VendorAgreement


Introduction


8Digital Media is a digital solutions venture and provider ofcomprehensive e-commerce services. 8 Digital Media via its digitalweb store (www.GOSPELMUSIKCLOUD.com), which may hereafter be referredto simply as “GOSPELMUSIKCLOUD”, aims to allow users to discover andbuy Zambian gospel music from independent gospel artist.


GOSPELMUSIKCLOUDshall provide a web store platform for Owners and/or representativesof the audio messages described in the paragraph above to offer forsale to the general public its products and services.


Theowners/artist and/or representatives shall hereafter be referred toas “VENDORS”, while the general public who buy these digitalproducts shall hereafter be referred to as “END USERS”.




Inconsideration of the mutual covenants set forth in this Agreement,Vendor and www.GOSPELMUSIKCLOUD.com (jointly referred to as “Parties”and individually as a “Party”) hereby agree as follows:




Acceptanceand Changes to the Agreement

1.1TheVendor’s access to and use of GOSPELMUSIKCLOUD’s Website(www.GOSPELMUSIKCLOUD.com), and/or any Services is subjectexclusively to this Agreement. BY REGISTERING FOR AND USING THEWEBSITE OR THE SERVICES, The Vendor AGREES TO AND ACCEPT ALL OF THETERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT and other contractsincluding but not limited to the End Use Agreement. The Vendor agreesthat any use by it of the Website and/or the Services shallconstitute its acceptance of the Agreement and we recommend that itstores or print-off a copy of the Agreement for its records.


1.2.This Agreement comes into effect when The Vendor completes theregistration at the Website or signs the hard/ soft copy of this the agreement, and it is valid for an initial term of 12 months.


1.3. The agreement may also come into effect when The Vendor receives clicksor ticks accept on an electronic copy of this agreement sent to himby GOSPELMUSIKCLOUD.


1.4.GOSPELMUSIKCLOUD may change, amend, delete or add to this Agreementor any of the terms and conditions contained in any policies or rulesgoverning the Website and/or the Services at any time and in it's solediscretion. Any such changes will be effective after 24 (twenty)hours of informing the vendor of the revised agreement via email.Hence the Vendor has 24 hours upon being informed of a revisedversion of this agreement to either opt out or renegotiate. Failureto opt out or renegotiate would constitute an acceptance of the newterms.


1.5.GOSPELMUSIKCLOUD may at any time change or remove (temporarily orpermanently) from the Website, Products of The Vendor and theirinformation from the Website without indicating the reasons for suchchange or removal and you confirm that GOSPELMUSIKCLOUD shall not beliable to The Vendor for any such change or removal.




Vendor’sAccount

2.1. Avendor must first sign up as an End User and get his private uniquelogin user ID and password.


2.2.GOSPELMUSIKCLOUD upon satisfaction of the vendor’s credentials willthen upgrade the account to a vendor’s account. GOSPELMUSIKCLOUD isentitled to refuse to register a new Vendor without indicating thereasons.


2.3. The vendor can register more than one Account with GOSPELMUSIKCLOUD. Ifhe intends to use the Website both for meeting his needs as a naturalperson and as a representative of a legal entity, then he has tocreate two separate Accounts in the Website – one for himself as the individual user and another - for a legal person. It is prohibited touse the same Account for meeting the needs of both natural and legalperson.


2.4. Useof the Website or/and the Services are limited to parties that are 18years old or older and lawfully can enter into and form contractsunder applicable law.


2.5. Toregister, The Vendor must provide the information required in theregistration form. GOSPELMUSIKCLOUD will apply its undertakings andexercise its rights referring to this information. The Vendorauthorizes GOSPELMUSIKCLOUD to verify the accuracy of the vendor's information and to perform credit or background checks, as it desires


2.6. The vendor is solely responsible for maintaining the confidentiality ofhis unique login ID and password, and for their use.


2.7. TheVendor confirms that at the registration at the Website it hasentered correct data about itself and that afterward, when changingor adding this data in the Account, it will enter only correct data.The Vendor shall bear any losses that occur regarding thesubmission of invalid/incorrect data.


2.8. TheVendor shall not use the Website and/or the Services for any purposethat is unlawful or prohibited by this Agreement and legalrequirements. The Vendor's registration at the Website implies TheVendor's guarantee that by offering the products on sale onwww.GOSPELMUSIKCLOUD.com, he will act honestly and in such way thatit would meet the interests of both The Vendor and GOSPELMUSIKCLOUD.




Royaltiesand Authorization

3.1.GOSPELMUSIKCLOUD shall pay to the Vendor Royalties for the sale ofthe vendor’s products on its web store.


3.2.Such payments shall be payable to the Vendor in monthly intervals onor before the last working day of the third week of the month subjectto the Vendor’s royalty becoming payable. Vendor’s royalty shallonly become payable upon reaching the threshold of $20 (Twenty UnitedStates Dollars) and after the sale and funds received from theEnd-User has been confirmed.


3.3. TheRoyalty payable to the Vendor shall be 80% of the Selling prize.


3.4. VATliability rests with the merchant and GOSPELMUSIKCLOUD will not beresponsible for any VAT issues


3.5.Vendor hereby grants to GOSPELMUSIKCLOUD the non-exclusive to resellVendor’s content (audio music) via GOSPELMUSIKCLOUD.com to anyone,anywhere in the WORLD.


3.6.GOSPELMUSIKCLOUD may use vendor’s image or likeness for promotionalpurposes to showcase the availability of vendor’s content onGOSPELMUSIKCLOUD.


3.7.GOSPELMUSIKCLOUD may use the content for other related connected and orancillary services in the WORLD via digital platforms ofGOSPELMUSIKCLOUD, and to do all things incidental thereto.




Confidentiality

4.1. TheVendor and GOSPELMUSIKCLOUD acknowledge and agree that the scope ofwork and all other documents and information related to thedevelopment of the Services (the “Confidential Information”) willconstitute valuable trade secrets of GOSPELMUSIKCLOUD.


4.2.Vendor shall keep the Confidential Information in confidence andshall not at any time during or after the terms of this agreement,without GOSPELMUSIKCLOUD’s prior written consent, disclose orotherwise make available to anyone, either directly or indirectly,all or any part of the Confidential Information. Excluded from the“Confidential Information” definition is anything that can beseen by the public.


4.3. The vendor is restricted from revealing such Confidential Information toCompetitors or doing the same or similar business with Competitorswhile this agreement subsists and for at least 18 months after thetermination of this agreement.




ProductOwnership

5.1. Theownership of the Product at the time of the Product placement in The website remains with The Vendor but is by this agreement leased toGOSPELMUSIKCLOUD for his use in the manner provided by thisagreement.


5.2.This agreement, therefore, creates a lease relationship between theparties with the vendor as the lessor and GOSPELMUSIKCLOUD as thelessee. The vendor hereby leases the product and the intellectualproperty in the product to GOSPELMUSIKCLOUD for a term of twelve (12)month in exchange for royalties payable upon the sale of the productsto End Users.


5.3.GOSPELMUSIKCLOUD reserves the right not to offer for sale any productof a vendor for reasons such as defects in the product, offensivecontent, the product is substandard or any reason whatsoever.




EntireAgreement

6.1.This Agreement contains the entire agreement between the Partiesrelating to the subject matter hereof and supersedes any and allprior agreements or understandings, written or oral, between theparties related to the subject matter hereof.




Indemnification

7.1.Vendor warrants that everything it gives GOSPELMUSIKCLOUD to use inthe delivery of the Services or any deliverable is legally owned orlicensed to the Vendor. The Vendor agrees to indemnify and holdGOSPELMUSIKCLOUD/8 Digital Media, its employees, proprietors andassociates harmless from any and all claims brought in theperformance of the Services.


7.2.Vendor shall indemnify and hold GOSPELMUSIKCLOUD harmless in respectof any action that may be taken against it, or any claims that may bebrought against it, for whatever reason and of whatever nature –including, but not limited to, breach of the law, regulation and/or anyof the obligations and warranties under this Contract – by any a third party in respect of the Contents and/or the Services and/or anyand all activities related and connected to the Contents and/or theServices, irrespective of any direct liability of the Vendor (“ThirdParty Claim”).




Limitationof Liability

8.1. TheVendor Hereby covenants to;




- Accept liability and provide its part of the funds required to refundthe End User or provide a good quality replacement of the productwhenever the End User rejects a product for being defective/sub-standard.




8.2. TheVendor agrees to indemnify, defend and hold harmless GOSPELMUSIKCLOUDagainst and from any third party claims (including reasonable legalor arbitration costs) arising from;




(i) anybreach or default on the part of the vendor of any obligations 
(ii)negligent act or omission of vendor; or
(iii) willful violation ofthe law, wrong description of products advertised; or 
(iv) anoffense committed by vendor, 
(v)provision of defective orsub-standard products that have been sold as genuine; 
(vi)Provisionfor sale of products where he has no requisite authority to do so ;
(vii)providing for sale products that contain foul language,inciting, defamatory or other unlawful content 
(viii)Engages inany activity which would be considered illegal under Zambian law, orengages in any activity that could be considered as fraudulent ormisleading.

(ii) TheVendor unconditionally warrants that any Product characteristicssubmitted at the Website and any other information, data and/or the content you provide: (i) will be correct, accurate and not misleadingor otherwise deceptive; (ii) will not infringe the intellectualproperty rights of any third party such as copyright, patent,trademark, trade secret or other proprietary rights, rights ofpublicity or privacy; (iii) will not violate any law, statute, orregulation; (iv) will not be defamatory or libelous, and (v) will notcreate liability for GOSPELMUSIKCLOUD.





Term &Termination

9.1. Theterm of this Agreement is for a period of Twelve (12) months,automatically renewable either on same terms, on different terms orterminated after the notice is given.


9.2.Sufficient Notice for Termination after the expiration of the initialTwelve (12) month term is ten (10) working days.


9.3.GOSPELMUSIKCLOUD shall have the right to terminate this Agreement forcause immediately and without notice in the event of a breach of the obligation under this Agreement by the Vendor.


9.4.GOSPELMUSIKCLOUD has the right to evict the Vendor fromwww.GOSPELMUSIKCLOUD.com if any, or a combination, of the followingbreaches are committed:


-Provides defective or sub-standard products that have been sold asgenuine;


-Engages in any activity which would be considered illegal underZambian law, or engages in any activity that could be considered asfraudulent or misleading;


-Engages in any activity that brings GOSPELMUSIKCLOUD.com, or any ofits partners or other vendors into disrepute.


- Provides for sale any product that contains inciting messages, foul.


- Doesany business whatsoever with a competitor in a manner that isdetrimental to the business of GOSPELMUSIKCLOUD.com.


-GOSPELMUSIKCLOUD.com will send a formal warning to the Vendor aftereach incident.


9.5. TheVendor shall have the right to terminate this Agreement ifGOSPELMUSIKCLOUD withholds sums due to it two (2) weeks after ademand has been made for it when the said sum becomes due.




Policyon Defective/Sub-Standard Products on www.GOSPELMUSIKCLOUD.com

10.1.GOSPELMUSIKCLOUDis committed to delivering high-quality products andservice to customers at all times, and we strive to ensure that allproducts sold by vendors via the web mall (www.GOSPELMUSIKCLOUD.com)are held to the same high standards. If a vendor is determined bywww.GOSPELMUSIKCLOUD.com to have sold defective or sub-standardgoods, we may suspend or terminate the vendor's ability to sell onwww.GOSPELMUSIKCLOUD.com immediately and without warning, and currentand future payments held by GOSPELMUSIKCLOUD.com on the vendor’sbehalf may be forfeited and withheld.


Copyrightand Infringement Trademark

11.1.GOSPELMUSIKCLOUD respects all copyright and trademarks of others. Asa Vendor on our website you must in turn respect these rights.GOSPELMUSIKCLOUD will immediately terminate or suspend a Vendor whoinfringes another’s trademark or copyright.




Restrictionsand Prohibitions

-12.1.All product must be true, accurate and non-misleading.


12.2.Products sold by the Vendor must not be fraudulently obtained orinvolve the sale of products belonging to another or of disputedintellectual property rights.


12.3.Vendors must not infringe or misappropriate any third party'scopyright, patent, trademark, trade secret or another proprietaryrights or rights of publicity or privacy; www.GOSPELMUSIKCLOUD.comwill in appropriate circumstances and at its sole discretion, disableand/or terminate the accounts of vendors who may be infringers.


12.4.Vendors must comply with governing laws, statute, ordinance orregulation (including, but not limited to, those governing privacy,publicity, export control, consumer protection, unfair competition,anti-discrimination or false advertising).


12.5.Products/description of products must not be defamatory, tradelibelous, unlawfully threatening or harassing, or advocating,promoting or providing assistance involving violence, significantrisk of death or injury, contain foul language, incitement or otherunlawful activities.


12.6. Nodisplay of images containing pornography or indecent exposure ispermitted.


12.7.You must not sublease Your account or give another access to Youraccount or sublease Your Store to third parties;


12.8.Vendors must not incur liability for GOSPELMUSIKCLOUD and itssubcontractors or expose them to undue risk or otherwise engage inactivities that GOSPELMUSIKCLOUD, in its sole discretion, determinesto be harmful to GOSPELMUSIKCLOUD, its proprietors, operations,reputation, or goodwill.


12.9.Vendors must not post or display any materials that exploit orotherwise exploits children under the age of 18 years.


12.10.Vendors must not conduct activities such as gambling, sweepstakes,raffles and lotteries.




ForceMajeure

13.1.The Parties agree that there shall attach no liability for anyfailure, inability or delay in the performance of any obligationsunder this Agreement, if is attributable to an event of force majeureincluding but not limited to disruptions or unavailability of theInternet, telecommunication infrastructure, power interruptions,systems downtime, server failure, civil commotion, strikes or lockouts, war, flood, insurrection, labor disputes, embargoes,government orders and other acts of God PROVIDED however that wherean event of force majeure subsists for more than One (1) month theParty affected by such force majeure event shall be deemed to havevoluntarily excused itself from the transaction contemplated by thisAgreement.




GoverningLaw

14.1.This Agreement shall be governed by and construed in accordance withthe laws of the Federal Republic of Zambia in force from time to timeand any disputes arising out of or in connection with this Agreementshall first be referred to the Lusaka High Court for resolution,failure upon which it shall be subject to the exclusive jurisdictionof courts within Lusaka Province.

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