HotStreetHits © Copyrights 2019. All Rights Reserved.
Kynox technologies is an information and communication technology company and provider of e-commerce ventures. Kynox technology via its digital store (www.HotStreetHits.com), which may hereafter be referred to simply “HOTSTREETHITS”, aims to allow users discover and buy/download African music (gospel and secular) from independent artists and record labels.
HOTSTREETHITS shall provide a web store platform for original music owners and/or representatives of the audio and video messages (record label) described in the paragraph above to offer for sale to the general public its products and services.
The owners/artists and/or representatives shall hereafter be referred to as “VENDORS”, while the general public who buy these digital products shall hereafter be referred to as “END USERS”.
In consideration of the mutual covenants set forth in this Agreement, Vendor and www.hotstreethits.com (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:
1) ACCEPTANCE AND CHANGES TO THE AGREEMENT
1.1. The Vendor’s access to and use of HOTSTREETHITS’s website (www.hotstreethits.com), and/or any services is subject exclusively to this Agreement. BY REGISTERING FOR AND USING THE WEBSITE OR THE SERVICES, The Vendor AGREES TO AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT and other contracts including but not limited to the terms and conditions. The Vendor agrees that any use by it of the website and/or the services shall constitute it’s acceptance of the Agreement and we recommend that it stores or print-off a copy of the Agreement for its records.
1.2. This Agreement comes into effect when the Vendor completes the registration at the website or signs the hard/soft copy of this agreement, and it is valid for an initial term of 12months.
1.3. The agreement may also come into effect when the Vendor receives clicks or ticks accept on an electronic copy of this agreement sent to him by HOTSTREETHITS.
1.4. HOTSTREETHITS may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the website and/or the services at any time and in its sole discretion. Any such changes will be effective after 24(twenty-four) hours of informing the vendor of the revised agreement via email. Hence the Vendor has 24 hours upon being informed of a revised version of this agreement to either opt out, or renegotiate. Failure to opt out or renegotiate would constitute an acceptance of the new terms.
1.5. HOTSTREETHITS may at any time change or remove (temporarily or permanently) from the website, products of the Vendor and their information from the website without indicating the reasons of such change or removal and you confirm that HOTSTREETHITS shall not be liable to the Vendor for any such change or removal.
2) VENDORS ACCOUNT
2.1. A Vendor must first signup as an End User and get his private unique login user ID and password.
2.2. HOTSTREETHITS upon satisfaction of the Vendor’s credentials will then upgrade the account to a vendor’s account. HOTSTREETHITS is entitled to refuse to register a new vendor without indicating the reasons.
2.3. The vendor can register more than one account with HOTSTREETHITS. If he intends to use the website both for meeting his needs as a natural person, and as a representative of a legal entity, then he has to create two separate accounts in the website- one for himself as an individual user and another- for a legal person. It is prohibited to use the same account for meeting the needs of both natural and legal person.
2.4. Use of the website or/and the services are limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law.
2.5. To register, the vendor must provide information required in the registration form. HOTSTREETHITS will apply it’s undertakings and exercise it’s right referring to this information. The vendor authorises HOTSTREETHITS 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 of his 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 afterwards, when changing or adding this data in the account, it will enter only correct data. The vendor shall bear any losses that occur regarding to 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 the vendor guarantee that by offering the products on sale on www.hotstreethits.com he will act honestly and in such way that it would meet the interests of both the vendor and HOTSTREETHITS.
3) ROYALTIES AND AUTHORIZATION
3.1. HOTSTREETHITS shall pay to the Vendor royalties for the sale(via download) of the vendor’s products on its web store.
3.2. Such payment shall be payable to the vendor in monthly intervals on or before the last working day of the month subject to the vendor’s royalty becoming payable. Vendor’s royalty shall only become payable upon reaching the threshold of N5000 (five thousand Naira) and after the sale and funds received from the End-User has been confirmed.
3.3. The royalty payable to the Vendor shall be 100% of the selling price.
3.4. VAT liability rests with the merchant and HOTSTREETHITS will not be responsible for any VAT issues.
3.5. Vendor hereby grants to HOTSTREETHITS the non-exclusive right to resell vendor’s content (audio/video) via www.hotstreethits.com to anyone, anywhere in the world.
3.6. HOTSTREETHITS may use vendor’s image or likeness for promotional purposes to showcase availability of vendor’s content on HOTSTREETHITS
3.7. HOTSTREETHITS may use content for other related connected and or ancillary services in the world via digital platforms of HOTSTREETHITS, and to do all things incidental thereto.
4.1. The vendor and HOTSTREETHITS acknowledge and agree that the scope of work and all other documents and information related to the development of the service (the “Confidential Information”) will constitute valuable trade secrets of HOTSTREETHITS.
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 HOTSTREETHITS’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 competitors while this agreement subsists and for at least 18months after the termination of this agreement.
5) PRODUCT OWNERSHIP
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 to HOTSTREETHITS 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 HOTSTREETHITS as the lessee. The vendor hereby leases the product and the intellectual property in the product to HOTSTREETHITS for a term of twelve (12) month in exchange for royalties payable upon the sales of the products to End Users.
5.3. HOTSTREETHITS reserves the right not to offer for sale any product of a Vendor for reasons such as defects in the products, offensive content, product being substandard or any reason whatsoever.
6) ENTIRE AGREEMENT
6.1. This agreement contains the entire agreement between the parties relating to the subject matter here of and supersedes any and all prior agreements or understanding, written or oral, between the parties related to the subject matter here of.
7.1. Vendor warrants that everything it gives HOTSTREETHITS 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 hold HOTSTREETHITS/Kynox technologies, 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 HOTSTREETHITS 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 law, regulation and/or any of the obligations and Warranties under this contract-by any 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 (“Third Party Claim”).
8) 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 product whenever the End User rejects a product for being defective/sub-standard.
8.2. The vendor agrees to indemnify,defend and hold harmless HOTSTREETHITS against 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 vendor; or (iii) wilful violation of the law,wrong description of products advertised;or (iv) an offence 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 Nigerian 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 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, right of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libellous, and (v) will not create liability for HOTSTREETHITS.
9) TERM AND TERMINATION
9.1. The term of this agreement is for a period of twelve (12)months, automatically renewable either on same terms, on different terms or terminated after notice is given.
9.2. Sufficient notice for termination after the expiration of the initial twelve (12) months term is ten (10) working days.
9.3. HOTSTREETHITS shall have the right to terminate this agreement for cause immediately and without notice in the event of a breach of the obligation under this agreement by the vendor.
9.4. HOTSTREETHITS has the right to evict the vendor from www.hotstreethits.com if any,or a combination, of the following breaches are committed:
-provides defective or sub-standard products that have been sold as genuine;
-engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could ne considered as fraudulent or misleading;
-engages in any activity that brings www.hotstreethits.com, or any of its partners or other vendor’s into disrepute.
-provides For sale any product that contains inciting or foul messages.
-does any business whatsoever with a competitor in a manner that is detrimental to the business of www.hotstreethits.com
– www.hotstreethits.com will send a formal warning to the vendor after each incident.
9.5. The vendor shall have the right to terminate this agreement if HOTSTREETHITS withholds sums due to it two (2) weeks after a demand has been made for it when the said sum becomes due.
10) POLICY ON DEFECTIVE/SUB-STANDARD PRODUCTS ON WWW.HOTSTREETHITS.COM
10.1. HOTSTREETHITS is committed to delivering high quality products and services to customers at all times, and we strive to ensure that all products sold by vendor’s via the web mall (www.hotstreethits.com) are held to the same high standards. If a Vendor is determined by www.hotstreethits.com to have sold defective or sub-standard goods, we may suspend or terminate the vendor’s ability to sell on www.hotstreethits.com immediately and without warning, and current and future payments held by www.hotstreethits.com on the vendor’s behalf may be forfeited and withheld.
11) COPYRIGHT AND INFRINGEMENT TRADEMARK
11.1. HOTSTREETHITS respects all copyright and trademarks of others. As a Vendor on our website you must in turn respect these rights. HOTSTREETHITS will immediately terminate or suspend a Vendor who infringe another’s trademark or copyright.
12) RESTRICTIONS AND PROHIBITIONS
12.1. All product must be true, accurate and non-misleading.
12.2. Products sold by the vendor must not be fraudulently obtained or involve the sale of products belonging to another or of disputed intellectual property rights.
12.3. Vendor’s must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; www.hotstreethits.com will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of vendor’s who may ne infringers.
12.4. Vendor’s must comply with governing laws, statue, 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 libellous, 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 sub lease your account or give another access to your account or sublease your store to third parties;
12.8. Vendor’s must not incur liability for HOTSTREETHITS and it’s sub-contractors or expose them to undue risk or otherwise engage in activities that HOTSTREETHITS, in its sole discretion, determines to be harmful to HOTSTREETHITS, its proprietors, operations, reputation, or goodwill.
12.9. Vendor’s must not post or display any materials that exploit or otherwise exploits children under age of 18years.
12.10. Vendors must not conduct activities such as gambling, sweepstakes, raffles and lotteries.
13) FORCE MAJEURE
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 it is attributable to an event of force majeure including but not limited to disruptions or unavailability of the Internet, telecommunication infrastructure, power interruptions, systems downtime. Server failure, civil commotion, strikes or lock outs, war, flood, insurrection, labour 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) GOVERNING LAW
14.1. This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this agreement shall first be referred to the Lagos State high court multi-door court house for resolution, failure upon which it shall be subject to the exclusive jurisdiction of courts within Lagos state.
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