Umuziki Terms and Conditions of Use
Effective as of 30 May 2020

1 Introduction
2 Changes to the Agreements
3 Enjoying Umuziki
4 Payments, cancellations, and cooling off
5 Using our service
6 Third Party Applications and Devices
7 User-Generated Content
8 Rights you grant us
9 User guidelines
10 Infringement and reporting User Content
11 Service limitations and modifications
12 Brand Accounts
13 Umuziki Support Community
14 Customer support
15 Export control
16 Term and termination
17 Warranty disclaimer
18 Limitation
19 Third party rights
20 Entire agreement
21 Severability, waiver, and interpretation
22 Assignment
23 Indemnification
24 Choice of law, mandatory arbitration, and venue
25 Contact us

Hello, and welcome to the Umuziki Terms and Conditions of Use (“Terms”). The Terms you see below are important because they:

Outline your legal rights on Umuziki
Explain the rights you give to us when you use Umuziki
Describe the rules everyone needs to follow when using Umuziki
Contain a class action waiver and an agreement on how to resolve any disputes that may arise by arbitration
Please read these Terms, our Privacy Policy, and any other terms referenced in this document carefully. We hope you’re sitting comfortably and listening to some great music.

Here we go…

1 Introduction
Thanks for choosing Umuziki (“Umuziki,” “we,” “us,” “our”). Umuziki provides personalised services with social and interactive features for streaming music and other content as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these Umuziki services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Umuziki Service” or “Service”), or accessing any music, videos or other content or material that is made available through the Service (the “Content”) you are entering into a binding contract with the Umuziki entity indicated in Section 25 (Contact us).

Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the currently effective version of the Agreements can be found on Umuziki’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Umuziki Service or access any Content.

In order to use the Umuziki Service and access any Content, you need to (1) meet the age requirements in the chart below, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where Service is available. You also promise that any registration information that you submit to Umuziki is true, accurate, and complete, and you agree to keep it that way at all times. If you are a resident of one of the following countries, reference this chart for your country-specific age restrictions:

If your country is marked with an asterisk (*) in the chart below, and you require parent or guardian consent, your parent or guardian will enter into the contract on behalf of you.

Country Age Requirements
Andorra*, Argentina*, Australia, Austria*, Bahrain, Belgium, Bolivia*, Costa Rica*, Czech Republic, Denmark*, Dominican Republic, Ecuador, El Salvador*, Estonia, Finland, France*, Greece*, Guatemala*, Honduras*, Hong Kong, Iceland, India, Ireland, Israel, Jordan, Kuwait, Latvia, Lebanon, Liechtenstein, Luxembourg, Malaysia*, Malta*, Mexico*, Monaco*, Morocco, New Zealand, Nicaragua*, Norway*, Oman, Palestine, Panama*, Paraguay*, Philippines*, Poland*, Portugal*, Qatar, Saudi Arabia, Singapore, South Africa, Spain*, Sweden, Switzerland, UAE, Turkey*, United Kingdom, Uruguay, Vietnam Must be 18 or older, or be 13 or older and have a parent or guardian consent.
Algeria Must be 19 or older, or be 13 or older, and have parent or guardian consent.
Brazil Must be 18 or older, or be 16 or older, and have parent or guardian consent.
Bulgaria*, Colombia*, Chile, Hungary, Peru, Romania Must be 18 or older, or be 14 or older and have a parent or guardian consent.
Canada Must be 13 or older to use the Free Service. For Paid Subscriptions, you must be the age of majority in your province or territory of residence, or 13 or older with parent or guardian consent.
Cyprus*, Italy, Lithuania, the Netherlands To use the Free Service, must be 16 or older, or be 13 or older and have parent or guardian consent. To register for a Paid Subscription, must be 18 or older, or be 13 or older and have parent or guardian consent.
Egypt, Indonesia Must be 21 or older, or be 13 or older and have parent or guardian consent.
Japan, Taiwan, Thailand Must be 20 or older, or be 13 or older, and have parent or guardian consent.
Slovakia* Must be 16 or older, or be 13 or older and have parent or guardian consent.
Tunisia Must be 18 or older.
2 Changes to the Agreements
Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please, therefore, make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us. If you received a Trial or a Paid Subscription through a third party, you must cancel the applicable Paid Subscription through such a third party.

3 Enjoying Umuziki
Here’s some information about all the ways you can enjoy Umuziki.

3.1 Service Options
You can find a description of our Service options on our website, and we will explain which Service options are available to you when you create a Umuziki account. Certain options are provided to you free of charge. The Umuziki Service that does not require payment is currently referred to as the “Free Service.” Other options require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Umuziki Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.

The Unlimited Service may not be available to all users. We will explain which services are available to you when you are signing up for the services. If you cancel your subscription to the Unlimited Service, or if your subscription to the Unlimited Service is interrupted (for example, if you change your payment details), you may not be able to re-subscribe for the Unlimited Service. Note that the Unlimited Service may be discontinued in the future, in which case you will no longer be charged for the Service.

If you have purchased or received a code, gift card, pre-paid offer, or other offer provided or sold by or on behalf of Umuziki for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions. You may also purchase access to a Paid Subscription through a third party. In such cases, separate terms and conditions with such third party in addition to the Agreements may apply to your access to the Service.

3.2 Trials
From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Umuziki may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

For some Trials, we’ll require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Paid Subscription on the first day following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL BY CLICKING HERE IF YOU SIGNED UP FOR THE TRIAL THROUGH Umuziki, OR IF YOU RECEIVED YOUR TRIAL THROUGH A THIRD PARTY, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH THE THIRD PARTY.

4 Payments, cancellations, and cooling off
4.1 Billing
You may purchase a Paid Subscription directly from Umuziki or through a third party either by (1) paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving you access to the Umuziki Service for a specific time period (“Pre-Paid Period”).

Umuziki may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Umuziki Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.

If you register for a Paid Subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days starting from the day you sign-up for the relevant service (the “Cooling-off Period”) in accordance with the following:

If you sign up for a Trial, you agree that the Cooling-off Period for the Paid Subscription for which you are receiving a Trial ends fourteen (14) days after you start the Trial. If you don’t cancel the Paid Subscription before the Trial ends, you lose your right of withdrawal and authorize Umuziki to automatically charge you the agreed price each month until you cancel the Paid Subscription.

If you purchase a Paid Subscription with no Trial, you authorize Umuziki to charge you automatically each month until you cancel. You agree that the Cooling-off Period is available for fourteen (14) days after your purchase but is lost once you use the Umuziki Service during that period.

4.2 Renewal; Cancellation
Unless your Paid Subscription has been purchased for a Pre-Paid Period, your payment to Umuziki or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by clicking here if you purchased the Paid Subscription through Umuziki, or if you purchased the Paid Subscription through a third party, by canceling the Paid Subscription through such third party. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. If you purchased your Paid Subscription through Umuziki and you cancel your payment or Paid Subscription and/or terminate any of the Agreements (1) after the Cooling-off Period is over (where applicable), or (2) before the end of the current subscription period, we will not refund any subscription fees already paid to us. If you wish to receive a full refund of all monies paid to Umuziki before the Cooling-off Period is over, you must contact Customer Support. When we process any refund, we will refund amounts using the method you used for payment.

If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service. If you have purchased your Paid Subscription through a third party, you must cancel directly with that third party.

5 Using our service
The Umuziki Service and the Content are the property of Umuziki or Umuziki's licensors. We grant you limited, non-exclusive, revocable permission to make use of the Umuziki Service, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, “Access”). This Access shall remain in effect until and unless terminated by you or Umuziki. You promise and agree that you are using the Umuziki Service and Content for your own personal, non-commercial use and that you will not redistribute or transfer the Umuziki Service or the Content.

The Umuziki software applications and the Content are not sold or transferred to you, and Umuziki and its licensors retain ownership of all copies of the Umuziki software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers, and/or other devices (“Devices”).

All Umuziki trademarks, service marks, trade names, logos, domain names, and any other features of the Umuziki brand (“Umuziki Brand Features”) are the sole property of Umuziki or its licensors. The Agreements do not grant you any rights to use any Umuziki Brand Features whether for commercial or non-commercial use.

You agree to abide by our User guidelines and not to use the Umuziki Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Umuziki grants no right, title, or interest to you in the Umuziki Service or Content.

Third-party software (for example, open-source software libraries) included in the Umuziki Service is made available to you under the relevant third-party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website.

6 Third Party Applications and Devices
The Umuziki Service is integrated with or may otherwise interact with third-party applications, websites, and services (“Third Party Applications”) and third-party Devices to make the Umuziki Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Umuziki does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does Umuziki warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.

7 User-Generated Content
Umuziki users may post, upload, or otherwise contribute content to the Service (which may include, for example, pictures, text, messages, information, playlist titles, descriptions and compilations, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the Umuziki Support Community as well as any other part of the Umuziki Service.

You promise that, with respect to any User Content you post on Umuziki, (1) you own or have the right to post such User Content, and (2) such User Content, or its use by Umuziki as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Umuziki or any artist, band, label, entity or individual without the express written consent from Umuziki or such individual or entity.

Umuziki may, but has no obligation to, monitor, review, or edit User Content. In all cases, Umuziki reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Umuziki’s sole discretion, violates the Agreements. Umuziki may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

You are solely responsible for all User Content that you post. Umuziki is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST Umuziki RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD Umuziki HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

8 Rights you grant us
In consideration for the rights granted to you under the Agreements, you grant us the right to (1) allow the Umuziki Service to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Umuziki Service, the Content you access, including its selection and placement, may be influenced by commercial considerations, including Umuziki’s agreements with third parties. Some Content licensed by, provided to, created by or otherwise made available by Umuziki (e.g. podcasts) may contain advertising as part of the Content. The Umuziki Service makes such Content available to you unmodified.

If you provide feedback, ideas, or suggestions to Umuziki in connection with the Umuziki Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Umuziki to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

You grant Umuziki a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.

9 User guidelines
Umuziki respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure Umuziki stays enjoyable for everyone. You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:

copying, redistributing, reproducing, “ripping,” recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Umuziki Service or the Content, or otherwise making any use of the Umuziki Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Umuziki Service or the Content or any part of it;
using the Umuziki Service to import or copy any local files that you do not have the legal right to import or copy in this way;
transferring copies of cached Content from an authorized Device to any other Device via any means;
reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Umuziki Service, Content, or any part thereof except to the extent permitted by applicable law. [If applicable law allows you to decompile any part of the Umuziki Service or the Content where required in order to obtain the information necessary to create an independent program that can be operated with the Umuziki Service or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without Umuziki’s prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of the Umuziki Service or the Content];
circumventing any technology used by Umuziki, its licensors, or any third party to protect the Content or the Service;
selling, renting, sublicensing, or leasing of any part of the Umuziki Service or the Content;
circumventing any territorial restrictions applied by Umuziki or its licensors;
artificially increasing play counts, follow counts, or otherwise manipulating the Service by (i) using any bot, script, or another automated process; (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
circumventing or blocking advertisements in the Umuziki Service, or creating or distributing tools designed to block advertisements in the Umuziki Service
providing your password to any other person or using any other person’s username and password;
“crawling” the Umuziki Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from Umuziki or the Umuziki Service;
selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist; or
artificially promoting Content by automated means or otherwise.
Please respect Umuziki, the owners of the Content, and other users of the Umuziki Service. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:

is offensive, abusive, defamatory, pornographic, threatening, or obscene;
is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of Umuziki or a third party;
includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
is intended to or does harass or bully other users;
impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Umuziki;
links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Umuziki;
interferes with or in any way disrupts the Umuziki Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Umuziki’s computer systems, network, usage rules, or any of Umuziki’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
conflicts with the Agreements, as determined by Umuziki.
You acknowledge and agree that posting any User Content that violates these User guidelines (or that Umuziki reasonably believes violates these User guidelines) may result in immediate termination or suspension of your Umuziki account. You also agree that Umuziki may reclaim your username where it is reasonable for us to do so, including if you have violated the Agreements.

Please be thoughtful about how you use the Umuziki Service and what you share. The Umuziki Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Umuziki or across the web, so please use Umuziki carefully and be mindful of your account settings. Umuziki has no responsibility for your choices to post material on the Service.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

10 Infringement and reporting User Content
Umuziki respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, see Umuziki’s copyright policy. If Umuziki is notified by a copyright holder, using the forms provided by Umuziki, that any Content infringes a copyright, Umuziki may in its sole discretion remove such Content from the Service, or take other steps that Umuziki deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to Umuziki with a request to restore the removed content, which Umuziki may or may not honor, in Umuziki’s sole discretion.

If you believe that any Content does not comply with the User guidelines, please fill out our notice form.

11 Service limitations and modifications
Umuziki will make reasonable efforts to keep the Umuziki Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Umuziki reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Umuziki Service, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Umuziki Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.

Notwithstanding the foregoing, if you have prepaid fees to Umuziki for Paid Subscriptions that Umuziki permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments, cancellations, and cooling off section), Umuziki will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that Umuziki will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. Umuziki and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.

12 Brand Accounts
If you establish a Umuziki account on behalf of a company, organization, entity, or brand (a “Brand,” and such account a “Brand Account”), the terms “you” and “your,” as used throughout the Agreements, apply to both you and the Brand. If you create a Brand Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Brand to the Agreements.

A Brand may follow users, create, and share playlists provided that the Brand does not take any action that implies an endorsement or commercial relationship between the Brand and the followed user, artist, songwriter, or any other person unless the Brand has independently obtained the rights to imply such an endorsement. In addition, Brands must be transparent to our users about disclosing any endorsements or consideration provided to artists, songwriters, users, or any other party and must comply with all applicable laws, regulations, and codes of practice when engaging in the foregoing practices.

13 Umuziki Support Community
The Umuziki Support Community is a place for discussions and exchange of information, tips, and other materials related to the Umuziki Service. By using the Umuziki Support Community you agree to the Community Terms.

14 Customer support
For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.

You can also file a complaint at the online platform for alternative dispute resolution (ODR-platform). You can find the ODR-platform through the following link: https://ec.europa.eu/consumers/odr.

15 Export control
Umuziki’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions, and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.

You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Umuziki under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

16 Term and termination
The Agreements will continue to apply to you until terminated by either you or Umuziki. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Umuziki may terminate the Agreements or suspend your access to the Umuziki Service at any time, including in the event of your actual or suspected unauthorised use of the Umuziki Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or Umuziki terminate the Agreements, or if Umuziki suspends your access to the Umuziki Service, you agree that Umuziki shall have no liability or responsibility to you, and Umuziki will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To learn how to terminate your Umuziki account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law.

Sections 7, 8, 9, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

17 Warranty disclaimer
YOU UNDERSTAND AND AGREE THAT THE Umuziki SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. Umuziki AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER Umuziki NOR ANY OWNER OF CONTENT WARRANTS THAT THE Umuziki SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, Umuziki MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE Umuziki SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND Umuziki IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF THE FOREGOING.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM Umuziki SHALL CREATE ANY WARRANTY ON BEHALF OF Umuziki. WHILE USING THE Umuziki SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.

WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING Umuziki’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

18 Limitation
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE Umuziki SERVICE IS TO UNINSTALL ANY Umuziki SOFTWARE AND TO STOP USING THE Umuziki SERVICE. YOU AGREE THAT Umuziki HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE Umuziki SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO Umuziki, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD-PARTY APPLICATIONS.

IN NO EVENT WILL Umuziki, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR
(E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US,

IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE Umuziki SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER Umuziki HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE Umuziki SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO Umuziki DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR

(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND Umuziki’S REASONABLE CONTROL.

Nothing in the Agreements removes or limits Umuziki’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW IN YOUR JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE.

19 Third party rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Umuziki, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Umuziki only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

20 Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Umuziki, the Agreements constitute all the terms and conditions agreed upon between you and Umuziki and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that certain aspects of your use of the Umuziki Service may be governed by additional agreements. That could include, for example, access to the Umuziki Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Umuziki’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

21 Severability, waiver, and interpretation
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Umuziki or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Umuziki’s or the applicable third party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof will be deemed to be followed by the words “without limitation.”

22 Assignment
Umuziki may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Umuziki may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.

23 Indemnification
You agree to indemnify and hold Umuziki harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Umuziki Service; and (4) your violation of any law or the rights of a third party.

24 Choice of law, mandatory arbitration, and venue
24.1 Governing Law / Jurisdiction
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.

Further, you and Umuziki agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). (In some cases, that jurisdiction will be “exclusive”, meaning that no other countries’ courts can preside over the matter; have jurisdiction; in other cases, the jurisdiction is “non-exclusive”, meaning that other countries’ courts may have jurisdiction as well. This is indicated in the chart as well.)

Country Choice of Law Jurisdiction
Andorra, Australia, Austria, Belgium, Czech Republic, Denmark, Finland, Greece, Hungary, Iceland, Indonesia, Ireland, Israel, Italy, Japan, Liechtenstein, Malaysia, Mexico, Netherlands, New Zealand, Poland, Romania, Singapore, South Africa, Sweden, Switzerland, Taiwan, Thailand, Vietnam Sweden Exclusive; Courts of Sweden
Bulgaria, Cyprus, Estonia, France, Hong Kong, Latvia, Lithuania, Luxembourg, Malta, Monaco, Norway, Philippines, Portugal, Slovakia, Spain, Turkey Laws of Sweden Non-exclusive; Courts of Sweden
Brazil Laws of Brazil Exclusive; State and Federal Courts of São Paulo, State of São Paulo, Brazil
Canada Not applicable to residents of Quebec: Laws of the Province of Ontario

Residents of Quebec: Laws of the Province of Quebec, Canada Not applicable to residents of Quebec: Exclusive other than for the purpose of enforcing judgments; Courts of Ontario, Canada

Residents of Quebec: Courts of Quebec, Canada
Argentina, Bolivia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay State of California, United States Exclusive; State and Federal Courts of San Francisco County, CA or New York, NY
United Kingdom Laws of England and Wales Exclusive; Courts of England and Wales in London, England
24.2 CLASS ACTION WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND Umuziki AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Umuziki agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

24.3 ARBITRATION
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 24.3. is enforceable, the following mandatory arbitration provisions apply to you:

24.3.1 Dispute resolution and arbitration
You and Umuziki agree that any dispute, claim, or controversy between you and Umuziki arising in connection with or relating in any way to these Agreements or to your relationship with Umuziki as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

24.3.2 Exceptions
Notwithstanding clause 24.3.1 above, you and Umuziki both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.

24.3.3 Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and Umuziki will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.

Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of [the relevant state or country listed in clause 24.1], without regard to choice or conflicts of law principles.

24.3.4 Time for filing
Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

24.3.5 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Umuziki's address for Notice is: [Umuziki, Attn: General Counsel, 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007, USA]. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Umuziki may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Umuziki shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award if any. In the event our dispute is finally resolved through arbitration in your favor, Umuziki shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Umuziki in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Umuziki shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

24.3.6 Modifications
In the event that Umuziki makes any future change to this arbitration provision (other than a change to Umuziki's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Umuziki's address for Notice, in which case your account with Umuziki shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

24.3.7 Enforceability
If the class action waiver at Section 24.2 is found to be unenforceable in arbitration or if any part of this Section 24.3 is found to be invalid or unenforceable, then the entirety of this Section 24.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 24.1 shall govern any action arising out of or related to the Agreements.

25 Contact us
If you have any questions concerning the Umuziki Service or the Agreements, please contact Umuziki Customer Service by visiting the About Us section of our website.

Thank you for reading our Terms. We hope you enjoy Umuziki!

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