Amapiano Universe Artist Agreement
Amapiano Universe Artist Agreement
This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your Amapiano Universe (“AU”) account (“you” or “Publisher”) and Amapiano Universe. Amapiano Universe is any entity that directly or indirectly controls, is controlled by, or is under common control by Amapiano Universe Pty Ltd. “Amapiano Universe Pty Ltd,” “we” or “us” means, together, Amapiano Universe Pty Ltd
This Agreement provides the terms and conditions of your participation in the Amapiano Universe Music self-publication and selling/sales platform. The selling/sales of digital content through Amapiano Universe (all such content, “Digital Music”) consists of:
• The terms set forth below
• All rules and policies for participating in Amapiano Universe provided on the AU website at https://www.amapianouniverse.co.za/
• The Amapiano Universe Conditions of Use; and
• The Amapiano Universe Privacy Notice
1. Your Use of Amapiano Universe
• Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Website, or any part of it. If you don’t accept the terms, you are not entitled to use Amapiano Universe. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of the Publisher and to bind Publisher to the terms of this Agreement.
• Agreement Amendment. Amapiano Universe will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time at our sole discretion. We will give you notice of the changes by posting new terms in place of the old at https://www.amapianouniverse.co.za/ and with a revision date indicated at the top or by sending an email to the email address then registered for your Amapiano Universe account. Here are the rules for when changes will be effective and binding on you: Changes to Agreement Terms Other than Those in Sections 7 (Royalties) and (Grant of Rights). Changes to terms of this Agreement other than those contained in Section 7; (Royalties) and (Grant of Rights) will be effective on the date we post them, unless we otherwise provide at the time, we post the changes. You are responsible for checking for updates and your continued use of Amapiano Universe after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Music from further sales through Amapiano Universe and terminate your use of Amapiano Universe.
• Changes to the Terms of Sections 7; (Royalties) and (Grant of Rights). Changes to terms of this Agreement contained in Sections 7 (Royalties) and (Grant of Rights) will be effective and binding on you date 30 days from posting or on the date you accept the changes, whichever first occurs. You accept the changes by either (a) clicking agree or accept where you’re given the option to do so or (b) by using Amapiano Universe to make additional Music available through Amapiano Universe. Changes to the terms of Sections 6 and 6.6 will only apply prospectively with respect to Music sold after the date thirty days from our posting of the changes, unless you accept the changes as provided above. If you do not accept the changes, you must withdraw your Music from further selling/sales through Amapiano Universe and terminate your use of Amapiano Universe prior to the date thirty days from our posting of the changes. Note that we may make acceptance of changes a condition to continued use of Amapiano Universe.
2. Term and Termination
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Amapiano Universe account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your Digital Music within 30 business days from the date you provide us notice of termination. We may also suspend your Amapiano Universe account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your Music pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Music to provide continuing access to re-downloads of your Digital Music, as well as digital copies of your Music to support customers who have purchased Music prior to termination or suspension. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5, 6, 7, 8. All rights to Digital Music acquired by customers will survive termination.
3. Account Eligibility and Registration
• Eligibility. You must have an active Amapiano Universe account in order to participate in Amapiano Universe. You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. A parent or guardian of a minor can open an AU account and be the Publisher of the minor’s Music.
• Account Information; No Multiple Accounts. You must ensure that all information you provide in connection with establishing your Amapiano Universe account, such as your legal name, the legal name of your business, date of birth, date of incorporation or formation of your business, address, email, and payment information is accurate when you provide it, and you must ensure that it at all times remains accurate, complete, and valid as long as you use Amapiano Universe. We may require you to provide additional information to verify the information you have provided about your business or your identity as a condition for your continued participation in Amapiano Universe, or before we start or continue making Royalty payments to you. You authorize us to make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including checking commercial databases and utilizing any other verification processes. We may disclose your legal name and contact information in accordance with the terms of our Privacy Notice, including to comply with law or protect the rights of Amapiano Universe, our users, or others, regardless of what you enter as your artist’s name. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You also consent to us sending you emails relating to Amapiano Universe and other publishing opportunities from time to time.
• Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized those activities. You are responsible and may be held liable for losses incurred by Amapiano Universe Pty Ltd due to any such activities. You may not permit any third party to use Amapiano Universe through your account and will not use the account of any third party. Your acceptance of this Agreement includes and is on behalf of any other party who uses Amapiano Universe under or in connection with your account, such as an employee or contractor. You agree to immediately notify Amapiano Universe Pty Ltd of any unauthorized use of your username, password or account.
4. Music Selling/Sales Rights.
Delivery, Acceptance and Withdrawal.
• Delivery. You must provide to us, at your own expense each Music file you desire to distribute through Amapiano Universe. We will not return to you any electronic files or physical content or media you deliver to us in connection with Amapiano Universe. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code. By uploading your music files onto Amapiano Universe, accepting and or signing this agreement you give us the non-exclusive right to sell your music in digital format, in return for 30% commission for us for music sold exclusively with us for 6 months and 50% for music sold non exclusively. This is 30% & 50% of the prices listed in section 6
• Content Requirements. You must ensure that all Music content is in compliance with our Amapiano Universe Policies for content at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by unpublishing it or by republishing content that complies through Amapiano Universe procedures for Music withdrawal or republishing. We are entitled to remove or modify the metadata and product description, information or images you make available for your Music for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Music’s cover art for any reason, including if we determine that it does not comply with our content requirements. You may not include in any Music any advertisements or other content that is primarily intended to advertise or promote products or services. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for Music is inaccurate or incomplete, you must promptly submit corrected metadata to us through Amapiano Universe procedures for metadata submission.
• Music Rejection. We are entitled to determine what content we accept and distribute through Amapiano Universe at our sole discretion. If we request that you provide additional information relating to your Music, such as information confirming that you have all rights required to permit our selling/sales of the Music, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our selling/sales of the Music and the accuracy of the information or documentation you provide to us with respect to those rights.
• Music Withdrawal. You may withdraw your Digital Music from further sale on Amapiano Universe at any time on five business days advance notice by following the then current Amapiano Universe procedures for Music withdrawal or unpublishing. We may fulfill any customer orders completed through to the date the Music is available for sale. All withdrawals of Music will apply prospectively only and not with respect to any customers who purchased the Music prior to the date of removal.
• Reformatting. We may, in our discretion, reformat your Music, and you acknowledge that unintentional errors may occur in the process of reformatting of your Music. If any such errors do occur, you may remove the affected Music from further sale in Amapiano Universe as provided in Section “Music Withdrawal above, and this will be your only remedy for the errors. We may also, at our discretion, correct any errors existing in a Music file as you deliver it to us.
5. Marketing and Promotion, Reviews
• Marketing and Promotion. We will have sole discretion in determining all marketing and promotions related to the sale of your Music through Amapiano Universe and may, without limitation, market and promote your Music by making chapters or portions of your Music available to prospective customers without charge, and by permitting prospective customers to listen to excerpts of your Music in response to search queries. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, distribute, or offer for sale any Music, or to continuing marketing, distributing, or selling a Music after we have commenced doing so.
• Reviews. You are subject to the Amapiano Universe Pty Ltd Community Guidelines. We reserve the right take any action with respect to your account in accordance with those Guidelines, including but not limited to the removal of any review that violates the Guidelines.
• Optional Amapiano Universe services. We may make available to you optional Amapiano Universe services through www.amapianouniverse.co.za/www.amapianouniverse.com. Terms and conditions for those optional Amapiano Universe services will be added to this agreement as and when relevant.
6. Pricing.
• Your List Price. Amapiano Universe has a default, non-changeable listing price of $ 1.00 per song for MP3 files and $ 2.00 per song for WAV files, excluding VAT and $ 12.50 per Album and or EP. Excluding VAT. The VAT portion of the listing price will be managed by Amapiano Universe. Your royalties from the sales of your music will be paid to you after any VAT charged and Amapiano Universe’ commission is deducted.
• Currency Conversion. We will sell your Music using a single currency, the US Dollar. Your royalties will be reflected on your dashboard in US Dollars and be paid to you in South African Rands. It is important to note that while the Songs are sold in Dollars, the sales royalties are collected in South African Rands, and currency exchange is processed automatically by the payment gateways as the transaction happens. Simply put, we get the sales royalties in ZAR, and we will pay you into your South African Bank Account in ZAR. This is Non-negotiable.
• Customer Prices. To the extent not prohibited by applicable laws, we have sole and complete discretion to set the retail customer price at which your Music is sold through Amapiano Universe. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service.
7. Royalties and Payments.
• Royalties. If you are not in breach of your obligations under this Agreement, for each Music file sold to a customer through Amapiano Universe, Amapiano Universe will pay you the applicable Royalty rates of 50% & 70%, that is, $0.50c & $ 0.70c. We will pay you 50% & 70% of each Album and or EP you sell, that is, the Rand equivalent of $ 6.25c & $ 8,75c, net of refunds, bad debt, and any VAT, sales or other taxes charged to a customer or applied with respect to sales to a customer.
When We Pay You. Unless otherwise specified above, Amapiano will pay Royalties due on Music sales approximately 30 days following the end of the calendar month during which the sales were made. Your Sales are available to you online on your Amapiano Universe account dashboard detailing sales of Music and corresponding Royalties.
• Payment Currencies. Your Royalties will be paid in South African rands to your South African Bank Account.
• Payment Policies. We may require you to provide certain information or to register a valid bank account in your Amapiano Universe account to receive Royalty payments. If you fail to provide that information or if the information you provide is incomplete or inaccurate, we will not be obligated to make Royalty payments to you until we determine that the information has been provided or updated accordingly. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods.
• Payment Disputes. You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
Offsets, etc. We can withhold Royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Royalties or exercise other remedies.
• If we pay you a Royalty on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the Royalty previously paid for the sale against future Royalties or require you to remit that amount to us.
• If a third party asserts that you did not have all rights required to make your Music available through Amapiano Universe, we may hold all Royalties due to you until we reasonably determine the validity of the third-party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to Music, we will not owe you Royalties for that Music, and we may offset any of those Royalties that were previously paid against future Royalties or require you to remit them to us.
• Upon termination of this Agreement, we may withhold all Royalties due for a period of three months from the date they would otherwise be payable to ensure our ability to off-set any refunds or other offsets we are entitled to take against the Royalties.
• If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit all Royalties not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Royalties through the new account.
• If we determine in our sole discretion that deceptive, fraudulent, or illegal activity has occurred with respect to your Music or your Amapiano Universe account, then we may permanently withhold payments to you, and we may offset any payments previously paid against future payments or require you to remit them to us. We will use these funds to offset the costs of Amapiano Universe’s enforcement efforts and/or to compensate third parties harmed by deceptive, fraudulent, or illegal conduct.
• Taxes. The Amapiano Universe Pty Ltd parties (or their affiliates) are responsible for collecting and remitting all taxes imposed on their respective sales of Music to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by Amapiano Universe under this Agreement. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. Amapiano Universe Pty Ltd maintain the right, however, to deduct or withhold all applicable taxes from amounts due by them to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.
• Grant of Rights. You grant Amapiano Universe throughout the term of this Agreement, a nonexclusive, irrevocable, rights and license to sell your Music, directly in all digital formats you choose to make available through AU by all selling/sales means available. This right includes, without limitation, the right to: (a) reproduce, index and store Music on one or more computer facilities, and reformat, convert and encode Music; (b) display, market, transmit, distribute, sell, and otherwise make available all or any portion of Music through Amapiano Universe Pty Ltd Properties (as defined below), for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices; (c) permit customers to “store” Digital Music that they have purchased from us on servers (“Virtual Storage”) and to access and re-download such Digital Music from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and sell (i) your trademarks and logos in the form you provide them to us or within Music (with such modifications as are necessary to optimize their viewing), and (ii) portions of Music, in each case solely for the purposes of marketing, soliciting and selling Music and related Amapiano Universe Pty Ltd offerings; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata and product description, information or images that you make available in connection with Music; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Music as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display). In addition, you agree that we may permit our affiliates and independent contractors, and our affiliates’ independent contractors, to exercise the rights that you grant to us in this Agreement. “Amapiano Universe Pty Ltd Properties” means any web site, application, or online point of presence, on any platform, that is owned or operated by or under license by Amapiano Universe Pty Ltd or co-branded with Amapiano Universe Pty Ltd, and any web site, application, device or online point of presence through which any Amapiano Universe Pty Ltd Properties or products available for sale on them are syndicated, offered, merchandised, advertised or described. You grant us the sales rights on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide selling/sales rights to Digital Music, then the territory for the sale of that Digital Music will be those territories for which you indicate, through the procedure we provide to you, that you have selling/sales rights, except as otherwise provided in Amapiano Universe Policies.
• DRM and Geofiltering Technology. We may, but are not obligated, to provide you the option to apply DRM technology in connection with the selling/sales of your Digital Music. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. We also may, but are not obligated, to use geofiltering technology as a way of determining which customers are entitled to purchase Digital Music, for example, where you indicate that you do not have worldwide selling/sales rights to Digital Music through the procedure we provide to you for that purpose. If we use geofiltering technology when distributing your Digital Music, selling/sales will be deemed to have taken place within the permitted selling/sales territories for the Digital Music, even though customers may, in fact, be located outside those territories.
• Rights Clearances and Rights Dispute Resolution. You will obtain and pay for all necessary clearances and licenses for the Music to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all royalties and other income due to any copyright owner. If you notify us through the procedure we provide on the applicable Amapiano Universe Pty Ltd Property for making claims of copyright infringement that a third party has made Music available for selling/sales through Amapiano Universe (or for selling/sales in a particular territory through Amapiano Universe) that you have the exclusive right to make available under Amapiano Universe, then, upon your request and after verification of your claim, we will pay you the Royalties due in connection with any sales of the Music through Amapiano Universe, and will remove the Music from future sale through Amapiano Universe, as your sole and exclusive remedy.
• Representations, Warranties, and Indemnities. You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee’s delivery of any content, you will have obtained all rights that are necessary for the exercise of the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or selling/sales as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Music delivered under Amapiano Universe comply with the technical delivery specifications provided by us; (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Music or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement; and (f) you will not attempt to exploit the AU service or any other Amapiano Universe Pty Ltd property or service. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Amapiano Universe Pty Ltd, its officers, directors, employees, affiliates, subcontractors, agents and assign harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees and costs) that arises from any breach or alleged breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You will not settle a claim pursuant to your indemnification obligations without our prior written consent (which will not be unreasonably withheld). Your duty to indemnify under this agreement will be independent from your other obligations under this Agreement.
• Ownership and Control of Amapiano Universe Pty Ltd Properties and Customer Data/ Feedback. Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Music. We retain all ownership rights in and to the copyrights and all other rights and interests in and to Amapiano Universe, the Amapiano Universe Pty Ltd Properties, and any materials we use or provide to you for use relating to your Music (such as a generic cover image used for your Music if you do not provide one). We retain sole ownership and control of all data obtained from customers and prospective customers in connection with Amapiano Universe. We are solely responsible for and will have full discretion with respect to the terms, features, and operation of Amapiano Universe and the Amapiano Universe Pty Ltd Properties and related marketing, but our use of the Music will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to Amapiano Universe Pty Ltd or any of its affiliates in connection with the Amapiano Universe Pty Ltd Properties or Amapiano Universe (“Feedback”), Amapiano Universe Pty Ltd and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
• Confidentiality. You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose Amapiano Universe Pty Ltd Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Amapiano Universe Pty Ltd Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Amapiano Universe Pty Ltd Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Amapiano Universe Pty Ltd Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Amapiano Universe Pty Ltd Confidential Information so disclosed. “Amapiano Universe Pty Ltd Confidential Information” means (1) any information regarding Amapiano Universe Pty Ltd, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of Music or other information we provide or make available to you in connection with Amapiano Universe. Amapiano Universe Pty Ltd Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Amapiano Universe Pty Ltd Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 7 will survive three years following the termination of this Agreement.
• Limitation of Liability. AMAPIANO UNIVERSE IS PROVIDED “AS IS.” WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY AMAPIANO UNIVERSE PTY LTD UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PUBLISHER ACKNOWLEDGES AND AGREES THAT AMAPIANO UNIVERSE CANNOT ENSURE THAT MUSIC SUBMITTED BY OR ON BEHALF OF THE PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES AMAPIANO UNIVERSE PTY LTD MAY MAKE APPLICABLE IN CONNECTION WITH USE OF MUSIC, AND AMAPIANO UNIVERSE PTY LTD WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. AU RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS, OR LATENCIES.
• Force Majeure. Amapiano Universe Pty Ltd will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
8. General Legal Provisions.
• Disputes. Any dispute or claim relating in any way to this Agreement or AU will be resolved by binding arbitration, rather than in court, except that either party may elect to proceed in small claims court in the South Africa if the claims qualify under applicable law. The South African Arbitration Act and arbitration law apply to this Agreement. There is no judge in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent at the Johannesburg Society of Advocates, 1st Floor, Sala House, 12 Fredman Dr, Sandown, Sandton, 2196. The arbitration will be conducted by the Southern African Association of Arbitrators under its Commercial Arbitration Rules. Payment of all filing, administration and arbitrator fees will be governed by the SAAA Commercial Fee Schedule. You and we each agree that the underlying award in arbitration may be appealed pursuant to the SAAA’s Optional Arbitration Rules. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
• Applicable Law. The Laws of the Republic of South Africa will govern this Agreement and any dispute of any sort that might arise between you and Amapiano Universe Pty Ltd relating to this Agreement or Amapiano Universe.
• Other Legal provisions. This Agreement may not be amended, except in writing signed by both parties or as provided in Sections above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party’s rights to subsequently enforce the provision. Any Amapiano Universe Pty Ltd affiliate may join as a party to this Agreement and will notify you if it does. The joining Amapiano Universe Pty Ltd affiliate will be entitled to exercise the rights you grant under this Agreement. Each Amapiano Universe Pty Ltd party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Amapiano Universe Pty Ltd parties. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) Amapiano Universe Pty Ltd may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give Amapiano Universe Pty Ltd written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by an Amapiano Universe Pty Ltd party, via email, via a posting on Amapiano Universe website or via a message through your Amapiano Universe account, or (ii) if by you to Amapiano Universe, via email to legal@amapianouniverse.co.za with a copy to. Notices will be effective and deemed received on the date transmitted or posted.
• Terms and Conditions for AU Pre-Orders
You may make an eligible Digital Music that meets pre-order requirements available for customer pre-order up to 365 days in advance of that Digital Music’s official release date.
• Enrollment. You may make your eligible Digital Music available for pre-order by choosing “pre-order” as your Music release option during title set-up. We have established important deadlines for pre-order enrollment to ensure a positive customer experience. If you miss these deadlines, we may suspend your access to pre-order and customer pre-orders may be cancelled. For additional details on pre-order enrollment and requirements, please see the AU pre-orders page.
• Publisher Payments. Royalties for pre-order sales will be paid approximately 60 days following the end of the calendar month of the Digital Music’s actual release date.
Pre-Order Price Guarantee. Amapiano Universe Pty Ltd offers customers a Pre-order Price Guarantee for pre-orders on certain Amapiano Universe Pty Ltd websites that guarantees that a customer is charged the lowest price offered by Amapiano Universe Pty Ltd between the time the customer places the order and the end of the day of the release date. As a result, if you lower the List Price of a Digital Music while it is available for pre-order, we may charge customers that pre-ordered that Digital Music before the price decrease the lower price. Your Royalty will be based on the actual price we charge customers as a result of our Pre-order Price Guarantee, net of refunds, bad debt, and any VAT, sales or other taxes charged to a customer or applied with respect to sales to a customer.