Terms & Conditions

IMPORTANT PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS

Effective as of 1st January, 2016.

1. INTRODUCTION

Gospo Central is an internet-based service that allows Gospel Music holders/Artists of rights to musical work to license and/or sell such work to recipients. The services offered by Gospo Central include the website located at www.gospocentral.com and application which are accessible via personal computer and mobile device.

These Terms of Use (this “Agreement”) constitute a binding legal agreement between you and Gospo Central and apply to your use of the Services or otherwise accessing the Site.

If you do not agree with this Agreement, you must leave the Site and discontinue use of the Services immediately. By accessing the Site and/or using the Services, you acknowledge that you have read, understand and agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have created an Account (as defined in Section 8(a) below). The term “User” refers to a Visitor or a Member.

You are authorized to use the Services (regardless of whether your access or use is intended) only if you abide by all applicable laws, rules, regulations and orders and this Agreement. If you breach this Agreement or any applicable laws, rules, regulations or orders, your authorization to use the Services automatically terminates. This Agreement includes Gospo Central’s policy for acceptable use of the Site and the Services (including without limitation Content posted on the Site), your rights, obligations and restrictions regarding your use of the Services, and Gospo Central’s Privacy Policy (which discusses and governs our collection and use of any information you submit to us through the Site and which is hereby incorporated herein by reference). In order to participate in certain Services, you may be notified that you are required to download software or other Content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or specific Services, the terms with respect to the specific portion of the Site or specific Services shall control with respect to your use of that portion of the Site or that specific Service.

2. ELIGIBILITY

By using the Services, you represent and warrant that (a) all Account registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) be 18 or older, or be 12 or older and have your parent or guardian’s consent to these Terms; and (d) your use of the Services does not violate any applicable law, rules, regulations or orders. Your Account may be deleted, terminated and/or suspended without warning if we believe that you are under 18 years of age or otherwise are not eligible pursuant to the foregoing.

3. CHANGES TO THE AGREEMENTS

We may modify this Agreement from time to time by posting the amendments on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By using the Site and/or the Services after any such modification, you agree to be bound by all such modifications. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the “effective as of” date set forth at the beginning of this Agreement.

4. GOSPO CENTRAL ACCOUNT

You are not obliged to register to use the Platform. However, access to certain Services is only available to registered users. When you register to use the Platform, you will provide us with your email address and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy & Security Policy.

a) Password

You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you.

If your username or password is lost or stolen, or if you believe that unauthorized third parties have accessed your account, you are advised to notify Gospo Central in email or writing, and should change your password at the earliest possible opportunity.

b) Usernames

We reserve the right to disallow, cancel, remove or reassign certain usernames in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms & Conditions or our policies, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

c) Content To Be Deleted On Cancellation Of Your Account

You may terminate your account at any time as described in the Termination and Right of Cancellation section below. Any attempt to terminate your account by means other than those described in the Termination and Right of Cancellation section will not be considered a proper termination. Once your account has been terminated or cancelled, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your content), will be irretrievably deleted by Gospo Central, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating or cancelling your account, as Gospo Central assumes no liability for any material that is irretrievably deleted following any cancellation of your account. Gospo Central is not able to provide you with any .csv or other similar file of data relating to activity associated with your account, whether before or after termination or cancellation. This data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.

5. YOUR USE OF THE PLATFORM

Subject to your strict compliance with these Terms & Conditions and our policies, Gospo Central grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view Content uploaded and posted to the Website, to listen to audio Content streamed from the Platform and to share and download audio Content where the appropriate functionality has been enabled by the user who uploaded the relevant Content (hereinafter referred to as the “Uploader”).

In addition, if you register to use the Platform, and subject to your strict compliance with these Terms & Conditions and our policies, Gospo Central grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:

a) Submit, upload or post Content to the Platform strictly as permitted in accordance with these Terms & Conditions and any other applicable terms posted on the Website from time to time;

b) Participate in the community areas and communicate with other members of the Gospo Central community strictly in accordance with these Terms & Conditions and our Guidelines; and

c) Use the Services provided as part of the Platform strictly as permitted in accordance with these Terms & Conditions and any other terms applicable to those Services from time to time.

The above licenses are conditional upon your strict compliance with these Terms & Conditions and our policies, including, without limitation, the following:

You must not copy, rip or capture, or attempt to copy, rip or capture, any audio Content from the Platform or any part of the Platform, other than by means of download in circumstances where the relevant Uploader has enabled the download functionality with respect to the relevant item of Content.
You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except:
- where such Content is Your Content, or
- as permitted under these Terms & Conditions, and within the parameters set by the Uploader (for example, under the terms of Creative Commons licenses selected by the Uploader).
You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Platform offering.
You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
You must not make use of any bots, botnets, spiders, data mining tools, automated scripts, apps, plugins or extensions with respect to the Platform or any Content regardless of the configuration or mode of operation of the same, including without limitation any of the foregoing that automatically generates messages, plays audio Content, generates comments or favorites any Content or posts any activities. This does not apply to any apps, plugins or extensions officially released by Gospo Central and constituting Services hereunder, or any legitimate means employed solely for using and connecting to the Gospo Central API (Application Programming Interface), provide such connection is strictly in accordance with any separate API Terms of Use.
You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than Your Content).
You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.
You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
- any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Gospo Central‘s reasonable discretion;
- any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
- any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user’s use and enjoyment of the Platform; or
- any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation.
You must not rent, sell or lease access to the Platform, or any Content on the Platform, although this shall not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.
You must not make use of any bots, botnets, automated scripts, apps, plugins or extensions or other automated or electronic means to artificially increase your play count, add followers or otherwise to misrepresent the popularity of Your Content on the Platform, or offer or promote the availability of any such means to any other users of the Platform.
You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Gospo Central employee.
You must not use or attempt to use another person’s account, password, or other information, unless you have express permission from that other person.
You must not sell or transfer, or offer to sell or transfer, any Gospo Central account to any third party without the prior written approval of Gospo Central.
You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
You must not use any automatic means of accessing, logging-in or registering accounts on the Platform.
You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Gospo Central or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Gospo Central‘s servers, system or network or attempt to breach Gospo Central‘s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Gospo Central‘s servers or systems, submitting a virus, overloading, mail-bombing or crashing.

Without limitation to any other rights or remedies of Gospo Central under these Terms & Conditions, Gospo Central reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. You agree to comply with the above conditions, and acknowledge and agree that Gospo Central has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach the above conditions or any of the other terms of these Terms & Conditions. This may include taking court action and/or to report offending users to the relevant authorities.

6. YOUR CONTENT

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter “Your Content”) is generated, owned and controlled solely by you, and not by Gospo Central. Gospo Central does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

Without prejudice to the conditions set forth in Your Use of the Platform, you must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder. We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and Gospo Central shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

7. GRANT OF LICENSE

By uploading or posting Your Content to the Platform, you initiate an automated process to transcode any audio Content and direct Gospo Central to store Your Content on our servers, from where you may control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere using the Services. To the extent it is necessary in order for Gospo Central to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms & Conditions and/or to enable your use of the Platform, you hereby grant such licenses to Gospo Central on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.

By uploading Your Content to the Platform, you also grant a limited, worldwide, non-exclusive, royalty- free, fully paid up, license to other users of the Platform, and to users of any other websites, apps and/or platforms to which Your Content has been shared or embedded using the Services (“Linked Services”), to use, copy, transmit or otherwise distribute, publicly display, publicly perform, prepare derivative works of, make available and otherwise communicate to the public Your Content within the parameters set by you using the Services. You can limit and restrict the availability of certain of Your Content to other users of the Platform, and to users of Linked Services, at any time using the settings on the Artist’s Dashboard Page for each sound you upload, subject to the provisions of the Disclaimer section below. The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to the Platform. Licenses with respect to audio Content, and any images or text within your account, will (subject to the following paragraph of these Terms & Conditions) terminate automatically when you remove such Content from your account. Licenses with respect to comments or other contributions that you make on the Website will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Removal of audio Content from your account will automatically result in the deletion of the relevant files from Gospo Central’s systems and servers. However, notwithstanding the foregoing, you hereby acknowledge and agree that once Your Content is distributed to a Linked Service, Gospo Central is not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Platform or any Linked Service deletes any item of Your Content. Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except within the parameters set by the Uploader on the Platform or with the express written consent of the Uploader.

8. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to Gospo Central as follows:

i) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Gospo Central to use, Your Content pursuant to these Terms & Conditions, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Website, any and all Services and any Linked Services.

ii) Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

iii) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Platform and via any Linked Services.

iv) Your Content, including any comments that you may post on the Website, is not and will not be offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

v) Your Content does not and will not create any liability to any third party on the part of Gospo central, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

Gospo Central reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.

9. LIABILITY FOR CONTENT

You hereby acknowledge and agree that Gospo Central

stores Content and other information at the direction, request and with the authorization of its users,
acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and
plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Gospo Central excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that Gospo Central cannot and does not review the Content created or uploaded by its users, and neither Gospo Central nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms & Conditions or applicable law. Gospo central and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users on the Website. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Gospo Central or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

10. REPORTING INFRINGEMENTS

If you discover any Content on the Platform that you believe infringes your copyright, please report this to us using any of the methods outlined on our contacts page.

If you would prefer to send us your own written notification, please make sure that you include the following information:

a statement that you have identified Content on Gospo Central that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
a description of the copyright work(s) that you claim have been infringed;
a description of the Content that you claim is infringing and the Gospo Central URL(s) where such Content can be located;
your full name, address and telephone number, a valid email address on which you can be contacted, and your Gospo Central user name if you have one;
a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

Your notice should be sent to us by email to info@gospocentral.com and/or by mail to the following address:

Gospo Central

P. O. Box 60759-00200

Nairobi

Kenya

Attn: Copyright Team If you discover any Content that you believe to be in violation of your trademark or other intellectual property rights, which you believe violates your rights of privacy or publicity, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use, our policies or applicable law, please report this to us at info@gospocentral.com

11. BLOCKING AND REMOVAL OF CONTENT

Notwithstanding the fact that Gospo Central has no legal obligation to monitor the Content on the Platform, Gospo Central reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms & Conditions, our policies or applicable law, or is otherwise unacceptable to Gospo Central.

Please also note that individual Uploaders have control over the audio Content that they store in their account from time to time, and may remove any or all audio Content or other Content without notice. You have no right of continued access to any particular item of Content and Gospo Central shall have no liability in the event that you are unable to access an item of Content due to its removal from the Platform, whether by Gospo central or the relevant Uploader.

12. REPEAT INFRINGERS

13. DISCLAIMER

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”

WHILST GOSPO CENTRAL USES ALL REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS ON THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO GOSPO CENTRAL’S ATTENTION, GOSPO CENTRAL MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. GOSPO CENTRAL DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GOSPO CENTRAL DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

GOSPO CENTRAL AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, TOGETHER WITH ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

14. INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless Gospo Central, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:

any violation by you of these Terms & Conditions or our policies;
any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Content by other users of the Platform or Linked Services in accordance with these Terms & Conditions and the parameters set by you with respect to the distribution and sharing of Your Content;
any activity related to your account, be it by you or by any other person accessing your account with or without your consent.

15. DATA PROTECTION AND PRIVACY

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used and disclosed by Gospo Central in accordance with our Privacy & Security Policy. By accepting these Terms & Conditions and using the Platform, you also accept the terms of the Privacy & Security Policy, which are incorporated into this Agreement by reference.

16. PRICING, ACCOUNTS AND CHANGES TO THE PLATFORM

Gospo Central reserves the right to change, modify, withdraw or discontinue any of the features, services and functionalities of the Platform at any time and for any reason with or without notice. Gospo Central also reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Gospo Central shall use its reasonable endeavours to notify registered users of such decision in advance

GOSPO CENTRAL hereby sets the unit/credit price of a download to 40 units/credits. A unit/credit shall have the current value of Ksh 1 and may time to time be changed as set out above.

Payments shall calculated on a 85:15 (Owner : Gospo Central) basis and shall strictly be made to the Uploader and not any other third party regardless of CMO affiliations based on the declarations made in clause 6, 7, 8 and 9 of these Terms & Conditions. Any payment due to the Uploader shall be calculated every quarter subject to the relevant taxes required by the tax authority, shall strictly be paid to the Uploader and no other third party.

Without prejudice to the disclaimers set out in this agreement, GOSPO CENTRAL will investigate and fraud regarding payments reported to them within 7 working days of receiving complaints on the same.

You hereby agree that GOSPO CENTRAL and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website and/or any Services that GOSPO CENTRAL may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

GOSPO CENTRAL may change the features of any type of account, may withdraw or, or introduce new types of account at any time and for any reason, and may change the prices charged for any of its accounts from time to time. In the event of any change(s) to the pricing or features of any account to which you have subscribed, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where GOSPO CENTRAL proposes to make changes to an of account to which you subscribe, and these changes are material and to your disadvantage, GOSPO CENTRAL will notify you of the proposed changes by sending a message to your GOSPO CENTRAL account and an email to the then current email address that we have for your account, at least six (6) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination and Right of Cancellation section below during such six (6) week period, your continued use of your account after the end of that six (6) week period will constitute your acceptance of the changes to your account.

17. TERMINATION AND RIGHT OF CANCELLATION

Termination:

You may terminate this Agreement at any time by sending notice in writing to

Gospo Central

P. O. Box 60759-00200

Nairobi

Kenya

Attn: Copyright Team

Or info@gospocentral.com

Or deleting your Registered account and confirming such termination, by removing all of Your Content from your account, by deleting your account and thereafter by ceasing to use the Platform. If you have a premium account, then we will cease to charge you from the first day of the month following receipt of notice of termination from you, but cannot offer any refund for any unexpired period of your subscription.

Gospo Central may suspend your access to the Platform and/or terminate this Agreement at any time if (i) you are deemed to be a Repeat Infringer as described above; (ii) you are in breach of any of the material provision of these Terms & Conditions or our policies, including without limitation, the provisions of the following sections: Your Use of the Platform, Your Content, Grant of License, and Your Representations and Warranties; (iii) Gospo central elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or (iv) in other reasonable circumstances as determined by Gospo Central at its discretion.

Cancellation:

If you wish to exercise your right of cancellation, you should contact us at:

Gospo Central

P. O. Box 60759-00200

Nairobi

Kenya

Attn: Copyright Team

Or info@gospocentral.com

Following receipt of your notice of cancellation, Gospo Central will delete your account and all associated Content and data. You are therefore advised to remove, copy or back up any Content in your account before sending us your notice of cancellation. The provisions of these Terms & Conditions that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement, including, but not limited to, those Sections entitled Your Gospo Central Account, Your Content, Grant of License, Representations and Warranties, Liability for Content, Disclaimer, Limitation of Liability, Indemnification, Termination and Right of Cancellation, Assignment to Third Parties, Severability, Entire Agreement, and Applicable Law and Jurisdiction, respectively.

18. ASSIGNMENT TO THIRD PARTIES

Gospo Central may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Gospo Central. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Gospo Central.

19. SEVERABILITY

Should one or more provisions of these Terms & Conditions be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms & Conditions which will remain in full force and effect.

20. ENTIRE AGREEMENT

These Terms & Conditions, together with the Guidelines and Privacy & Security Policy (which are hereby incorporated by this reference), constitute the entire agreement between you and GOSPO CENTRAL with respect to your use of the Platform (other than any use of GOSPO CENTRAL’s APIs which may also be subject to separate API Terms & Conditions), and supersede any prior agreement between you and GOSPO CENTRAL. Any modifications to this Agreement must be made in writing.

21. THIRD PARTY RIGHTS

These Terms & Conditions are not intended to give rights to anyone except you and GOSPO CENTRAL. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.

22. APPLICABLE LAW AND JURISDICTION

This Agreement is subject to the laws of the KENYA and you hereby agree, and Gospo Central agrees, to submit to the exclusive jurisdiction of the courts in Nairobi, Kenya for resolution of any dispute, action or proceeding arising in connection with this Agreement. The foregoing provisions of this Applicable Law and Jurisdiction section do not apply to any claim in which Gospo Central seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms & Conditions by Gospo Central or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Gospo Central, including with respect to Your Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms & Conditions.

23. DISCLOSURES

Gospo Central

P. O. Box 60759-00200

Nairobi

Kenya

Attn: Copyright Team

You may contact us by sending correspondence to the foregoing address or by emailing us at info@gospocentral.com. This policy can be mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for it.

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Terms & Conditions

IMPORTANT PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS

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