Terms and Conditions

Last updated: August 17, 2023

1.   Introduction

Welcome to the MTN Audapp Terms and Conditions of Use and Code of Conduct (“MTN Audapp Terms”). Thank you for choosing MTN Audapp platform offered by Clairvoyant Business Option Limited with offices in Lekki, Lagos, a company registered in Nigeria. MTN Audapp is a platform and service we offer that gives you the ability to submit your podcast content directly to Mtn Audapp and understand your podcast audience.

These MTN Audapp Terms:

  • Outline your legal rights on Mtn Audapp for Podcasters

  • Explain the rights you give to us when you use MTN Audapp

  • Describe the rules to follow when using Mtn Audapp for Podcasters

Please read these MTN AudappTerms, our Mtn Audapp Terms and Conditions of Use, our Privacy Policy and any other terms referenced in these MTN AudappTerms carefully.

 The MTN AudappTerms are executed and agreed to, and will constitute a binding contract between the entity you represent (“you” or “your”) and Mtn Audapp, when you click the “Accept” button during the registration process for the MTN Audappservice (the “MTN AudappService” or “Service”), when you submit Authorized User Content (defined below in Section 5) to, or when you otherwise use the MTN AudappService, or access any content or material that is made available by Mtn Audapp through the Service (the “Content”), or when you enjoy any other services under particular Opt-In Mtn Audapp for

Podcasters Terms (as defined below).

Agreements:

 In addition to these MTN AudappTerms, your use of the Service is also subject to Mtn Audapp’s Privacy Policy (“Privacy Policy”), and any additional terms that you agree to, including, without limitation the Opt-In MTN AudappTerms (as defined below), which shall all be referred together as the “Agreements.” Please read the Agreements carefully. They cover important information about the MTN AudappService provided to you and the effective version of the Agreements can be found on Mtn Audapp’s website. You acknowledge that you have read and understood the Agreements, have had the opportunity to review the Agreements with legal counsel even if you have chosen not to do so, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the MTN AudappService. By using the Service, you further consent to receiving communications from us. You also agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including written communications. All Agreements are hereby incorporated by reference into these MTN AudappTerms.

Subscribing Entities:

If you are using the Service or opening an account on the Service on behalf of a company, entity or organization (each a “Subscribing Entity”), then you represent and warrant that:

  1. you are an authorized representative of that Subscribing Entity with the authority to bind the Subscribing Entity to the Agreements, regardless of whether you remain an authorized representative of that Subscribing Entity,

  2. the Subscribing Entity agrees to be bound by the Agreements, and

  3. you agree to be bound by the Agreements on behalf of such Subscribing Entity. You also represent, warrant and covenant to us that any registration information that you submit to us for use in connection with the MTN AudappTerms is true, accurate, and complete, and you agree to keep it that way at all times until the MTN AudappTerms are terminated by either you or Mtn Audapp pursuant to Section 14

below.

You can correct any erroneous registration information via your Account

You may delegate your authority to use and access MTN Audappto additional users within your Subscribing Entity (each, a “Delegate”) and in the event that you and/or any of your Delegates access MTN Audappon the Service, you acknowledge and agree that these MTN AudappTerms shall govern such use of Mtn Audapp for Podcasters. You and your Delegates will be able to sign in to MTN Audappusing individual credentials for Mtn Audapp for Podcasters. You represent, warrant and covenant to us that each of your Delegates will be authorized to access Insights, participate in Programs and other services, and sub-delegate their authority to additional users, for and on behalf of the Subscribing Entity. If you do delegate such authority to any one or more Delegates, you expressly agree on behalf of the Subscribing Entity that all of your Delegates will comply with the MTN AudappTerms, the Subscribing Entity will remain fully liable for your and each Delegate’s violation of the MTN AudappTerms, and the Subscribing Entity will be responsible for the acts or omissions of your Delegates for purposes of the MTN AudappTerms.

 In accordance with Section 5 below, you, your Delegates or your Subscribing Entity may post content to the Service. The MTN AudappService is provided to you free-of-charge in exchange for your use of the Service and the provision of your Authorized User Content (defined below in Section 5) to the Service and agreement to the Agreements.

 Additional Programs and Insights:

In addition to the then-current features of Mtn Audapp for Podcasters, we may from time-to-time add new features with opportunities for rights holders, including you, to access additional information related to the use of content on MTN Audapp(“Insights”), and to participate in and manage marketing, promotional, merchandising, programming and/or other campaigns for their content through MTN Audapp(“Programs”). Opportunities for Insights and Programs for your content will be presented to you or your Delegates on an opt-in basis through Mtn Audapp for Podcasters, along with the corresponding terms and conditions for the particular opportunity (each, the “Opt-In MTN AudappTerms”).

2.   Changes to the Agreements

We may make changes to the Agreements at any time in our sole discretion by prominently posting a revised version of the Agreements within MTN Audappor by sending you an email. You are advised to regularly review the most recent and up-to-date version of the Agreements on the Mtn Audapp website. You have no obligation to continue to upload and submit Authorized User to the Service following a change to the Agreements, and if you do not agree to a modified version of any of the Agreements, you should remove any Authorized User Content you uploaded and discontinue your use of the Service. Your continued use of the Service after changes have been made will constitute your acceptance of the changes. Notwithstanding the preceding sentences of this paragraph, no revisions to the Agreements will apply to any dispute between you and us that arose prior to the date of such changes.

3.   Your Account

Access Requirements.

In order to use the MTN AudappService, submit Authorized User Content (defined in Section 5 below) to the Service, or access the Content, you need to:

● be 18 or older,  have the power to enter a binding contract with us and not be barred from doing so under any

applicable laws,  not have been previously barred from the Service for violating the Agreements

Account Registration.

When you create a MTN AudappAccount, you will be required to review and accept the applicable Agreements.

Account Information.

You agree that you will provide only accurate, complete, and current information in connection with the Account registration process, including with respect to any third party podcast hosting service used in connection with your Authorized User Content. You can correct any erroneous information by accessing your settings page upon login. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately.

Third Party Account Access.

You are fully responsible for the behavior and activities occurring in connection with the Service under your Account and for compliance with the Agreements by anyone accessing your Account. If there is a dispute between you and any third party as to the ownership or authorized use of an Account (including the Account of any of your Delegates), you may contact MTN Audappcustomer service using the Contact Us page of the Mtn Audapp for Podcaster’s website. After notice of the dispute, Mtn Audapp may suspend all access to such Account at any time and without any liability to you, your Delegates or any other person or entity, including your Subscribing Entity. Mtn Audapp may resolve disputes, or it may leave the resolution of disputes up to the parties involved, who may seek relief from a court of competent jurisdiction. If Mtn Audapp resolves any dispute, then you agree that Mtn Audapp’s decision is final and binding upon you and that you will have no cause of action against Mtn Audapp, although you may have recourse against any third parties as provided under law. Mtn Audapp will also abide by any lawful order from a court of competent jurisdiction.

4.   Rights We Grant You

 Access to the MTN AudappService. The MTN AudappService and Content is the property of Mtn Audapp or its licensors. The Service and Content are not sold or transferred to you, and Mtn Audapp and its licensors retain ownership of Mtn Audapp for Podcasters, the Service and the Content even after you access the Service and Content. We grant you a limited, non-exclusive, revocable license to make use of the MTN AudappService to submit your Authorized User Content and review analytical information about your relevant Authorized User Content (defined below in Section 5) on Mtn Audapp (collectively “License”). This License shall remain effective until and unless the MTN AudappTerms are terminated by you or Mtn Audapp under Section 14 below. Neither you nor your Delegates may sell, transfer or sublicense your Account or individual credentials. You promise and agree that you will use MTN Audappand/or the Service solely as permitted by these MTN AudappTerms, and that you will not redistribute or transfer Mtn Audapp for Podcasters, the Service, or the Content. The data, media, websites, and software applications that are included in MTN Audappare licensed to you, and at all times Mtn Audapp will retain ownership of such data and information, even after installation of the MTN AudappService (or portions thereof) on your personal computers, servers, mobile handsets, tablets, and/or other relevant devices.

Mtn Audapp Brand Features.

All Mtn Audapp trademarks, service marks, trade names, logos, domain names, and any other features of the Mtn Audapp brand (“Mtn Audapp Brand Features”) are the sole property of Mtn Audapp or its licensors. The Agreements do not grant you any rights to use any Mtn Audapp Brand Features whether for commercial or non-commercial use, and all goodwill generated from the use of any Mtn Audapp Brand Features will inure solely to Mtn Audapp.

Acceptable Use of the MTN AudappService.

You agree to abide by our User Guidelines in Section 7 below and not to use the Mtn Audapp for

Podcasters Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Mtn Audapp grants no right, title, or interest to you in the MTN AudappService or Content, by implication, estoppel or otherwise. All rights not granted to you are expressly reserved by Mtn Audapp. Third party software (for example, open source software libraries) included in the MTN AudappService are made available to you either under the Agreements or under the

relevant third party software library’s license terms

5.   MTN AudappAuthorized User Content

Authorized User Content.

Registered MTN Audappusers (“Podcasters”), including you and any of your Subscribing Entities and Delegates, may, at no cost to Mtn Audapp, submit, upload, and/or contribute to the Service authorized audio content (which may include, for example, any associated metadata, images, artwork, texts, photographs, videos, podcast transcripts, marketing materials or other associated materials, as specified by you in the MTN Audappsubmission form) (“Authorized User Content”). Mtn Audapp, and/or any third party appointed by Mtn Audapp, may in its sole discretion decide to use all, or parts of, the metadata provided, as well as to supplement and/or replace such metadata. For the avoidance of doubt, Authorized User Content shall not include any content that a Mtn Audapp user has stored locally on its Terminal Device, and which has not been downloaded by such Mtn Audapp user from Mtn Audapp or the Service, even if such content is the same as delivered by you under these MTN AudappTerms as Authorized User Content. A “Terminal Device” is any now known or hereafter developed computer or consumer electronic device with the ability to stream, play, and store Content, including, without limitation, laptop and desktop PCs (running, without limitation, MAC OS, Windows, Linux OS), netbooks, tablets, gaming consoles, networked home audio equipment, internet-enabled personal audio players, connected MP3 players, mobile telephones and cellphones, set-top boxes, connected televisions, voice-controlled speakers, wearable devices and motor vehicles.

The Authorized User Content you provide may only include content that you wholly own or otherwise are fully authorized to license to Mtn Audapp in accordance with these MTN AudappTerms. As an example, and without limiting anything in these MTN AudappTerms, you must therefore have all rights and authorizations relating to any sound recordings and musical works included in the Authorized User Content, necessary to grant Mtn Audapp the license described in these MTN AudappTerms.

Authorized User Content Warranty.

User content

The content you share on the platform.

Users of MTN Audapp can contribute content to the MTN Audapp Service, such as posts, uploads, and contributions (“User Content”). To clarify, “User Content” encompasses all information, materials, and other content added, generated, uploaded, submitted, distributed, or posted by users on the MTN Audapp Service, including the MTN Audapp Support Community.

You are solely accountable for all User Content you publish.

By posting User Content on MTN Audapp, you affirm that: (1) you either own or possess the necessary rights to post the User Content; (2) the use of such User Content by MTN Audapp, as permitted by the below license, does not: (i) breach these Terms, applicable laws, or the intellectual property or other rights of any third party; or (ii) imply any affiliation or endorsement of you or your User Content by MTN Audapp, any artist, band, label, or individual/entity without prior written consent from MTN Audapp or the relevant individual/entity.

When posting or sharing User Content on MTN Audapp, please remember that it will be publicly accessible and may be shared by others on the platform and the wider internet. Be cautious while posting or sharing on MTN Audapp and be mindful of your account settings. MTN Audapp is not accountable for the content posted or shared by you or others on the platform.

MTN Audapp’s Terms of Use do not allow posting content that violates someone else’s intellectual property rights, including copyright and trademark. Copyright is a legal right that seeks to protect original works of authorship (example: books, music, film, art).

Neither MTN, not the promoters of the MTN Audapp service will be held responsible for copyright infringement charges over materials and content posted by independent users and creators on the MTN Audapp service.

Monitoring of user content

MTN Audapp may, at its discretion, monitor or review User Content. MTN Audapp has the right to remove or disable access to any User Content for any reason, without prior notification to you.

Licenses you grant us.

User Content

You retain ownership of your User Content when you post it on the Service. However, to make your User Content available on the MTN Audapp Service, we require a limited license from you. Thus, you grant MTN Audapp a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform, display, translate, modify, create derivative works from, distribute, and otherwise utilize any such User Content through any medium, either alone or in combination with other Content or materials, in any manner and by any means, method, or technology, whether presently known or developed in the future, in connection with the MTN Audapp Service. In accordance with applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as the right to be recognized as the author of any User Content, including Feedback, and the right to object to derogatory treatment of such User Content.

Feedback

If you provide ideas, suggestions, or other feedback related to your use of the MTN Audapp Service or any Content (“Feedback”), this Feedback is non-confidential and may be used by MTN Audapp without restrictions or compensation to you. Feedback is considered a form of User Content as per these Terms.

Claims of infringement

MTN Audapp respects the rights of intellectual property owners. If you believe that any Content violates your copyright rights, please consult the MTN Audapp Copyright Policy.

All Authorized User Content you submit to the Service shall not create any liability for MTN Podcast or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders. You also agree to maintain and promptly update your Authorized User Content by means of the Services to keep that information true, accurate, current and complete.

you have all necessary written or implied consents, releases, and/or permissions of each identifiable individual person in the Authorized User Content to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the Authorized User Content in the manner contemplated by this Agreement.

You also agree to maintain and promptly update your Episode by means of the Services to keep that information true, accurate, current and complete.

You understand that Higher Pixels uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

Embedded Advertising.

Mtn Audapp acknowledges and accepts that the Authorized User Content may contain advertising and/or sponsorship messages which are generally included when the Authorized User Content is distributed on any other service subject to your compliance with these MTN AudappTerms (“Embedded Advertising”). You acknowledge and accept that Authorized User Content may only contain advertising sold to advertisers against your entire network of content providers, including Other Services. You may not include

1. advertising and/or sponsorship messages targeted against the Service, advertising sold specifically for distribution on the Service or to specifically target users on the Service, in the Authorized User Content. You will ensure that all advertising or sponsorship messages contained in the Authorized User Content for distribution on the Service will comply with applicable laws and regulations. Notwithstanding the foregoing, You acknowledge that advertising and/or sponsorship messages containing pornographic content, or for firearms, ammunition, weapons, cigarettes, tobacco or e-cigarettes, or paid advertising for any competitive Telco, music or audio streaming services, is not permitted. In addition, you may not use any data you obtain about Mtn Audapp’s users for any purpose other than for demographic targeting on the Service, and you are expressly prohibited from repurposing any data about Mtn Audapp users or to retarget a Mtn Audapp user or append data to a non-public user profile, or to use any data derived from Mtn Audapp users to build, create, develop, or supplement any segments, profiles, or similar records on any user, device, or browser. No data provided by Mtn Audapp or acquired by you in relation to usage of the Authorized User Content on the Service may be used for the purposes of targeting for advertisers. You shall not use the Mtn Audapp name or brand marks in any advertising sales collateral without prior approval from Mtn Audapp. Mtn Audapp reserves the right to remove any Authorized User Content that contains any Embedded Advertising that does not comply with the MTN AudappTerms. You agree that cookies may only be used in and/or in relation to the Authorized User Content to improve the user experience.

Delivering Authorized User Content.

You shall submit Authorized Podcaster Content to the Service through the submission of an XML-based standard web rich site summary feed format (“RSS Feed”), which RSS Feed may include various files and the transmission of text and other metadata. You shall also submit Authorized Podcaster Content through other relevant input fields made available in the MTN Audappuser interface.

Takedowns.

Mtn Audapp shall be under no obligation to include and/or distribute Authorized User Content via the Service and reserves the full right to remove any Authorized User Content from the Service in its sole discretion. Mtn Audapp may, but has no obligation to, monitor, or review Authorized User Content. Because there is a risk to hosting Authorized User Content, Mtn Audapp reserves the right, in all cases, to remove or disable access to any Authorized User Content for any or no reason, including, but not limited to, Authorized User Content that, in Mtn Audapp’s sole discretion,

          1.             is likely to infringe the intellectual property rights of a third party if distributed by MTN

Podcast in accordance with these Mtn Audapp for Podcaster Terms, violates the Agreements, violates the rights of any third party, poses a reputational risk to Mtn Audapp or any other person, would cause Mtn Audapp to be in breach of any agreement to which Mtn Audapp is a party, or if Mtn Audapp is notified by you or otherwise becomes aware that the Authorized User Content and/or the distribution thereof, is or may be in violation of any applicable laws or regulations, or constitute an unlawful act in relation to you, Mtn Audapp is instructed to take such action by a competent legal authority, or you in any relevant way fail to fulfil your obligations under these Mtn Audapp for Podcaster Terms or is otherwise in breach of these Mtn Audapp for Podcaster Terms. Mtn Audapp may take these actions without notification to you or any third party and without any liability to you for such removal.

Offline Listening Cache.

Removal or disabling of Authorized User Content will result in the deletion of the Authorized User Content from the Service but you agree that the Authorized User Content may still be temporarily available to offline Mtn Audapp users who saved the applicable Authorized User Content for offline listening on a Terminal Device.

6.   Rights You Grant Us

License to Mtn Audapp.

You grant Mtn Audapp a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, worldwide license to:

  1. download, digitally transcode, modify, make copies of, create derivative works from (including the right to transcribe, e.g. for the purpose of optimizing search functionalities, improving personalization, simplifying content review and/or displaying on the Mtn Audapp Platform, but not including the development and production of derivative audio or video works or the exploitation of customary ancillary rights, e.g. merchandise, live events, etc.), and otherwise process, the Authorized User Content to the extent reasonably necessary to transmit and communicate to the public the Authorized User Content and operate the Service;

  2. transmit and communicate to the public the Authorized User Content on a pre-programmed and on-demand basis to Terminal Devices of Mtn Audapp users in
    1. any industry-standard implementation of the digital media “streaming” format, as that term is commonly understood, in all cases wherein the content of the media file is rendered simultaneously with its transmission; and

    1. the so-called “conditional download” format wherein the transmission of a media file results in a playable copy of the media file being deposited on the storage medium of a Terminal Device;

transmit, communicate to the public and display the Authorized User Content for purposes of identifying and promoting the availability of the corresponding Authorized User Content on the Service;

make and store on Mtn Audapp’s servers and Terminal Devices such copies of Authorized User Content as are reasonably necessary to enable Mtn Audapp to transmit and communicate to the public Authorized User Content and communicate to the public and display images as permitted hereunder; and

use the Authorized User Content for internal research, development and business purposes. For the avoidance of doubt, Mtn Audapp will determine, at its sole discretion, whether the Authorized User Content will be distributed via the Service, and Mtn Audapp shall be entitled to use the Authorized User Content in conjunction with all of the tiers, features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Mtn Audapp Platform”) (which includes, but is not limited to, the right to transcribe Authorized User Content, e.g. for the purpose of optimizing search functionalities, improving personalization, simplifying content review and/or displaying on the Mtn Audapp Platform). You further grant us the non-exclusive, irrevocable, fully paid, worldwide right to use your name, likeness, and photograph on the Service and in our marketing communications to advertise, market and promote the availability of your Authorized User Content on the Service.

Notices and Titles.

Conditional upon you supplying the relevant information in the Authorized User Content’s associated metadata, Mtn Audapp shall display a link to the following information via the Mtn Audapp client interface for the Service in connection with each Authorized User Content:

  1. a standard copyright notice supplied by the Podcaster [e.g. “(p) and (c) [Year]

[Provider-designated name]. All rights reserved.”] in a readable size; and

  • the title of the Authorized User Content as set forth in such metadata.

Feedback.

If you provide feedback, ideas or suggestions to Mtn Audapp in connection with the MTN AudappService or the Content (“Feedback”), then regardless of what your accompanying communication may say, you acknowledge that the Feedback is not confidential and that you grant Mtn Audapp a worldwide, non-exclusive, irrevocable, perpetual, royalty free and unlimited license to use your Feedback in any way, for any purpose, and through any medium or technology now known or hereafter created, whether in whole or in part, and whether as modified or unmodified. Feedback is considered a type of Authorized User Content.

User Rights.

Aside from the rights specifically granted in the Agreements, you retain ownership of all rights, including intellectual property rights, in the Authorized User Content that you post, and you have only granted us a license as set forth in the Agreements. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or rights, such as your right to be identified as the author of any Authorized User Content, including Feedback, and your right to object to derogatory treatment of such Authorized User Content. If such moral rights are not waivable, then you at least agree not to sue us for failure to identify you as the author of any

Authorized User Content or for any use of your Authorized User Content on the Service.

7.   User Guidelines

Objectionable Content.

Mtn Audapp respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the MTN AudappService or submitting Authorize User Content to the Service, to make sure Mtn Audapp stays enjoyable for everyone. The current rules are listed below, but these may be updated, or we may provide you with additional rules, from time to time, consistent with Section 2 above. You agree to follow these rules.

The following is not permitted for any reason whatsoever:

7.1 copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the MTN AudappService or its Content, or otherwise making any use of the MTN AudappService or its Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the MTN AudappService or the Content or any part of it;

7.2 using the MTN AudappService to import or copy any local files you do not have

the legal right to import or copy in this way;

7.3 using the MTN AudappService to distribute music tracks, DJ mixes or similar content to the Mtn Audapp Service. The MTN AudappService is not intended to be a music distribution tool.

7.4 transferring copies of cached Content from an authorized Terminal Device to any other device via any means;

7.5 reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the MTN AudappService, or the Content or any part thereof unless permitted by applicable law;

7.6 circumventing any technology used by Mtn Audapp, its licensors, or any third party to protect the Content, the MTN AudappService;

7.7 selling, renting, sub-licensing or leasing of any part of the MTN AudappService or the Content;

7.8 circumventing any territorial restrictions applied by Mtn Audapp or it licensors;

7.9 manipulating the Services by using a script or other automated process;

7.10 taking any action that imposes an unreasonable load on the Service;

7.11 removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Service (including for the purpose of disguising or changing any

indications of the ownership or source of any Content);

7.12 “crawling” the Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Mtn Audapp;

7.13 framing or linking to any of the materials or information available on Mtn Audapp’s website; or

7.14 deleting or altering any material Mtn Audapp or any other user makes available on the

Service.

Please respect Mtn Audapp, the owners of the Content, yourself, and other users of the Service. Don’t engage in any activity, submit any Authorized User Content, or register and/or use a username, which is or includes material that:

7.15 would violate any agreement to which you are a party, such as, by way of example and not

limitation, an exclusive recording agreement or publishing agreement;

7.16 is offensive, abusive, defamatory, pornographic, uses sexualized language or imagery, welcomes sexual attention or advances threatening, obscene, or advocates or incites violence, causes Public or private harassment ;

7.17 is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Mtn Audapp or a third party;

7.18 includes your password or purposely includes any other user’s password or purposely includes

personal data of third parties or is intended to solicit such personal data;

7.19 includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;

7.20 is intended to or does harass or bully other users, Troll, insults, uses derogatory comments, and

personal or political attacks

7.21 impersonates or misrepresents your affiliation with another user, person, or entity, or is

otherwise fraudulent, false, deceptive, or misleading;

7.22 uses automated means to artificially promote content;

7.23 involves the transmission of unsolicited mass mailings or other forms of spam (“spam”);

7.24 involves commercial or sales activities or pyramid schemes, that are not expressly authorized by Mtn Audapp;

7.25 exposes confidential or proprietary information of a third party or personal information about yourself that you do not wish to broadcast to people around the world;

7.26 interferes with or in any way disrupts the Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Mtn Audapp’s computer systems, network, usage

rules, or any of Mtn Audapp’s security components, authentication measures or any other

protection measures applicable to the Service, the Content or any part thereof; or

7.27 conflicts with the Agreements, as determined by Mtn Audapp.

You agree that you will not assist or permit any person to engage in any of the activities in Sections 7.1 through 7.27.

All content listed in Sections 7.1 through 7.27 is “Objectionable Content.” You acknowledge and agree that posting any such Objectionable Content may result in immediate termination or suspension of your Mtn Audapp account.

Mtn Audapp may also reclaim your username for any reason, including, but not limited to, for the purpose of giving your username to another user of the MTN AudappService, and

Mtn Audapp will have no liability to you if it does so.

Please be thoughtful about how you use the MTN AudappService and what you submit. The Service includes the ability to post Authorized User Content and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Mtn Audapp or across the web, and may live on in perpetuity once posted, so please submit Authorized User Content on Mtn Audapp carefully. Mtn Audapp has no responsibility for your choices to post Authorized User Content on the Service.

8.   Infringement and Reporting Authorized User Content

Mtn Audapp respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, see Mtn Audapp’s copyright policy.

If MTN Podcast is notified by an intellectual property owner or their agent that any Content infringes a protected legal right, then Mtn Audapp may, in its absolute discretion, take actions without prior notification to the provider of that Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Mtn Audapp with a request to restore the removed Content. If you believe that any Content does not comply with the user guidelines, please fill out our notice form.

9.   Service Limitations and Modifications

Mtn Audapp will make reasonable efforts to keep the Service operational. However, Mtn Audapp makes no assurances that the Service will be available continuously on a 24 x 7 x 365 basis. Certain technical difficulties or maintenance may result in temporary interruptions. Mtn Audapp reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the MTN AudappService, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the MTN AudappService or any function or feature thereof. You understand, agree, and accept that Mtn Audapp has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Mtn Audapp and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law or the Agreements.

10.        Data Insights; Mistakes

Errors.

You acknowledge that MTN Audappis a free service that we are providing to you for use at our discretion. The MTN AudappService may provide you with the ability to view usage data of your podcast and demographic data on your fans. While we work hard to ensure the accuracy of the data, we do not guarantee that the MTN AudappService or the data we collect from the Service will be available error-free or that mistakes, including mistakes in the data insights that we provide to you, will not happen from time to time. Where there is a glitch or mistake in the Service, we will take all reasonable efforts to address or correct these mistakes. You agree that you will indemnify and hold us harmless against any damage, liability, or costs that you incur as a result of a mistake, error, or glitch in this free service or arising from your use of the data. All data is provided to you “AS-IS.” You use all such data provided by us at your sole risk and discretion.

Data Back-Up.

Although Mtn Audapp takes reasonable precautions to preserve and protect the Content stored in the database used by Mtn Audapp to provide the Service, you shall not rely on the Service as your only storage facility, and you should preserve backup copies of your Authorized User Content. MTN

Podcast is not liable for damage to, deletion of, or failure to store any Content.

11.        Beta Features

From time to time, we may offer beta features through the MTN AudappService (“Beta Features”). We use Beta Features to experiment with and test new feature ideas. Accordingly, you may find that Beta Features appear one day, undergo periodic changes, or even disappear completely.

12.        Customer Support

For customer support with MTN AudappAccount-related questions (“Customer Support Queries”), please submit a ticket to our customer service department using the Customer Service contact form on the Contact Us section of our website. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.

13.        Export Control

You agree to comply with all applicable export and re-export control laws and regulations. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Mtn Audapp under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the Republic of Nigeria or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of the Agreements.

14.        Term and Termination

Term.

These MTN AudappTerms will apply as of the Effective Date and continue to apply to you until terminated by either you or Mtn Audapp under this Section. However, you acknowledge and agree that the license granted by you in relation to Feedback is irrevocable and will therefore continue after expiration or termination of any of the Agreements for any reason.

Termination.

You may terminate these MTN AudappTerms at any time by contacting us through the Customer Service contact form on the Contact Us section of our website. Mtn Audapp may terminate the Agreements or suspend your access to the MTN AudappService at any time for any reason, including in the event of your actual or suspected unauthorized use of the MTN AudappService and/or Content, or non-compliance with the Agreements, without notice and without liability to you. Mtn Audapp may also terminate this Agreement, and/or, alternatively in Mtn Audapp’s sole discretion, permanently or temporarily suspend with immediate effect your ability to provide Authorized User Content to Mtn Audapp in the event that, in MTN

Podcast’s reasonable determination, you are identified as a repeat infringer. Customer Support After Termination.

As of the effective date of any termination of these MTN AudappTerms, you will:

  1. have no further right to use the Service or your Account (or the Accounts of your

Delegates) for Mtn Audapp for Podcasters;

  • have no further right to accept any benefits under these MTN AudappTerms); and

  • immediately destroy, or if instructed by Mtn Audapp, return to Mtn Audapp, all data, information and content delivered to you in connection with the MTN AudappService through the effective date of termination. If you or Mtn Audapp terminate the Agreements, or if Mtn Audapp suspends your access to the MTN AudappService, you agree that Mtn Audapp shall have no liability or responsibility to you. To learn how to terminate your MTN AudappAccount, please contact us through the Customer Service contact form on the Contact Us section of our website. This section will be enforced to the extent permissible by applicable law.

Survival Clauses. Sections 1, 4, 6, 7 and 9 – 23 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

15.        Warranty and Disclaimer

THE FOLLOWING WARRANTY DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW:

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE MTN AUDAPPSERVICE IS PROVIDED “AS IS” AND

“AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE MTN AUDAPPSERVICE AT YOUR OWN RISK. MTN AUDAPP AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY,

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER MTN AUDAPP NOR ANY OWNER OF CONTENT WARRANTS THAT THE MTN AUDAPPSERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, MTN AUDAPP MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON, THROUGH OR FROM THE MTN AUDAPPSERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT MTN AUDAPP IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE MTN AUDAPPSERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM MTN AUDAPP SHALL CREATE ANY WARRANTY ON BEHALF OF

MTN AUDAPP IN THIS REGARD.

THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER, IF APPLICABLE.

16.        Limitation

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE MTN AUDAPPSERVICE IS TO UNINSTALL ANY MTN AUDAPP SOFTWARE AND TO STOP USING THE MTN AUDAPPSERVICE. WHILE MTN AUDAPP ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO MTN AUDAPP, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY

APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MTN AUDAPP, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE MTN AUDAPPSERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER MTN AUDAPP HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE MTN AUDAPPSERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO MTN AUDAPP DURING THE PRIOR TWELVE MONTHS

IN QUESTION; AND (B) USD 100.

Nothing in the Agreements removes or limits Mtn Audapp’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by law.

17.        Third Party Rights

No Third Party Beneficiaries. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Mtn Audapp, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

Podcast Hosting Services. If you host your Authorized User Content with a third party podcast hosting service (“Podcast Hosting Service”), you acknowledge that this Agreement is between you and Mtn Audapp only, not with your Podcast Hosting Service. Your Podcast Hosting Service is not an intended beneficiary of the Agreements and your Podcast Hosting Service is not responsible for the Service and the Content thereof. Your Podcast Hosting Service has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. Notwithstanding the foregoing, you acknowledge and agree that Mtn Audapp, in its sole discretion, may share Content with Podcast Hosting Services, such as data analytics, and such Content may include data related to your Authorized User Content.

18.           Disclaimer of Warranty.

By using the Services, you acknowledge and agree that you assume sole responsibility for any associated risks. To the maximum extent permitted by applicable law, MTN Audapp, along with its officers, directors, employees, and agents, disclaims all warranties, whether express or implied, in connection with the Services and your utilization of them. MTN Audapp does not make any warranties or representations regarding the accuracy or completeness of the content on this site or on any sites linked to it and assumes no liability or accountability for: i) Any errors, inaccuracies, or mistakes in content. ii) Personal injury or property damage arising from your access to and use of our Services. iii) Unauthorized access to or use of our secure servers and any personal or financial information stored therein. Iv) Interruption or termination of transmission to or from our Services. v) Bugs, viruses, Trojan horses, or similar harmful elements transmitted through our Services by third parties. vi) Errors or omissions in any content. vii) Loss or damage resulting from the use of any content posted, emailed, transmitted, or otherwise made available through the Services.

MTN Audapp does not warrant, endorse, guarantee, or take responsibility for any product or service advertised or offered by a third party through the Services or any hyperlinked services. MTN Audapp will not be a party to or responsible for monitoring transactions between you and third-party providers of products or services. Just as you would exercise caution when purchasing a product or service through any means, you should exercise your best judgment and be cautious where appropriate.

19.           Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and MTN

Podcast, the Agreements constitute all the terms and conditions agreed upon between you and Mtn Audapp and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Please note, however, that other aspects of your use of the Service may be governed by additional agreements. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Mtn Audapp’s website. To the extent that there is any irreconcilable conflict between any additional terms and these MTN

Podcast for Podcasters Terms, the additional terms shall prevail.

20.        Severability and Waiver

Severability.

Unless as otherwise stated in the Agreements, should any provision of the Agreements shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreements and shall not affect the validity and enforceability of any remaining provisions. Waiver.

A provision of the Agreements may be waived only by a written instrument executed by the party entitled to the benefit of such provision. No failure or delay on the part of Mtn Audapp in the exercise of any power or right under the Agreements shall operate as a waiver thereof. No single or partial exercise of any right or power under the Agreements shall operate as a waiver of such right or of any other right or power. The waiver by Mtn Audapp of a breach of any provision of the Agreements shall not operate or be construed as a waiver of any other or subsequent breach of the Agreements.

21.        Assignment

Mtn Audapp may assign the Agreements or any part of them, and Mtn Audapp may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

22.        Indemnification

You agree to defend, indemnify and hold Mtn Audapp and its officers, directors, employees and representatives harmless from and against any and all liabilities, damages, awards, settlements, losses, claims and expenses (including but not limited to attorney’s fees and costs of investigation) due to or arising from

  1. your use of the Service and all activity under your Account,

  2. your violation of any term of these MTN AudappTerms,

  3. any claim by a third party of infringement of any third party right, including but not limited to any copyright or other intellectual property right, property right or privacy right, by you, your Account, your Authorized User Content and/or Mtn Audapp’s use of the Authorized User Content in accordance with the terms of these MTN AudappTerms; or

  4. any claim that the Authorized User Content has caused any damage to a third party (including but not limited to claims that the Authorized User Content has caused damage to any personal rights).

23.        Choice of Law, Mandatory Arbitration and Venue

22.1 Governing Law / Jurisdiction

22.1   This Agreement shall be governed by, construed, interpreted and applied in accordance with Nigerian law, excluding any choice of law rules, which would refer the matter to the laws of another

jurisdiction

22.2   Any dispute or difference arising out of or in connection with the terms of this Agreement (regardless of the nature of the question or dispute) shall as far as possible be settled amicably. Failing an amicable settlement within thirty (30) days of the written notification by one Party to the other of a dispute or difference, or such longer period as the Parties may agree, any dispute or difference arising out of or relating to this Agreement shall be finally settled by the Lagos High Court and Parties agrees to submit to the Jurisdiction of the said Court.

24.        Miscellaneous

23.1 Entire Agreement

The Agreements constitute the entire agreement between you and Mtn Audapp relating to the subject matter herein and therein and supersede all previous and contemporaneous communications, representations, understandings and agreements, either oral or written, between you and Mtn Audapp with respect to your use of the MTN AudappService. These MTN AudappTerms shall not be modified except in writing signed by both parties, except for Mtn Audapp’s right to modify the terms as described above.

23.2 No Agency

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Mtn Audapp as a result of the Agreements or use of the MTN AudappService.

23.3 Headings

The heading references in the Agreements are for convenience purposes only, do not constitute a part of the Agreements, and shall not be deemed to limit or affect any of the provisions hereof or thereof.

25.        Contact us

If you have any questions concerning the MTN AudappService or the Agreements, please contact Mtn Audapp customer service by visiting the Contact Us section of our website or send a mail to support@clairvoyant.com.ng.

Thank you for reading these MTN AudappTerms. We hope you enjoy Mtn Audapp for Podcasters!

Contracting entit(ies):

Clairvoyant Business Option Limited.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE MTN AUDAPPTERMS AS OF THE EFFECTIVE DATE. YOU AGREE THAT BY EITHER: (A) CLICKING THAT YOU AGREE TO THESE TERMS AND CONDITIONS BY CLICKING “CONTINUE,” (B) SUBMITTING AUTHORIZED USER CONTENT TO THE SERVICE, AND/OR (C) BY OTHERWISE USING THE MTN AUDAPPSERVICE, ACCESSING ANY CONTENT OR MATERIAL MADE AVAILABLE ON THE MTN AUDAPP FOR PODCASTERS

SERVICE, YOU ARE ACCEPTING THESE MTN AUDAPPTERMS AND EXECUTING THESE MTN AUDAPPTERMS.

Copyright 2023 - Clairvoyant Business Options Limited
has been added to the cart. View Cart