Gegero Terms and ConditionsThis agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your Gegero account (“you” or “Label”) and Gegero.This Agreement provides the terms and conditions of your participation in the Gegero’s digital selling and distribution program(the “Program”) and your distribution of digital content through the Program (all such content, “Audio”), and consists of theterms set forth below.
1. 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 theoption to do so or (b) by using the Program, or any part of it. If you don’t accept the terms, you are not entitled to use theProgram. If the Label is an entity, the individual person who accepts this Agreement for the Label represents and warrants thathe or she is entitled to enter this Agreement as an authorized representative of Label and to bind Label to the terms of thisAgreement.
2. Agreement Amendment
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the rightto change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting newterms in place of the old at with a revision date indicated at the top or by sending an email to the email address thenregistered for your Program account. If you do not agree to the changes, you must withdraw your Audio from furtherdistribution through the Program and terminate your use of the Program.
3. 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. Weare entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upontermination. You are entitled to terminate at any time by providing us notice of termination, in which event we will ceaseselling your Audio within 5 business days from the date you provide us notice of termination. We may also suspend yourProgram account at any time with or without notice to you, for any reason in our discretion.
4. Audio Distribution Rights
4.1. Delivery, Acceptance and Withdrawal
You must provide to us, at your own expense each Audio you desire to distribute through the Program. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
4.1.2 Content Requirements
You must ensure that all Audio content is non-offensive 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 un-publishing it or by re-publishing content that complies. We are entitled to remove or modify the metadata and product description you provide for your Audio for anyreason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Audio’s cover art for any reason, including if we determine that it does not comply with our content requirements. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata youhave provided to us for a Audio is inaccurate or incomplete, you must promptly submit corrected metadata to us through theProgram procedures for metadata submission.
4.1.3 Audio Rejection
We are entitled to determine what content we accept and distribute through the Program in our sole discretion. If we request that you provide additional information relating to your Audio, such as information confirming that you have all rights required to permit our distribution of the Audio, 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 distribution of the Audio and the accuracy of the information or documentation you provide to us withrespect to those rights.
4.1.4 Audio Withdrawal
You may withdraw your Audio from the library of this program at any time
We may, in our discretion, reformat your Audio, and you acknowledge that unintentional errors may occurin the process of reformatting of your Audio. If any such errors do occur, you may remove the Audio in the Program as provided in Section 4.1.4 above, and this will be your only remedy for the errors. We may also, in ourdiscretion, correct any errors existing in a Audio as you deliver it to us.
4.2. Marketing and Promotion
4.2.1 Marketing and Promotion
We will have sole discretion in determining all marketing and promotions related to the sale of your Audio through the Program and may, without limitation, market and promote your Audio by making chapters or portions of your Audio availableto prospective customers without charge, and by permitting prospective customers to see excerpts of your Audio in responseto search queries. We will not owe you any fees for any marketing or promotional efforts.
4.4. Royalties and Payments
If you are not in breach of your obligations under this Agreement, we will pay 50% of the revenue generated from advertising based on the number of downloads the jingle placed within your song receives. We will also pay you 60% of the sales of your song.
4.4.2 When We Pay You
Gegero pays within 5 days after you make a withdrawal. We will also make available to you a monthly online report detailing sales of Audio and corresponding Royalties.
4.4.3 Payment Currencies
If you change your payment currency, the change will be executed on the first day of the following calendar month (unless we make an earlier period available)
4.4.5 Payment Policies
We may require you to provide certain information or to register a valid bank account in your Gegero account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unlessyou do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.
4.4.6 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.
4.5. DRM and Geo filtering Technology
We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your Audio. 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 Audio, for example, where youindicate that you do not have worldwide distribution rights to a Audio through the procedure we provide to you for that purpose. If we use geoÒltering technology when distributing your Audio, distribution will be deemed to have taken place within the permitted distribution territories for the Audio, even though customers may, in fact, be located outside those territories.
4.6. 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 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 distribution 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 allAudio delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Audio or portion thereof any royalties withrespect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Gegero, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any 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.5. Force MajeureGegero 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.
6. Governing Law
This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria (it doesn’t necessarily have to be governed by Nigerian laws, you can choose).7. ArbitrationAny dispute or claim arising out of or in relation to the interpretation or execution of this Agreement or the breach, termination or invalidity thereof shall be settled amicably between the parties, failing of which an arbitrator shall be appointed by the parties, whose award shall be final and binding on the parties. The venue of arbitration shall be (insert a venue for arbitration) and the language of arbitration shall be English.
The terms and conditions was last updated December 4, 2018