The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Terms of Use”), which Terms of Use also incorporate the Privacy Policy available at www.dundalive.com/privacypolicy and all other operating rules, policies and procedures that may be published from time to time on the Site by DundaLive, each of which is incorporated by reference into these Terms of Use and each of which may be updated by DundaLive from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by DundaLive from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

If you are using or opening an account on behalf of a DundaLive, entity or organization (including, but not limited to, a recording label) (each an “Artist Entity”), then you represent and warrant that you: (i) are an authorized representative of that Artist Entity and any recording artists represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of such Artist Entity and/or Represented Artist..

The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. DundaLive may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use.

DundaLive reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. DundaLive may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and DundaLive that arose prior to the date of such modification.

Rules and conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content) is provided only for your own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling Music, Merchandise or other Content (each as defined below) as authorized through the Service). You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term “Content” includes, without limitation, any and all live recording, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by DundaLive or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

you know is false, misleading, untruthful or inaccurate;

is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");

involves commercial activities and/or sales without DundaLive's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

exploits people in a sexual or violent manner;

contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of DundaLive or any third party; or

impersonates any person or entity, including any employee or representative of DundaLive.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by DundaLive in its sole discretion) an unreasonable or disproportionately large load on DundaLive’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures DundaLive may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You 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 limited 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. You shall abide by all applicable local, county, state, national and international laws and regulations.

However, DundaLive reserves the right to (i) remove, edit or modify any Content in its sole discretion, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if DundaLive is concerned that you may have violated these Terms of Use), or for no reason at all.

DundaLive reserves the right to investigate and take appropriate legal action against anyone who, in DundaLive's sole discretion, violates this provision, including, without limitation, terminating your account and/or reporting such activity or Content to law enforcement authorities.

Registration

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with DundaLive and select a password and screen name (“User ID”). You shall provide DundaLive with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your DundaLive account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. DundaLive reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your DundaLive password. You shall never use another user’s account without such other user’s express permission. You will immediately notify DundaLive in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Fees and Payments - General

DundaLive facilitates payments for purchases of Content including digital Content made available via live streaming through the Service (“Digital Content”). Each such purchase is a “Transaction,” each Transaction involving Digital Content is a “Digital Transaction,”, and each Transaction involving Merchandise is a “Merchandise Transaction.”

Fees and Payments - Artists

DundaLive shall be entitled to a share of the revenue you receive from Transactions (the “Revenue Share”), which shall be calculated on your gross revenue from Transactions. You shall be solely responsible and liable for, and DundaLive shall have no responsibility or liability for, any Stripe fees (except for fees charged on DundaLive’s Stripe account), PayPal fees (except for fees charged on DundaLive’s PayPal account), credit card transaction fees (together, “Fees”), bad debts (such as credit card returns or fraud) except as provided in this Agreement.

DundaLive may withhold any taxes, duties, charges or levies on payments by DundaLive to you pursuant to this Agreement as may be required by applicable law, rule or regulation. DundaLive shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority.

DundaLive will pay you the gross proceeds we receive from the sale of Digital Content, minus the applicable Revenue Share and any applicable Fees (the “Artist Payout”). For Artist event, payments received from users shall be directed to you (the “Subscription Fee”), minus the applicable Revenue Share and any applicable fees which shall be directed to DundaLive at the time of each payment.

When you receive a payment for Digital Content or Artist Subscription, you are liable to DundaLive for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fees if there is a chargeback, a dispute, or if there is a reversal of the payment. You agree to allow DundaLive to recover any amounts due to DundaLive by debiting your account or withholding any Artist Payout or Subscription Fee. If there are insufficient funds to cover your liability, you agree to reimburse DundaLive through other means.

DundaLive retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of DundaLive, and to correct any inaccurate listing or technical problems on the Site. DundaLive may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.

Third party site

Other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under DundaLive's control, and you acknowledge that DundaLive is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such links does not imply endorsement by DundaLive or any association with its operators. You further acknowledge and agree that DundaLive 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 of or reliance on any such Content, goods or services available on or through any such website or resource.

Content License

You agree that the Service contains Content specifically provided by DundaLive or its partners (artists) and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. DundaLive grants each user of the Site and/or Service a worldwide, non-exclusive, non- sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from DundaLive, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

Intellectual Property rights - Artist

The Service will upload live performances of Artists to the Site. DundaLive will not have any ownership rights in any elements of an Artist’s Music, however, DundaLive needs the following license to perform the Service. Each Artist uploading Music to the Service grants DundaLive and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist’s Music and perform the Service on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Music on computer servers owned and/or operated by or on behalf of DundaLive or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist’s live music performance on the site) using any technologies or methodologies now known or hereafter developed; (ii) allow users of the Service to receive public performances and public displays of the Artist’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by the user for non- commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.

To enable DundaLive to Exploit your Music pursuant to the above provisions, you hereby grant to DundaLive the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created. By uploading of any live performance Music or Artworks to the Site:

you represent and warrant, and can demonstrate to DundaLive’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any live performance music you upload to the Service and to the Artworks; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks to DundaLive and all users of the Service.

you represent and warrant that the use or other exploitation of your Music and/or Artworks by DundaLive and its authorized sublicensees and distributors and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

you represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in Kenya or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to DundaLive for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works.

you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement.

If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting DundaLive the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your live performance music to the Service and shall be responsible for indemnifying and holding DundaLive harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.

Termination

DundaLive may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership/subscription, including, without limitation, any access to any live performance music you may have purchased through the Service. Any fees paid hereunder are non-refundable, except as provided in this Agreement. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

DundaLive has no special relationship with or fiduciary duty to you. You acknowledge that DundaLive has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release DundaLive from all liability for you having acquired or not acquired Content through the Site. DundaLive makes no representations concerning any Content contained in or accessed through the Site, and DundaLive will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

The Service is provided "as is" and "as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. DundaLive, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful component or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.

Some countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

With reference to Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701- 2711): DundaLive makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. DundaLive will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on DundaLive’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless DundaLive and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service , Content , the violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless DundaLive from any and all claims by a third party owning, controlling or claiming any right in or to your Music, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees. DundaLive reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with DundaLive in asserting any available defenses at your sole expense.

Limitation of liability

In no event shall DundaLive, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00) or any equivalent of 200Ksh. Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

International/ Non-Kenya Use

DundaLive makes no representation that the Content is appropriate or available for use in locations outside of Kenya, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Dispute Resolution

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and DundaLive agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

IN the case of a dispute with the subscriber because of technical difficulty in accessing an artist stream our course of resolution would be to compensate the customer with new tokens for a stream of their choice or a rerun of the stream at a particular date but no refunds

These Terms of Use shall be governed by and construed in accordance with the laws of Kenya. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Nairobi County, Kenya, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Kenyan Courts or courts located in the county of Nairobi. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Integration and Severability

These Terms of Use are the entire agreement between you and DundaLive with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and DundaLive with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

DundaLive shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond DundaLive’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sub-licensable by you except with DundaLive's prior written consent. DundaLive may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement. Contact.

You may contact DundaLive at the following address: contact@dundalive.com.