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.
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. the vendor confirms that at the registration at the Website it has entered correct data about itself and that afterward when changing or adding this data in the Account, it will enter only correct data.The Vendor shall bear any losses that occur regarding the submission of invalid/incorrect data.
2.8. the vendor shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by this Agreement and legal requirements. 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 that it would meet the interests of both The Vendor and GOSPELMUSIKCLOUD.
Royalties and Authorization
3.1.GOSPELMUSIKCLOUD shall pay to the Vendor Royalties for the sale of the vendor’s products on its web store.
3.2. Such payments shall be payable to the Vendor in monthly intervals on or before the last working day of the third week of the month subject to the Vendor’s royalty becoming payable. Vendor’s royalty shall only become payable upon reaching the threshold of $20 (Twenty UnitedStates Dollars) and after the sale and funds received from the-User has been confirmed.
3.3. TheRoyalty payable to the Vendor shall be 80% of the Selling price.
3.4. VATliability rests with the merchant and GOSPELMUSIKCLOUD will not be responsible 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 the vendor’s image or likeness for promotional purposes to showcase the availability of vendor’s content onGOSPELMUSIKCLOUD.
3.7.GOSPELMUSIKCLOUD may use the content for other related connected and ancillary services in the WORLD via digital platforms ofGOSPELMUSIKCLOUD, and to do all things incidental thereto.
3.8. Vendors selling in Zambia shall be paid at an exchange rate of $1 - K10 to their Bank Details provided or Mobile Money Services.
3.9. Vendors selling in other countries shall be paid their royalties to the provided PayPal details
4.0. Objections to Accountings. If you have any objections to a GOSPELMUSIKCLOUD accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (1) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that one (1) ‑ month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report unless objected to in writing by GOSPELMUSIKCLOUD, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (1) - month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the number of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
4.1. vendor and GOSPELMUSIKCLOUD acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of GOSPELMUSIKCLOUD.
4.2. Vendor shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without GOSPELMUSIKCLOUD’s prior written consent, disclose or otherwise 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 be seen by the public.
4.3. The vendor is restricted from revealing such Confidential Information to competitors or doing the same or similar business with Competitorswhile this agreement subsists and for at least 18 months after the termination of this agreement.
5.1. The ownership 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 this agreement.
5.2. This agreement, therefore, creates a lease relationship between the parties with the vendor as the lessor and GOSPELMUSIKCLOUD as the lessee. The vendor hereby leases the product and the intellectual property in the product to GOSPELMUSIKCLOUD for a term of twelve (12) months in exchange for royalties payable upon the sale of the products to End Users.
5.3.GOSPELMUSIKCLOUD reserves the right not to offer for sale any product of a vendor for reasons such as defects in the product, offensive content, the product is substandard or any reason whatsoever.
6.1. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.
7.1.Vendor warrants that everything it gives GOSPELMUSIKCLOUD to use in the delivery of the Services or any deliverable is legally owned or licensed to the Vendor. The Vendor agrees to indemnify and holdGOSPELMUSIKCLOUD/8 Digital Media, its employees, proprietors, and associates harmless from any and all claims brought in the performance of the Services.
7.2. Vendor shall indemnify and hold GOSPELMUSIKCLOUD harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature –including, but not limited to, breach of the law, regulation and/or any of the obligations and warranties under this Contract – by any a third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the services, irrespective of any direct liability of the Vendor (“ThirdParty Claim”).
Limitation of Liability
8.1. the vendor Hereby covenants to;
- Accept liability and provide its part of the funds required to refund the End User or provide a good quality replacement of the product whenever the End User rejects a product for being defective/sub-standard.
8.2. the vendor agrees to indemnify, defend and hold harmless GOSPELMUSIKCLOUDagainst and from any third party claims (including reasonable legal or arbitration costs) arising from;
(i) any breach or default on the part of the vendor of any obligations (ii)negligent act or omission of the vendor; or (iii) willful violation of the law, wrong description of products advertised; or (iv) an offense committed by vendor, (v)provision of defective or sub-standard products that have been sold as genuine; (vi)Provision for 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 in any activity which would be considered illegal under Zambian law or engages in any activity that could be considered as fraudulent or misleading.
(ii) the vendor unconditionally warrants that any Product characteristics submitted at the Website and any other information, data and/or the content you provide: (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libelous, and (v) will not create liability for GOSPELMUSIKCLOUD.
9.1. The term of this Agreement is for a period of Twelve (12) months, automatically renewable either on the 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.
-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 disputed intellectual property rights.
12.3.Vendors must not infringe or misappropriate any third party copyright, patent, trademark, trade secret, or another proprietary rights or rights of publicity or privacy; www.GOSPELMUSIKCLOUD.comwill in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of vendors who may be infringers.
12.4. Vendors must comply with governing laws, statute, ordinance or regulation (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, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, contain foul language, incitement or other unlawful activities.
12.6. No display of images containing pornography or indecent exposure is permitted.
12.7. You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;
12.8. Vendors must not incur liability for GOSPELMUSIKCLOUD and its subcontractors or expose them to undue risk or otherwise engage in activities that GOSPELMUSIKCLOUD, in its sole discretion, determines to be harmful to GOSPELMUSIKCLOUD, its proprietors, operations, reputation, or goodwill.
12.9. Vendors must not post or display any materials that exploit or otherwise exploits children under the age of 18 years.
12.10. Vendors must not conduct activities such as gambling, sweepstakes, raffles, and lotteries.
13.1. The Parties agree that there shall attach no liability for any failure, inability or delay in the performance of any obligations under this Agreement, if is attributable to an event of force Majeure including 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 where an event of force majeure subsists for more than one (1) month the party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this agreement.
14.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Zambia in force from time to time and any disputes arising out of or in connection with this Agreement shall first be referred to the Lusaka High Court for resolution, failure upon which it shall be subject to the exclusive jurisdiction of courts within Lusaka Province.
Last Updated 4/26/2020