take all other actions that mAudition reasonably deems necessary to maintain or enhance the security of mAudition’s computing systems and networks and Your access to the Services.
C. The User shall not use the Platform or the services in any way that would violate any applicable law, regulation or guidelines ;
D. The User shall not permit unauthorized recording or duplication of the mAudition’s Software and services or specified configuration including making backup copies and/or CD-ROM;
E. The User shall not use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access, or that are designed to distort, delete, damage or disassemble the Platform or the Services.
F. The User may not use the mAudition Platform or Services to develop, generate, transmit or store information that: (i) Infringes any third party’s intellectual property or other proprietary right; (ii) Is defamatory, harmful, abusive, obscene or hateful; (iii) In any way obstructs or otherwise interferes with the normal performance of another use of the Platform or services; (iv) Performs any unsolicited commercial communication not permitted by applicable law; (v) is deemed an harassment or a violation of privacy, or threatens other people or groups of people, and (vi) Impersonates mAudition, or steals or assumes mAudition’s identity (whether a real identity or online nickname or alias).
The mAudition Platform and services contain confidential and trade secret information owned or licensed by mAudition, and the User agrees to take reasonable steps at all times to protect and maintain the confidentiality of such information.
The mAudition Platform and the Services may be incorporated into, and may incorporate, technology, software, content and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements.
All modifications or enhancements to mAudition’s Software and services remains mAudition’s sole property and mAudition retains the sole discretion to modify or add additional features or functions to the Platform.
When You input any Data onto the Platform You agree and acknowledge that You are responsible for ensuring the accuracy of such Data. mAudition is under no obligation to ensure that Your Data on the Platform is an accurate representation of your actual business/personal data.
The website, the mAudition software Application, their entire contents, and features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), courses and content are owned by mAudition and are protected by the copyright laws of Nigeria and international copyright treaties, as well as other intellectual property laws.
User agrees that it will not at any time during or after the term of its subscription and the term of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to mAudition (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation).
mAudition does not grant any right or license to any of its ( mAudition) intellectual property rights by implication, estoppel or otherwise other than those expressly mentioned in this Agreement.
Copyright in any Content belongs to the Talent except as otherwise agreed in writing by the Talent.
I hereby grant to mAudition the following exclusive and irrevocable rights throughout the universe, in perpetuity. I understand and agree that, unless otherwise set forth herein, no additional compensation, payments, residuals, reuse fees or other payments shall be made to me with respect to the rights granted in this Section.
I understand that, in and in connection with a competition, I may reveal or relate with other parties (including, without limitation, employees, agents or representatives of mAudition , a brand, a competition sponsor (and each of their respective parents, affiliates, subsidiaries, licensees, or designees); other participants; the judges, host, and special correspondents of a competition may reveal or relate information about me of a personal, private, intimate, surprising, defamatory, disparaging, embarrassing or unfavourable nature, that may be factual or fictional. I further understand that my voice, appearance, depiction and portrayal in my Recording and/or in the completion and my actions and the actions of others displayed in the Competition may be disparaging, defamatory, embarrassing or of an otherwise unfavourable nature and may expose me to public ridicule, humiliation or condemnation. I acknowledge and agree that mAudition shall have the right to (a) include any such information and any such appearance, voice, depiction, portrayal, actions, and statements in the competition determined by mAudition in its sole discretion, (b) exhibit and otherwise exploit the Program containing any such information and any such appearance, depiction, portrayal, actions or statements, and (c) use such information, appearance, depiction, portrayal, actions and statements in any manner whatsoever, as mAudition may elect in its sole discretion. The waivers, releases and indemnities in this Agreement expressly apply to the use and exploitation of any such information and any such appearance, depiction, portrayal, actions statements and material.
Definition of “Releasing Parties.” As used in this Agreement, the term “Releasing Parties” means and refers to each of me, my heirs, next of kin, spouse, guardians, legal representatives, executors, administrators, successors and assigns.
Definition of “Released Parties.” As used in this Agreement, the term “Released Parties” means and refers to each of mAudition, a brand, a sponsor, a website, and other social media channel, all television stations and channels, cable networks and satellite networks that broadcast or otherwise exhibit my recording or the competition, the other Participants in the Program, all sponsors, advertisers, all other persons and entities connected with mAudition or any competition I have entered into, and the representatives and members of each of the foregoing entities.
Waiver of All Claims and Suits; Released Claims; Indemnity: To the maximum extent permitted by law, I, along with the other Releasing Parties, hereby and irrevocably indemnify, release and forever discharge the Released Parties from and against any and all claims, liens, agreements, contracts, actions, suits, costs, attorney’s fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively the “Released Claims’’) arising out of or in connection with my, participation and appearance in, a Competition or other activities associated with services provided by mAudition advertising, promotion and publicity, or the use or reuse of my appearance, name, voice, likeness, or biographical information, in any manner whatsoever, in connection with the Services rendered by mAudition, or a competition, or otherwise, and my receipt or use of any prize.
Indemnity. To the maximum extent permitted by law, I and the other Releasing Parties irrevocably agree to, indemnify and hold harmless each of the Released Parties from, and against any and all Released Claims by whomever asserted, including, without limitation, any claims arising out of or in connection with (a) any breach or alleged breach of any agreement, covenant, representation, or warranty made by me in this Agreement, or (b) my participation or appearance in, or elimination from a Competition or the activities associated with mAudition Services, whether occurring before, during or after my actual participation in the Program, including without limitation any injury, illness, damage, loss, harm or death I or any of the other Releasing Parties or any third parties may suffer in connection therewith, or (c) any statement, action or omission of mine during, or in connection with the Program, or resulting directly or indirectly from the Program (whether before, during or after my actual participation in the Program), or (d) my possession or use of any prize, or my failure to pay taxes due in connection with any prize I may receive.
Term. This Agreement shall have a term commencing as of the Effective Date and ending upon expiration or termination of any subscription or User’s use of the Services. All terms that by their nature are intended to survive the termination of this agreement shall survive the termination notwithstanding the cause of termination.
Effect of Expiration or Termination. When this Agreement or any subscription expires or is terminated, User shall pay all money due to mAudition for Services rendered up to the expiration or termination date and any payments that may become due pursuant to this Agreement subsequent to such expiration or termination. User also agrees to immediately stop using the Services/Platform and accessing the software, upon expiration or termination of a subscription or a User’s use of the services, and both parties agree to stop using the Confidential Information of the other party, and to return or destroy (at the Discloser’s discretion) all the copies of the other party’s Confidential Information.
Licence granted to mAudition over any Content posted by a User prior to the termination shall remain valid and subsisting in accordance with the rights granted under this Agreement.
Nothing in this section shall prevent, or be construed as preventing, a party from seeking injunctive or other equitable relief in a court of appropriate jurisdiction.
User hereby agrees to waive its right to participate in any class action or class claims including class arbitration or consolidation of individual arbitration with regards to any dispute arising from this Agreement.
No Warranties; All Services are provided “AS IS”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, mAudition MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”. mAudition MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OR COMPLETENESS OF ANY OF THE SERVICES NOR THAT THE OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party.
As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the Disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
Authorized Persons” means an individual or entity that is authorized by User to use the Services/Platform, or to whom User (or mAudition at User’s request) have supplied a user identification and password. Authorized Persons may include,
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with mAudition or an entity that is related to mAudition for provision of Services on mAudition’s platform
“Competition” means any talent hunt, event or contest in which the Content uploaded by Talent shall be considered and reviewed by third parties in view of receiving a Prize.
‘Participant’ means any Talent that registers for or make entries to partake in a Competition”
“Competition Host” or “Producer” means any entity or any person employed by any entity who oversees the administration of a competition, or who employs the mAudition website/platform to host a competition.
“Brand” means a corporate entity that Uses mAudition website/platform or services to hold a competition
“Talent Scout” means any person or corporate entity who uses mAudition website/platform or services to search for and discover new talent with the aim of developing the talent.
“User”, “You”,“Your”, “I” means any person or corporate entity who which includes any brand, Talent scout, Talent who has access to and uses mAudition’s website/application/platform whether as a visitor or a registered user
Any physical person who has provided Content on the mAudition platform and who uses or benefit from mAudition services.
“Content” or Recording” or “Post” means any audio, video, audio-visual, still images recording recorded on or transferred to, video files, film, slides, photographs, audio files, or other media format, now known or later developed, created and uploaded on mAudition website/platform by a Talent for the purposes of using or benefitting from mAudition Services, either as a participant in competition, or to be visible to Talent Scouts.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.
“Services” means the Services provided by mAudition on its website/Application or Platform which includes providing a virtual platform for Talents to showcase their talents for more visibility and a platform where Competitions can be held without the need for a physical venue, and any other services provided on the mAudition platform.
“Sponsor” means any person or corporate entity who is supporting an event or competition on mAudition by providing financial assistance, products or services
“Supplier or Service Provider” means any person or entity contracted by mAudition that provides services, materials, products, or supplies in connection with the Services. mAudition reserves the right to change Suppliers at its sole discretion.
“Term” means the duration of a User’s use of mAudition’s website/application or platform
“Violating Competition” means any competition that violates any law, rule, regulation of a country or state in relation to the use of mAudition’s platform or any Competition that is against guidelines provided by mAudition
“Violating Post” means any post or Content that violates any law, rule, regulation of a country or state in relation to the use of mAudition’s platform or any Content or Post that is against guidelines provided by mAudition.