Terms-conditions

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CONTENT PROVIDER TERMS & CONDITIONS

These Terms & Conditions govern the relationship between African Renewable Energy Distributor Ltd, a company having its registered office at Rue DeputéKayovu, B33 Kiyovu, Nyarugenge, Umujyiwa Kigali, Rwanda (“ARED”, “we”, “our”, “us”) and organisations providing content accessible by users of ARED’s mobile application (“Content Provider”, “you”, “your”).

By clicking the “Accept” button below, the Content Provider acknowledges its agreement to these Terms & Conditions. If you do not accept these Terms & Conditions or any part of them, do not click the “Accept” button.

Capitalised words used in clauses 1 to ‎11 below have the meanings given to them in clause ‎12 below.

Grant of Licences
1.1 You hereby grant to ARED a royalty-free, non-exclusive licence to use, display andpublishyour Contenton the ARED Service.

1.2 You also hereby grant to ARED a royalty-free, non-exclusive licence to use, distribute, transmit and publicly displayyour Marks on the ARED Service and within the ARED App in connection with the promotion of your Content via the ARED Service. We shall promote the Content at our sole discretion.

1.3 ARED shall have the right to alter, edit or modify your Contentas necessary to enable theContent to be displayed on the ARED Service, provided such changes do not materially alter or detract from the Content.

ARED API
2.1 We hereby grant to you a personal, non-exclusive, non-sublicensable, non-transferable and fully revocable licence to access and use the ARED API for the purposes delivering Content to us and accessing data relating to the Content displayed on the ARED Service (such as data showing the number of Users streaming your Content in a certain period).

2.2 Youshall deliver Content to us via the ARED API using the streaming formats, bit rates and other technical specifications we specify from time to time.

2.3 You shall be solely responsible for establishing and maintaining your own access to the ARED API and for configuring, testing and maintaining your systems to ensure correct interoperation with the ARED API at all times. You acknowledge that in order to use the ARED API, we may require you to implement certain technology arrangements from time to time, and you will implement and maintain such technology arrangements prior to using or continuing to use the ARED API.

2.4 You acknowledge that the underlying technology relating to the ARED API is not error-free and may be subject to interruption and/or delay and that the existence of such errors, interruption or delay shall not constitute a breach by ARED of these Terms & Conditions. ARED shall not be liable for any data transmission errors such as data loss or damage or alteration of any kind or for the security or confidentiality of information transmitted using the ARED API.

2.5 You shall ensure that you and your personnel do not introduce any viruses into the ARED API or our systems.

2.6 You must not, and must not permit your personnel or any other person to, modify, decompile, reverse-engineer or disassemble the ARED API or any part of it.

2.7 You acknowledge that we reserve the right to suspend immediately your access to the ARED API whenever we deem such action necessary or prudent at our sole discretion. We shall have no liability towards you in the event of any losses suffered as a result of such suspension.

Management of Content
3.1 The management of Content you and other content providers provide is at our absolute discretion. ARED offers no guarantee that the Content you or any other party provide will be displayed or published on the ARED Service at any particular time or in any particular location.

3.2 We may reject any Content you provide using the ARED API atour sole discretion and for any reason. You must not provide to us Content which is offensive, harmful, abusive, obscene, defamatory or otherwise unlawful.

3.3 We have the right, but not the obligation, to remove from the ARED Service without notice any Content you provide whenever we deem such action necessary in our absolute discretion. If we do remove your Content, we may request that you deliver replacement Content to us and you must deliver such replacement Content within 24 hours of our request.

3.4 You shall immediately notify usupon becoming aware that any Content you have providedto us isoffensive, harmful, abusive, obscene, defamatory or otherwise unlawful. Upon receipt of your notification, we may remove the Content from the ARED Service or request that you provide replacement Content at our sole discretion.

Revenue Share
4.1 You agree that each party will receive the following percentage share of the Revenue:

(A) ARED: 70%;

(B) the Content Provider: 30%.

4.2 Within thirty (30) days of the end of each calendar quarter, ARED shall pay you your portion of the Revenue for the preceding calendar quarter. At your option, payment shall be made by:

(A) bank transfer to such bank account as you notifyto us from time to time; or

(B) a cheque written for the benefit of such bank account as you notifyto us from time to time and which will be made available for collection in person at the time and from such address as we notify to you.

4.3 If an advertiser (in the case of Free Content) or a User (in the case of Paid-for Content) defaults on payment of any portion of the Revenue to ARED, ARED shall not be liable to the Content Provider for the relevant portion of such Revenue to which the Content Provider may have otherwise been entitled.

Content Provider Warranties
5.1 You represent, warrant and undertake to us that:

(A) you are a duly registered business with full capacity, power and authority to enter into, deliver and perform your obligations under and in accordance with these Terms & Conditions;

(B) there are no existing agreements or arrangements with third parties the terms of which prevent you from entering into these Terms & Conditions, nor are there any actions, suits, proceedings or regulatory investigations pending or threatened against you that may affect your ability to perform your obligations under these Terms & Conditions; and

(C) you have (and will continue to have or hold) all necessary licences, permits, consents and approvals necessary to deliver Content to us and otherwise perform your obligations under these Terms & Conditions.

Intellectual Property Rights
6.1 ARED and/or its licensors own the Intellectual Property Rights subsisting in or arising in connection with the ARED API, ARED App and ARED Service and any other materials provided to you by us and, except as licensed to you under and in accordance with theseTerms & Conditions, you shall not acquire any rights to those Intellectual Property Rights or in any other Intellectual Property Rights owned by us and/or our licensors.

6.2 The Content Provider and/or its licensors own the Intellectual Property Rights subsisting in or arising in connection with the Content and the Marks and, except as licensed to us under and in accordance with theseTerms & Conditions, we shall not acquire any rights to those Intellectual Property Rights or in any other Intellectual Property Rights owned by you and/or your licensors.

Liability and Indemnity
7.1 To the extent permitted by law, we disclaim all warranties, conditions, guarantees, representations and statements with respect to the ARED API, the ARED App and the ARED Service, either express or implied, whether by statute or otherwise. We hereby exclude liability to you for any loss of profits, business, revenue, data or goodwill, or for indirect or consequential loss or damage which may arise out of or in connection with these Terms & Conditions.

7.2 Subject to clause ‎7.3, in no event shall our liability, regardless of the cause of action and losses suffered by you, exceed RWF 500,000.

7.3 Neither party excludes liability for death or personal injury to the extent that the same arises as a result of its negligence or the negligence of its personnel.

7.4 The Content Provider shall indemnify ARED for all losses, liabilities, damages, costs and expenses incurred or suffered by it in connection with: (i) any non-compliance with these Terms & Conditions by the Content Provider or any act or omission of the Content Provider or its personnel; or (ii) any claim or allegation made against ARED by a third party arising from the acts or omissions of the Content Provider or its personnel, including any claim or allegation that the Content provided by the Content Provider infringes a third party’s Intellectual Property Rights.

Confidentiality
8.1 Each party (the “receiving party”) acknowledges that it may acquire or be exposed to information that is proprietary or confidential to the other party (the“disclosing party”), and that unauthorised disclosure of such information may be highly prejudicial to the interests of the disclosing party. The receiving party undertakes to hold all such information in strictest confidence and not to disclose such information to third parties nor to use such information for any purpose save as may be strictly necessary for the purpose of performing its obligations under these Terms & Conditions or as otherwise may be required by any applicable law or regulation, or order of a court of competent jurisdiction.

Term and Termination
9.1 These Terms & Conditions shall become effective between the parties on the date of the Content Provider’s acceptance of them and shall continue unless terminated or suspended by ARED by giving notice to the Content Provider.

9.2 All rights and obligations of the partiesunder these Terms & Conditions shall cease to have effect immediately upon termination of these Terms & Conditions except for any rights or liabilities which have accrued up to the date of termination.

Changes to these Terms & Conditions
10.1 ARED may change or supplement these Terms & Conditions at any time by notice to the Content Provider.

General
11.1 The law of Rwanda applies to these Terms & Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (and to any non-contractual obligations arising out of or in connection with them). The parties agree that the courts of Rwanda will have exclusive jurisdiction to hear any dispute or claim arising out of or in connection with these Terms & Conditions or their subject matter or formation (including non-contractual obligations, disputes or claims).

11.2 These Terms & Conditions (as they may be amended from time to time by ARED) shall constitute the entire agreement between the parties in respect of their subject matter. Each party acknowledges that in entering into these Terms & Conditions it has not relied on any representation, warranty or other assurance (except those set out in these Terms & Conditions) made by or on behalf of any other party before the date of these Terms & Conditions. Each party waives all rights and remedies which, but for this clause ‎‎10.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this clause‎11.2 limits either party’s liability for fraud.

11.3 The Content Provider shall not transfer, assign, sub-contract, novate or otherwise dispose of all or any of its rights and/or obligations under these Terms & Conditions without ARED’s prior written consent.

11.4 No failure or delay by ARED to enforce or exercise, or any partial, single or defective exercise of enforcement, of any right, remedy, power or privilege given to ARED pursuant to these Terms &Conditions shall constitute a waiver or partial waiver of any right, remedy, power or privilege or operate to prevent the exercise or enforcement of any further right, remedy, power or privilege at any subsequent time.

11.5 If any of these Terms &Conditions is found to be illegal, void, invalid or unenforceable under the laws of any jurisdiction this will not affect the legality, validity and enforceability of the remainder of these Terms & Conditions in that jurisdiction, and the legality, validity and enforceability of these Terms & Conditions in their entirety in any other jurisdiction shall not be affected.

11.6 Nothing in these Terms & Conditions shall be construed as constituting a partnership or agency between ARED and the Content Provider for any purpose.

11.7 Nothing in these Terms &Conditions shall confer, nor be intended to confer, any right or benefit on any third party.

Definitions
12.1 “ARED API” means the API made available by ARED from time to time enabling the Content Provider to connect to ARED’s systems, deliver Content to ARED for display on the ARED Service and access data relating to that Content on the ARED Service.

12.2 “ARED App” means the mobile application developed by ARED which among other things enables Users to access the ARED Service, and any updates, upgrades, bug fixes and patches to, and new versions of, that application.

12.3 “ARED Service” means a service available to Users who connect their mobile devices to ARED’s mobile WiFi stations (known as “smart solar kiosks”) enabling themto stream Content.

12.4 “Content” means any form of digital content, including but not limited to text, images, photographs, sound or music content, graphics, visual or audiovisual content, logos and metadata.

12.5 “Free Content” means Content such as news broadcasts which may be provided by the Content Provider to ARED and made available to Users on the ARED Service free of charge and together with advertisements.

12.6 “Intellectual Property” means trademarks, patents, copyrights, design rights (whether registered or unregistered), know-how, database rights and all other intellectual property (and “Intellectual Property Rights” shall be construed accordingly).

12.7 “Marks” means the trademarks, trade names, logos or brands owned by or licensed to the Content Provider.

12.8 “Paid-for Content” means Content such as music and movie content which may be provided by the Content Provider to ARED which is made available to Users on the ARED Service in return for payment of a fee.

12.9 “Revenue” means: (i) in relation to Free Content, the revenue generated by ARED in a calendar quarter from advertisers paying for advertisements to be displayed in association with the Content; and (ii) in relation to Paid-for Content, the revenue generated by ARED in a calendar quarter from sales of the Content to Users.

12.10 “User” means any person who downloads the ARED App to his or her mobile device.

By clicking the “Accept” button, the Content Provider acknowledges agreement to these Terms & Conditions.

“I Accept”
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