1. Introduction

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

These MTN Podcast for Podcasters Terms:

  • Outline your legal rights on MTN Podcast for Podcasters
  • Explain the rights you give to us when you use MTN Podcast for Podcasters
  • Describe the rules to follow when using MTN Podcast for Podcasters

 

Please read these MTN Podcast for Podcasters Terms, our MTN Podcast Terms and Conditions of Use, our Privacy Policy and any other terms referenced in these MTN Podcast for Podcasters Terms carefully.

 

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

 

Agreements:

 

In addition to these MTN Podcast for Podcasters Terms, your use of the Service is also subject to MTN Podcast’s Privacy Policy (“Privacy Policy”), and any additional terms that you agree to, including, without limitation the Opt-In MTN Podcast for Podcasters Terms (as defined below), which shall all be referred together as the “Agreements.” Please read the Agreements carefully. They cover important information about the MTN Podcast for Podcasters Service provided to you and the effective version of the Agreements can be found on MTN Podcast’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 Podcast for Podcasters Service. 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 Podcast for Podcasters Terms.

 

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 Podcast for Podcasters Terms is true, accurate, and complete, and you agree to keep it that way at all times until the MTN Podcast for Podcasters Terms are terminated by either you or MTN Podcast 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 Podcast for Podcasters to additional users within your Subscribing Entity (each, a “Delegate”) and in the event that you and/or any of your Delegates access MTN Podcast for Podcasters on the Service, you acknowledge and agree that these MTN Podcast for Podcasters Terms shall govern such use of MTN Podcast for Podcasters. You and your Delegates will be able to sign in to MTN Podcast for Podcasters using individual credentials for MTN Podcast 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 Podcast for Podcasters Terms,

the Subscribing Entity will remain fully liable for your and each Delegate’s violation of the MTN Podcast for Podcasters Terms, and

the Subscribing Entity will be responsible for the acts or omissions of your Delegates for purposes of the MTN Podcast for Podcasters Terms.

 

In accordance with Section 5 below, you, your Delegates or your Subscribing Entity may post content to the Service. The MTN Podcast for Podcasters Service 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 Podcast 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 Podcast for Podcasters (“Insights”), and to participate in and manage marketing, promotional, merchandising, programming and/or other campaigns for their content through MTN Podcast for Podcasters (“Programs”). Opportunities for Insights and Programs for your content will be presented to you or your Delegates on an opt-in basis through MTN Podcast for Podcasters, along with the corresponding terms and conditions for the particular opportunity (each, the “Opt-In MTN Podcast for Podcasters Terms”).

 

  1. 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 Podcast for Podcasters or 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 Podcast 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.

 

  1. Your Account

Access Requirements.

In order to use the MTN Podcast for Podcasters Service, 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 Podcast for Podcasters Account, 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 Podcast for Podcasters customer service using the Contact Us page of the MTN Podcast for Podcaster’s website. After notice of the dispute, MTN Podcast 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 Podcast 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 Podcast resolves any dispute, then you agree that MTN Podcast’s decision is final and binding upon you and that you will have no cause of action against MTN Podcast, although you may have recourse against any third parties as provided under law. MTN Podcast will also abide by any lawful order from a court of competent jurisdiction.

 

  1. Rights We Grant You

 

Access to the MTN Podcast for Podcasters Service. The MTN Podcast for Podcasters Service and Content is the property of MTN Podcast or its licensors. The Service and Content are not sold or transferred to you, and MTN Podcast and its licensors retain ownership of MTN Podcast 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 Podcast for Podcasters Service to submit your Authorized User Content and review analytical information about your relevant Authorized User Content (defined below in Section 5) on MTN Podcast (collectively “License”). This License shall remain effective until and unless the MTN Podcast for Podcasters Terms are terminated by you or MTN Podcast 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 Podcast for Podcasters and/or the Service solely as permitted by these MTN Podcast for Podcasters Terms, and that you will not redistribute or transfer MTN Podcast for Podcasters, the Service, or the Content. The data, media, websites, and software applications that are included in MTN Podcast for Podcasters are licensed to you, and at all times MTN Podcast will retain ownership of such data and information, even after installation of the MTN Podcast for Podcasters Service (or portions thereof) on your personal computers, servers, mobile handsets, tablets, and/or other relevant devices.

 

MTN Podcast Brand Features.

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

 

Acceptable Use of the MTN Podcast for Podcasters Service.

You agree to abide by our User Guidelines in Section 7 below and not to use the MTN Podcast 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 Podcast grants no right, title, or interest to you in the MTN Podcast for Podcasters Service or Content, by implication, estoppel or otherwise. All rights not granted to you are expressly reserved by MTN Podcast. Third party software (for example, open source software libraries) included in the MTN Podcast for Podcasters Service are made available to you either under the Agreements or under the relevant third party software library’s license terms

 

  1. MTN Podcast for Podcasters Authorized User Content

Authorized User Content.

Registered MTN Podcast for Podcasters users (“Podcasters”), including you and any of your Subscribing Entities and Delegates, may, at no cost to MTN Podcast, 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 Podcast for Podcasters submission form) (“Authorized User Content”). MTN Podcast, and/or any third party appointed by MTN Podcast, 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 Podcast user has stored locally on its Terminal Device, and which has not been downloaded by such MTN Podcast user from MTN Podcast or the Service, even if such content is the same as delivered by you under these MTN Podcast for Podcasters Terms 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 Podcast in accordance with these MTN Podcast for Podcasters Terms. As an example, and without limiting anything in these MTN Podcast for Podcasters Terms, 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 Podcast the license described in these MTN Podcast for Podcasters Terms.

 

Authorized User Content Warranty.

You represent and warrant, and covenant on a present and continuing basis, that, with respect to any Authorized User Content you post to the Service:

  1. you have and shall have the right to post such Authorized User Content, and to grant MTN Podcast the rights to such Authorized User Content as set forth in the Agreements, free of any and all claims,
  2. such Authorized User Content, and its use by MTN Podcast as contemplated by the Agreements, does not and shall not violate the Agreements, applicable law, the regulations and rules of any guilds, unions or collectives, and does not and shall not violate or infringe the rights of any third party, including any intellectual property (including without limitation copyright), publicity, personality, or other rights of others,
  3. such Authorized User Content, and its use by MTN Podcast as contemplated by the Agreements, does not and shall not imply any affiliation with or endorsement of you or your Authorized User Content or any third party entity or individual by MTN Podcast or any rights holders or any third party entity or individual without express written consent from such individual or entity,
  4. you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the Authorized User Content you post to the Service, including but not limited to any music content, and relating to the exercise by MTN Podcast of its rights under the Agreements, and that all rights, licences, consents, waivers, clearances, or approvals necessary required from any collecting society or any other party in order for MTN Podcast to lawfully exercise and enjoy its rights granted under this Agreement (including, without limitation, all necessary music, synchronisation, mechanical transfer and performing rights clearances) have been or will be obtained and paid for and shall be maintained for the duration of these MTN Podcast for Podcasters Terms;
  5. you shall be solely responsible for complying with the terms and conditions set forth in each of the third-party licenses, authorizations, consents, permissions and approvals referenced in (d) above, and you shall be solely responsible for making any and all payments of royalties, fees and any other monies (however characterized) to any and all third parties as and when required under such third-party licenses, authorizations, consents, permissions and approvals,
  6. no royalties, fees or other monies (however characterized) are or will be payable by or on behalf of MTN Podcast to or on behalf of any third party in connection with, or arising out of, the Authorized User Content you post to the Service, or the exercise by MTN Podcast of its rights under the Agreements,
  7. all Authorized User Content you submit to the Service is correct, accurate, and does not contain Objectionable Content (defined below in Section 7), shall not be fraudulent or involve counterfeit or stolen information or items
  8. you have and shall comply with all applicable laws, regulations and industry standards when posting Authorized User Content to the Service.

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 in order to keep that information true, accurate, current and complete.

you have any and all necessary written or implied consents, releases, and/or permissions of each and every 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 in order 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 Podcast 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 Podcast for Podcasters Terms (“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 Podcast’s users for any purpose other than for demographic targeting on the Service, and you are expressly prohibited from repurposing any data about MTN Podcast users or to retarget a MTN Podcast user or append data to a non-public user profile, or to use any data derived from MTN Podcast users to build, create, develop, or supplement any segments, profiles, or similar records on any user, device, or browser. No data provided by MTN Podcast 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 Podcast name or brand marks in any advertising sales collateral without prior approval from MTN Podcast. MTN Podcast reserves the right to remove any Authorized User Content that contains any Embedded Advertising that does not comply with the MTN Podcast for Podcasters Terms. 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 Podcast for Podcasters user interface.

 

Takedowns.

MTN Podcast 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 Podcast may, but has no obligation to, monitor, or review Authorized User Content. Because there is a risk to hosting Authorized User Content, MTN Podcast 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 Podcast’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 Podcast for Podcaster Terms,

violates the Agreements,

violates the rights of any third party,

poses a reputational risk to MTN Podcast or any other person,

would cause MTN Podcast to be in breach of any agreement to which MTN Podcast is a party, or if

MTN Podcast 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 Podcast 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 Podcast for Podcaster Terms or is otherwise in breach of these MTN Podcast for Podcaster Terms. MTN Podcast 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 Podcast users who saved the applicable Authorized User Content for offline listening on a Terminal Device.

 

  1. Rights You Grant Us

License to MTN Podcast.

You grant MTN Podcast 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 Podcast 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 Podcast 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
    2. 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 Podcast’s servers and Terminal Devices such copies of Authorized User Content as are reasonably necessary to enable MTN Podcast 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 Podcast will determine, at its sole discretion, whether the Authorized User Content will be distributed via the Service, and MTN Podcast 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 Podcast 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 Podcast 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 Podcast shall display a link to the following information via the MTN Podcast 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
  2. the title of the Authorized User Content as set forth in such metadata.

 

Feedback.

If you provide feedback, ideas or suggestions to MTN Podcast in connection with the MTN Podcast for Podcasters Service 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 Podcast 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.

 

  1. User Guidelines

 

Objectionable Content.

MTN Podcast 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 Podcast for Podcasters Service or submitting Authorize User Content to the Service, to make sure MTN Podcast 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 Podcast for Podcasters Service or its Content, or otherwise making any use of the MTN Podcast for Podcasters Service 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 Podcast for Podcasters Service or the Content or any part of it;

 

7.2 using the MTN Podcast for Podcasters Service 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 Podcast for Podcasters Service to distribute music tracks, DJ mixes or similar content to the MTN Podcast Service. The MTN Podcast for Podcasters Service 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 Podcast for Podcasters Service, or the Content or any part thereof unless permitted by applicable law;

 

7.6 circumventing any technology used by MTN Podcast, its licensors, or any third party to protect the Content, the MTN Podcast for Podcasters Service;

 

7.7 selling, renting, sub-licensing or leasing of any part of the MTN Podcast for Podcasters Service or the Content;

 

7.8 circumventing any territorial restrictions applied by MTN Podcast 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 Podcast;

 

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

 

7.14 deleting or altering any material MTN Podcast or any other user makes available on the Service.

 

Please respect MTN Podcast, 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 Podcast 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 Podcast;

 

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 Podcast’s computer systems, network, usage rules, or any of MTN Podcast’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 Podcast.

 

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 Podcast account.

 

MTN Podcast 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 Podcast for Podcasters Service, and MTN Podcast will have no liability to you if it does so.

 

Please be thoughtful about how you use the MTN Podcast for Podcasters Service 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 Podcast or across the web, and may live on in perpetuity once posted, so please submit Authorized User Content on MTN Podcast carefully. MTN Podcast has no responsibility for your choices to post Authorized User Content on the Service.

 

  1. Infringement and Reporting Authorized User Content

MTN Podcast respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, see MTN Podcast’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 Podcast 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 Podcast 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.

 

  1. Service Limitations and Modifications

MTN Podcast will make reasonable efforts to keep the Service operational. However, MTN Podcast 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 Podcast reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the MTN Podcast for Podcasters Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the MTN Podcast for Podcasters Service or any function or feature thereof. You understand, agree, and accept that MTN Podcast 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 Podcast 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.

 

  1. Data Insights; Mistakes

Errors.

You acknowledge that MTN Podcast for Podcasters is a free service that we are providing to you for use at our discretion. The MTN Podcast for Podcasters Service 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 Podcast for Podcasters Service 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 Podcast takes reasonable precautions to preserve and protect the Content stored in the database used by MTN Podcast 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.

 

  1. Beta Features

From time to time, we may offer beta features through the MTN Podcast for Podcasters Service (“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.

 

  1. Customer Support

For customer support with MTN Podcast for Podcasters Account-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.

 

  1. 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 Podcast 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.

 

  1. Term and Termination

Term.

These MTN Podcast for Podcasters Terms will apply as of the Effective Date and continue to apply to you until terminated by either you or MTN Podcast 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 Podcast for Podcasters Terms at any time by contacting us through the Customer Service contact form on the Contact Us section of our website. MTN Podcast may terminate the Agreements or suspend your access to the MTN Podcast for Podcasters Service at any time for any reason, including in the event of your actual or suspected unauthorized use of the MTN Podcast for Podcasters Service and/or Content, or non-compliance with the Agreements, without notice and without liability to you. MTN Podcast may also terminate this Agreement, and/or, alternatively in MTN Podcast’s sole discretion, permanently or temporarily suspend with immediate effect your ability to provide Authorized User Content to MTN Podcast 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 Podcast for Podcasters Terms, you will:

  1. have no further right to use the Service or your Account (or the Accounts of your Delegates) for MTN Podcast for Podcasters;
  2. have no further right to accept any benefits under these MTN Podcast for Podcasters Terms); and
  3. immediately destroy, or if instructed by MTN Podcast, return to MTN Podcast, all data, information and content delivered to you in connection with the MTN Podcast for Podcasters Service through the effective date of termination. If you or MTN Podcast terminate the Agreements, or if MTN Podcast suspends your access to the MTN Podcast for Podcasters Service, you agree that MTN Podcast shall have no liability or responsibility to you. To learn how to terminate your MTN Podcast for Podcasters Account, 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.

 

  1. 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 PODCAST FOR PODCASTERS SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE MTN PODCAST FOR PODCASTERS SERVICE AT YOUR OWN RISK. MTN PODCAST 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 PODCAST NOR ANY OWNER OF CONTENT WARRANTS THAT THE MTN PODCAST FOR PODCASTERS SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, MTN PODCAST 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 PODCAST FOR PODCASTERS SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT MTN PODCAST 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 PODCAST FOR PODCASTERS SERVICE. 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 PODCAST SHALL CREATE ANY WARRANTY ON BEHALF OF MTN PODCAST IN THIS REGARD.

 

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

 

  1. Limitation

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE MTN PODCAST FOR PODCASTERS SERVICE IS TO UNINSTALL ANY MTN PODCAST SOFTWARE AND TO STOP USING THE MTN PODCAST FOR PODCASTERS SERVICE. WHILE MTN PODCAST 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 PODCAST, 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 PODCAST, 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 PODCAST FOR PODCASTERS SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER MTN PODCAST 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 PODCAST FOR PODCASTERS SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO MTN PODCAST DURING THE PRIOR TWELVE MONTHS IN QUESTION; AND (B) USD 100.

 

Nothing in the Agreements removes or limits MTN Podcast’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.

 

  1. 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 Podcast, 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 Podcast 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 Podcast, 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.

 

  1. 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 Podcast 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 Podcast’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.

 

  1. 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 Podcast 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 Podcast 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.

 

  1. Assignment

MTN Podcast may assign the Agreements or any part of them, and MTN Podcast 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.

 

  1. Indemnification

You agree to defend, indemnify and hold MTN Podcast 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 Podcast for Podcasters Terms,
  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 Podcast’s use of the Authorized User Content in accordance with the terms of these MTN Podcast for Podcasters Terms; 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).

 

  1. 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.

 

  1. Miscellaneous

23.1 Entire Agreement

The Agreements constitute the entire agreement between you and MTN Podcast 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 Podcast with respect to your use of the MTN Podcast for Podcasters Service. These MTN Podcast for Podcasters Terms shall not be modified except in writing signed by both parties, except for MTN Podcast’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 Podcast as a result of the Agreements or use of the MTN Podcast for Podcasters Service.

 

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.

 

  1. Contact us

 

If you have any questions concerning the MTN Podcast for Podcasters Service or the Agreements, please contact MTN Podcast 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 Podcast for Podcasters Terms. We hope you enjoy MTN Podcast for Podcasters!

 

Contracting entit(ies):

Clairvoyant Business Option Limited.

 

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE MTN PODCAST FOR PODCASTERS TERMS 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 PODCAST FOR PODCASTERS SERVICE, ACCESSING ANY CONTENT OR MATERIAL MADE AVAILABLE ON THE MTN PODCAST FOR PODCASTERS SERVICE, YOU ARE ACCEPTING THESE MTN PODCAST FOR PODCASTERS TERMS AND EXECUTING THESE MTN PODCAST FOR PODCASTERS TERMS.