Terms and Conditions

Welcome to www.urbncntrl.com

These terms and conditions outline the rules and regulations for the use of the Website of Urban Central Nigeria Limited (‘Urban Central’ of ‘the Company’), located at www.urbncntrl.com. By accessing this website, we assume you accept these terms and conditions. Do not continue to use www.urbncntrl.com if you do not agree to take all of the terms and conditions stated on this page. The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements:

  • "Client", "You" and "Your" refers to you, the person who log on to this website and is compliant with the Company’s terms and conditions.
  • "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company.
  • "Party", "Parties", or "Us", refers to both the Client and ourselves.
Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Eligibility

By signing on to use our Services, you are warranting that you are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, business, or organization, you represent and warrant that you are authorized to do so.

Age Restriction

Our Services are directed to people from the ages of 18 and above. You are only permitted to use the Services if you are aged 18 or older. We do not knowingly engage people younger than the age of 18. If as a parent or guardian, you become aware that your child or ward child has provided us with any information without your consent, please contact us through the details provided in these Terms.

Intellectual Property

Unless otherwise stated, we and/or our licensors own the intellectual property rights and materials of our Platform subject to the license below. All text, formatting (including without limitation the arrangement of materials on our Platform and the graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos and other materials and information on the Platform are subject to our and/or our licensors and licensee’s intellectual property rights (collectively the “Content”). We do not grant you any right, license, title or interest to any of our intellectual Property rights which you may or may not have access to. The only exception is if we are publishing the intellectual property of another person/entity on the website and there is an understanding of the use and exploitation of the intellectual property with that person, then such understanding shall serve as an exception to this provision. This Content may not be copied, reverse-engineered, decompiled, disassembled, modified or reposted to other Platforms. Nothing on our Platform should be construed as granting by implication or otherwise, any license or right to use any trademark displayed on our Platform without our written permission or that of such third party that may own the trademark. You agree to take such actions including executing any documents that may be needed to further affirm our intellectual property rights.

License to Use our Services

We grant you a non-assignable, non-exclusive and revocable license to use the website in the manner permitted by these Terms. This license grant includes all updates and upgrades. The Services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. Nothing in these Terms gives you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, titles and interests in and to the Services are and will remain our and/or licensors’ exclusive property. You also agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from our software.

Unless otherwise stated, Urban Central and/or its licensors own the intellectual property rights for all material on www.urbncntrl.com. All intellectual property rights are reserved. You may access this from Urban Central for your personal use subject to restrictions set in these terms and conditions.

You must not:

  • Republish material from the Urban Central Website;
  • Sell, rent or sub-license material from the Urban Central Website;
  • Reproduce, duplicate or copy material from the Urban Central Website; or
  • Redistribute content from the Urban Central Website You may not use our Service in connection with any product, service, transaction or activity that:
  • violates any law or government regulation, or promotes or facilitates such by third parties;
  • violates any rule or regulation of Visa, MasterCard, Verve or any other electronic funds transfer network (each, a “Card Network”);
  • is fraudulent, deceptive, unfair or predatory;
  • causes or threatens reputational damage to us or any Card Network; or
  • results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability.

A&R community

Outside the regular users and artists that would normally visit the site, we may have members of the music community that may access the site to maintain a community for Artists and Repertoire (A&R) services. The community shall consist of members that are music enthusiasts and experienced music consumers, the purpose of bringing them together is to form a group that can properly analyze songs, lyrics, and trends and help advise Artists and producers on how to better improve their content to maximize public engagement. The members of this community or those accessing the website to join this community shall be bound by these Terms and Conditions, in addition to the provisions of this clause. The membership of the community platform of the website (especially for music review and song rating) is to be regarded as a volunteer and shall not be construed as being an employee, contractor, agent or representative of Urban Central, for all intent and purposes. Urban Central shall have no contractual obligations to every member of this community. Each member of the community shall indemnify and hold harmless, Urban Central, from any claims arising from any damages, loss or claims arising from a breach of these terms and conditions, misrepresentation to third parties, or any other actions contrary to the intent behind their engagement.

A&R community

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Urban Central does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of Urban Central, its agents and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Urban Central shall not be liable for the Comments or any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website. Urban Central reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes a breach of these Terms and Conditions. You warrant and represent that: · You are entitled to post the Comments on our website and have all necessary licenses and consents to do so; · The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party; · The Comments do not contain any defamatory, libellous, offensive, indecent or otherwise unlawful material which is an invasion of privacy.

Third-Party Services

Urban Central may use third parties to provide certain services accessible through the Site, including but not limited to YouTube. Urban Central does not control those third parties or their services, and you agree that Urban Central will not be liable to you in any way for your use of such services. These third parties may have their terms of use and other policies. You must comply with such terms and policies as well as this Agreement when you use these services. If any such terms or policies conflict with this Agreement or any other agreement or policy of Urban Central, you must comply with this Agreement or the Urban Central agreement or policy, as applicable.

Proprietary Rights

The Site and the content, marks, logos, and other materials on the Site (“Site Content”) are protected by copyright, trademark, and other laws of the Federal Republic of Nigeria and foreign countries. You acknowledge and agree that the Site and Site Content, including all associated intellectual property rights, are the exclusive property of Urban Central and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Site Content. All trademarks, service marks, logos, trade names, and any proprietary designations of Urban Central used herein are trademarks or registered trademarks of Urban Central. Any other trademarks, service marks, logos, trade names, and other proprietary designations are the trademarks or registered trademarks of their respective parties.

Copyright Infringement Claims

Urban Central respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. Urban Central will promptly remove or disable materials from the Site that Urban Central believes in good faith, following its receipt of notice by the requirements below, that the materials infringe a third party’s rights. Whether or not Urban Central disables access to or removes materials, Urban Central may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that Urban Central has received notice of an alleged violation of intellectual property rights or other violation. Urban Central may also, at its discretion, terminate the accounts of repeat copyright infringers or of those who post inaccurate or unlawful content. Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice. Procedure for Reporting Claimed Infringement If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing: · Your name, telephone number, address, and e-mail address; · A description of the copyrighted work that you claim has been infringed; · A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site; · A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; · A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and · Your electronic or physical signature. · Please submit your notice to our email: eomole@urbncntrl.com Representations and Warranties You warrant and represent that: (i) you have the full power and authority to enter into and perform under this Agreement, which is a valid, legal, and binding agreement between the parties; (ii) your use of the Site and/or Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations; (iii) there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your content or materials furnished to Urban Central by you in connection with the Site and/or the Services; (iv) Urban Central will not be required to make any payments to any third party in connection with your use of the Services and/or Site; and (v) the content and materials furnished by you to Urban Central via the Site and/or in connection with the Services do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

Breaches of these Terms

Without prejudice to other rights accruable to us under these Terms, any breach of these Terms will warrant our institution of such measures that we deem appropriate to deal with the breach, which may include but shall not be limited to suspending or prohibiting your access to and/or use of the platform and services blocking computers using your IP address from accessing our Services, contacting your internet service provider to request that they block your access to our Service and/or bringing court proceedings against you. Updates, Modifications and Amendments We reserve the right to update, modify, change or revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We advise that you check this page often, referring to the date of the last modification on the page. We will also try to notify you of any material changes which could be done via email associated with your account or service notification. By continuing to use our Services after the changes become effective, you agree to be bound by the revised Terms.

Warranty Disclaimer

Urban Central provides the site and services on an “as is” and “as available” basis. urban central does not represent or warrant that the site, services, or its use: (i) will be uninterrupted, (ii) will be free of inaccuracies or errors, (iii) will meet your requirements, or (iv) will operate in the configuration or with the hardware or software that you use. We try to keep our platform and services available at all times, bug-free and safe, however, you use it at your own risk. We provide the platform and the content “as is” with no warranty, express or implied, of any kind (including any implied warranty or condition of merchantability, fitness for a particular purpose, availability, security, title, and non-infringement of intellectual property rights). without limiting the generality of the foregoing, we make no warranty that our platform, products and services will meet your requirements or that our platform will be 100% fraud or fail-proof, remain free from any interruption, bugs, inaccuracies, and error-free. Your use of our services is at your own risk and you alone will be responsible for any damage that results in loss of data or damage to your computer system. No advice or information, whether oral or written obtained by you from our platform or our services will create any warranty or condition not expressly stated. Urban Central will not be liable to you or any third party for any consequential, incidental, indirect, punitive, or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to, or connected with the use of the urban central service, based on any cause of action, even if advised of the possibility of such damages. Urban Central warrants that it shall use its best endeavours to ensure that the service operates optimally at all times by the best industry standard.

Limitation of Liability

Under no circumstance shall we be liable for any direct, indirect, incidental punitive, consequential, special or exemplary damages, including damages resulting from revenue loss, profit loss, use, data, goodwill, business interruption or any other intangible losses (whether or not we have been advised of the possibility of such) arising out of our platform or services (including, without limitation to inability to use, or arising from the result of the use of our platform or services) whether such damages are based on warranty, tort, contract, statute or any other legal theory. Some jurisdictions do not allow the exclusion of certain warranties or limitations on the scope and duration of such warranties, so the above disclaimers may not apply to you in their entirety but shall apply to the maximum extent permitted by applicable law.

Indemnification

You hereby indemnify us and undertake to keep us, our staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of any breach by you of any provision of these Terms, or arising out of any claim that you have breached any provision of these Terms. You hereby undertake to indemnify and hold us harmless from and against any claim, suit or proceeding brought against us arising from or in connection with violations of Intellectual Property or other rights of third parties about your use of the Services.

Dispute Resolution

The Parties (both you and Urban Central) hereby undertake to use their reasonable and best endeavours to amicably resolve any dispute or misunderstanding that may arise from the use of this website. Where the Parties are unable to resolve any dispute amicably within thirty (30) days of communication and exchanging correspondence, after the dispute arises, such dispute shall be referred to a single Mediator jointly appointed by the Parties hereto. Where the Parties are unable to agree on the choice of a single Mediator, they shall jointly apply to the President for the time being of the Chartered Institute of Mediators of Nigeria, or his delegate, who shall appoint a single Mediator to resolve any referred dispute. The Arbitration and Conciliation laws of the Federation of Nigeria currently in force, shall apply to the Mediation. The Mediation shall be governed by the Laws of the Federal Republic of Nigeria. The Mediation proceedings shall take place in Lagos, Nigeria. Without prejudice to the foregoing, you agree that, in its sole discretion, Urban Central may also bring any claim we have against you related to efforts to abuse, interfere, or engage with our products in unauthorized ways in the country in which you reside that has jurisdiction over the claim.

Miscellaneous

This Agreement will be binding upon each party hereto and its successors and permitted assigns and governed by and construed by the laws of the Federal Republic of Nigeria without reference to conflict of law principles. Only if the Disputes Resolution clause is deemed to be null and void, then all disputes arising between you and Urban Central under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts within Nigeria, and you and Urban Central hereby submit to the personal jurisdiction and venue of these courts. This Agreement will not be assignable or transferable by you without the prior written consent of Urban Central. Urban Central may freely assign or transfer any rights granted by you to it under this Agreement. This Agreement (including all of the policies and other agreements described in this Agreement, which are hereby incorporated herein by this reference) contains the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not be deemed to limit or affect any of the provisions hereof.

Copyright Infringement Claims

Urban Central respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. Urban Central will promptly remove or disable materials from the Site that Urban Central believes in good faith, following its receipt of notice by the requirements below, that the materials infringe a third party’s rights. Whether or not Urban Central disables access to or removes materials, Urban Central may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that Urban Central has received notice of an alleged violation of intellectual property rights or other violation. Urban Central may also, at its discretion, terminate the accounts of repeat copyright infringers or of those who post inaccurate or unlawful content. Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice. Procedure for Reporting Claimed Infringement If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing: · Your name, telephone number, address, and e-mail address; · A description of the copyrighted work that you claim has been infringed; · A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site; · A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; · A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and · Your electronic or physical signature. · Please submit your notice to our email: eomole@urbncntrl.com Representations and Warranties You warrant and represent that: (i) you have the full power and authority to enter into and perform under this Agreement, which is a valid, legal, and binding agreement between the parties; (ii) your use of the Site and/or Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations; (iii) there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your content or materials furnished to Urban Central by you in connection with the Site and/or the Services; (iv) Urban Central will not be required to make any payments to any third party in connection with your use of the Services and/or Site; and (v) the content and materials furnished by you to Urban Central via the Site and/or in connection with the Services do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.