Terms & Conditions

Definitions

For the purposes of these Terms and Conditions:

Company: (referred to as either “the Company”, “ITAAW” “We”, “Us” or “Our” in this Agreement) refers to ITAAW Limited at [3A Ajoke Okusanya Close, Opebi, Lagos State, Nigeria]

Country refers to Nigeria

Service refers to the offerings of this website as is

Website: refers to https://www.itaaw.com

You: means the individual accessing or using the Service through the Website (the “User”), or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable

1. Introduction

Please read these terms and conditions carefully before using Our Services. You acknowledge that by accessing and using our services, you accept and agree to be bound by the terms and provision of this agreement. In addition, when using these particular services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation in this service will constitute acceptance of this agreement. If you do not agree to abide by the above, please do not use this service.

Your access to and use the Service is conditioned on your acceptance of and compliance with these Terms and Conditions (TaS). These Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service. Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies on the collection and use and disclosure of Your personal information when You use the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

2. Link to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the company. The Company has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

3. Rules for Use of the Site

Prohibited Use. Except as may be expressly permitted by ITAAW, you may not: (i) interfere with ITAAW by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the ITAAW Site; (iii) use a robot, spider or other devices the process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet “search engine”, hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the ITAAW Site; (v) impersonate another person or entity; (vi) use any meta tags, search terms, key terms, or trademarks; (vii) engage in any activity that interferes with another user’s ability to use or enjoy ITAAW Site, or (viii) assist or encourage any the third party in engaging in any activity prohibited by this TaS.
Monitoring. ITAAW reserves the right but does not assume the obligation, to monitor transactions and communications that occur through this Site. If ITAAW determines, in its sole discretion, that you or another ITAAW Site user will breach a term or condition of this TaS or that such transaction or communication is inappropriate, ITAAW may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party. Modification of the Site. ITAAW may modify the ITAAW Site at any time with or without notice to you, and will not incur any liability for doing so.

4. Authorization and Licence

4.1 Authorization and Licence

You hereby appoint and grant a license to ITAAW, on a non-exclusive basis, the right to license such songs delivered (Authorized Content) to it, including, but not limited to the titles, lyrics, and music, and performances and recordings included in the Authorized Content. At ITAAW’s request, You and any and all other third parties holding rights to the Authorized Content, will execute assignments, as ITAAW may request from time to time, in order to establish and protect ITAAW’s rights in any development made on an Authorized Content. Accordingly, throughout the life of this agreement the You permit the ITAAW to perform the following, too:

a) Publicly display, communicate to the public, and otherwise make available the Authorized Content by any means of digital audio transmissions (on an interactive or non- interactive basis) through ITAAW’s website, app or any digital platform operated by ITAAW now or in the future, a Licensee website for the purpose of sale or distribution and to promote the Content, on a through-to-the listener basis, without any payment of any fees or royalties to
(i) the songwriters, composers, music label, producers or music publishers owning any rights in and to the Authorized Content;
(ii) any performing artiste (including non-featured vocalists and musicians) on the content;
(iii) any other person, directly or indirectly, involved in the creation of the Authorized Content such as the Authorized Content’s album art’s creator that may or may not lay claim on a portion of the Content;

b) distribute the Authorized Content in accordance with any applicable addendum;

c) use the Authorized Content and any metadata as may be reasonably necessary or desirable for ITAAW to exercise the rights under this Agreement;

d) allow ITAAW sub-license the right so licensed in its favor under this agreement to third parties for the reasonable and commercial performance of the purpose of this Agreement.

 

5. Scope of Services, Pricing & Royalties

  1. 5.1 ITAAW, whilst assuming the role of a music distributor to Your content, shall establish and render accessible this website (the “Site”) AS IS, wherein the You can interact with, to transfer, connect, send and upload such Authorized Content to be distributed and exploited by ITAAW.
  2.  
  3. 5.2 You shall be required to register and own an exclusive account by furnishing on the Site, requisite information which may include personal details and any other categorized details as may be necessary to provide you with the services herein. Accordingly, We shall endeavor to hold any information so supplied by You in the strictest confidence and shall not cause to be exploited such personal information and shall use, apply and preserve Your personal information in accordance with Our Privacy Policy.
Pricing & Royalties
 
  1. 5.3 In view of the services performed by ITAAW, the Author agrees to remunerate ITAAW in the underlisted manner. The Author is hereby presented with two independent options to select from as the desired and convenient mode of remunerating ITAAW for its services:
Option 1: The Author shall pay a yearly fee on the distribution of the Authorized Content as computed as follows:
S/N Number/Type of Song Service Charge
  1.  
One (1) Song $10
  1.  
2 – 4 songs (Extended Play) $30
  1.  
Album $50

Combined with the above, the Author shall be entitled to claim from ITAAW, a complete and total 100% royalties realized and derived from the use and exploitation of the Author’s Authorized Content by third parties and the public generally.

Option 2:

The Author shall pay a one-time fee on the distribution of the Authorized Content as follows:
 
S/N Number/Type of Song Service Charge
1. One (1) Song $10
2. 2 – 4 songs (Extended Play) $30
3.
Album $50
Further, ITAAW shall claim twenty-five percent (25%) of the total royalties derived and realized from the use and exploitation of the Author’s Authorized Content by third parties and the public generally, whilst, the remaining seventy-five percent (75%) shall be remitted to the Author after the deduction of withholding tax as stipulated by any relevant tax or any other applicable form of taxation by any relevant tax authority in Nigeria.
 
5.4 Any amount due to the Author as royalty under this Clause shall accrue per commercial exploitation of the Authorized Content and shall only become payable to the Author ninety (90) days from the time period of the monthly accrual. For clarity, payment for a specific month shall become payable ninety (90) days from that month.
 
5.5 Further to Clause 5.2, the minimum royalty holding in the Author’s account that may trigger payment in a month shall be $100 or above (Holding), and where the Author is unable to realize the holding in a given month, such amount shall be carried over to the following month and shall be cumulated and paid together once the holding is realized.
 
5.6 Notwithstanding the provision in Clause 5.3, "Preferred Artist" or shall be excluded from paying the yearly fee so stipulated. Such Preferred Artist’s relationship with ITAAW shall be governed by any separate agreement executed between them and ITAAW and this Terms and Conditions save the provision in clause 5.3.
 
5.7 For the purpose of Clause 5.6, an Preferred Artist will be regarded as any whom ITAAW pronounces as such.

6. Representations and Warranties

6.1 You and ITAAW represents and warrants to each other:

a) both parties have the full power and authority to enter into and perform this agreement, without limitations or conditions whatsoever, and in any case limitations or impediments to the contractual capacity arises, such limited party shall promptly communicate the development to the other party;
b) the execution and performance of the obligations set under this agreement against each party, do not constitute a breach of or conflict with any agreement or arrangement by which either the party is bound;

6.2 You hereby represent and warrants to ITAAW that:

a) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or another legal right of any third party;
b) will comply with all applicable laws, rules, and regulations;
c) there are no claims, demands or any form of litigation pending or, to the best of the Your knowledge, threatened with respect to any content falling within the Authorized Content;
d) ITAAW shall not be required to make any payment to any third party in connection with the use and exploitation of the Authorized Content;
e) You shall not tamper with, destroy, distort, intercept, disrupt, reverse engineer or perform any damaging activities on the Platform;
f) You own and hold a valid title to all of the Authorized Content and are free and clear of all encumbrances and restrictions or anything that would stop the You from licensing them to ITAAW under this Agreement. The Authorized Content is wholly original and does not include any samples/interpolations (and are not copied from any other work). Further, the use of the Authorized Content(including, but not limited to, those uses provided for herein), will not infringe or violate the copyright or any common-law right or any personal, proprietary, or other rights of any kind whatsoever (including, but not limited to patents, copyrights, trademarks, publicity rights, moral rights or common law rights) of any third party.

7. Termination

8.1 You may terminate this commercial relationship by closing your account with us, and you may elect to send an email notifying us of the closure; and ITAAW and You shall be free from the performance of any duty, liability or obligation and any right granted under this ToS shall forthrightly cease to exist, save such obligations, duty and entitlements, specifically any outstanding royalty fees, that survive this Agreement.

8.2 We may terminate this commercial relationship by unilaterally deleting Your account if you are ever discovered and confirmed causing damage to the Site through hacking, reverse engineering, spreading the virus and any other act that proves malicious, and without prejudice to any other activity that may be adjudged destructive.

8.3 Upon the termination of this commercial relationship ITAAW and You shall cease and desist to use any material, in whatever form, having come within the other party’s possession through this agreement. Notwithstanding the termination, ITAAW shall reserve the right to continue exploiting such previously uploaded Authorized Content and shall ensure the remittance of any monies due to the Author in the form of royalties.

8.4 You have the right to revoke any initial authorization of any content earlier granted, and ITAAW shall comply with such directions by deleting any specified content. Parties hereby agree that there shall be no refund of any service charge paid on such revoked content.

8.5 We reserve the right to unilaterally identify, remove, and delete any uneconomic Authorised Content. For the purpose of this provision, an uneconomic Authorised Content shall be defined as such Authorized Content, which after a period of two years from the date of upload, fails to realize the sum of $10 yearly.

8.6 Further to clause 8.5 ITAAW shall deliver a notice of the takedown to Your mail as supplied during Your account registration.

 

8. Your Registration Obligations

In consideration of your use of the Service, you represent that you are 18 years or above to form a binding contract and are not a person barred from receiving the Service under the laws of Nigeria. You also agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, of ITAAW has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ITAAW has the right to suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof).

9. Payments

Service Fees: Certain parts of the Site and Services may be accessed and used without charge. For use of certain Services, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such Services in accordance with the terms thereof. Fees vary by Service. Current fee schedules shall be spelt out in a separate agreement and/or on the Site or in your dashboard.

10. Member Account, Password and Security

You will receive a password and account designation upon completing the Service registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ITAAW of any unauthorized use of password or account or any breach of security and (b) ensure that you exit from your account at the end of each session.
ITAAW SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM
FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS
OCCURRING UNDER YOU PASSWORD.

11. Privacy Policy

We may collect registration and other information about you through the Service. Our collection and use of this information are described in ITAAW’s Privacy Policy, which is incorporated herein by reference.

12. Special Admonitions for International Use

Further, recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Nigeria or the country in which you reside. Please note that you are transferring your personal data to Nigeria, which does not have the same data protection laws as other countries and by providing us with your personal data and consent to transfer your personal data to Nigeria.

13. ITAAW’s Proprietary Rights

The Service and its original content, features and functionality are and will remain the exclusive property of ITAAW Limited. The Service is protected by copyright, trademark, and other laws of the Federal Republic of Nigeria. Our trademarks may not be used in connection with any product or service without the prior written consent of ITAAW Limited. User shall not, directly or indirectly:
(i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically, prohibit such restriction;
(ii) modify, translate, or otherwise create derivative works of any part of the Service; or
(iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

14. Dealing with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that ITAAW shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the service.

15. Termination

Your account remains in effect unless you cancel it or unless you cancel it or unless ITAAW terminates your account as provided by this Terms. To terminate your account, you may choose to discontinue the usage of the Service by deleting your account. We may terminate your account at any time for any reason. Your rights under this Agreement will terminate automatically if you breach these Terms. Termination of your ITAAW account may include
(a) removal of access to all offerings within the Service, including but not limited to https://www.itaaw.com and other services provided;
(b) barring of further use of the Service. ITAAW SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCOUNT, ANY ASSOCIATED EMAIL ADDRESS, OR ACCESS TO THE SERVICE. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ITAAW may have at law or in equity.

16. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

In no event shall ITAAW, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from
(i) your access to or use of or inability to access or use the Service;
(ii) any conduct or content of any third party on the Service;
(iii) any content obtained from the Service; and
(iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

17. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular
purpose, non-infringement, or course of performance. ITAAW, it’s subsidiaries, affiliates and its licensors do not warrant that:
a) the Service will function uninterrupted, secure or available at any particular time or location;
b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components, or d) the results of using the Service will meet your requirement.

18. Changes to Terms

ITAAW reserves the right, in its sole discretion, to change the Terms under https://www.itaaw.com is offered. The most current version of Terms will supersede all previous versions. ITAAW encourages you to periodically review the Terms to stay informed of our updates.

19. Governing Law

The laws of Nigeria, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the website may also be subject to other local, state, national, or international laws. Our failure to enforce any right or provision of these Terms shall not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute an entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

20. Contact Us

If you have any questions about these Terms, please contact us at: [support@itaaw.com]

Last updated: [7th June 2020]