Please read these Terms carefully before using the Soundhalla service. By signing up and using the Soundhalla service, you agree to be bound by these Terms. INTRODUCTION AND ELIGIBILITY Soundhalla is a global music marketing agency service that provides independent artists with a platform for getting feedback on their music from listeners. It provides listeners the ability to earn money by streaming and reviewing new artist’s music. Membership of the service is conditional upon acceptance and compliance with the terms, conditions, notices and disclaimers contained in this document and elsewhere on the site, referred to hereafter. Binding agreement. These terms constitute a binding agreement between you and Soundhalla Limited. and its affiliates and subsidiaries (“Soundhalla” “We” “Us”). “You”, “User” and “Users” shall mean all visitors to and users of the Soundhalla service, including artists who pay for campaigns and listeners who listen to and review artists’ submissions. You accept these Terms each time you access the Soundhalla service. If you do not accept these Terms, you must not use the Soundhalla service. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Soundhalla and in any event you represent that you are otherwise able to enter into a valid and binding contract. Geographical Eligibility. Soundhalla provides the Soundhalla service for use within Nigeria. Soundhalla makes no representation that the Soundhalla Service or its content is appropriate or available for use in locations outside Nigeria. By registering for or using the Soundhalla Service, you acknowledge that you may only obtain the Service within Nigeria. Revision of Terms. We may revise these terms at any time by posting an updated version. Your continued use of the Soundhalla service after a change to these Terms constitutes your acceptance of the updated terms. Posting. The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying or similar action on the Soundhalla Service. For an instance as an artist, you post your music by uploading and linking to it when you apply for a campaign on the Sounhalla Service. As a listener, you any submit review of artist’s music that you have listened to. No Relationship to Any Streaming Service and Listeners/ Influencers Not Paid to Endorse or Promote Artist’s Work. We are an independent organization that helps link artists seeking feedback on their music to knowledgeable listeners who enjoy music on successful and popular streaming services (Spotify, Audiomack, Boomplay e.t.c) and are willing to listen to and review artist’s submissions. SOUNDHALLA IS NOT AFFILIATED WITH OR A PART OF ANY STREAMING SERVICE. PAYING FOR A CAMPAIGN DOES NOT GUARANTEE THAT A SONG WILL BE ADDED TO ANY PALYLIST ON ANY STREAMING SERVICE. LISTENERS ARE PAID ONLY TO REVIEW ARTIST’S SUBMISSIONS, IF THEY LIKE WHAT THEY HEAR, THEY MAY ADD IT TO A PLAYLIST, BUT THAT DECISION IS SOLELY AT THE LISTENER’S DISCRETION. THE SOUNDHALLA SERVICE (DESCRIPTION OF SERVICE) The “Soundhalla Service” and the “Services” mean any websites, mobile applications and any other services under the control of Soundhalla Limited, whether partial or otherwise, related to providing an online, mobile, or other digital platform Soundhalla services including www.soundhalla.com and the Soundhalla app. Privacy and Confidentiality. Soundhalla protects information it receives in conformance with obligations to businesses with which it may have contractual relationships Permission to use the service. We grant you permission to use the Soundhalla Service subject to the restrictions in these Terms. Your use of the Soundhalla Service is at own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. CHILDREN ARE NOT ELIGIBLE TO USE THE SOUNDHALLA SERVICE Children. No part of the Soundhalla Service is directed to persons under the age of 13. IF YOU ARE UNDER THE AGE OF 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. YOUR ACCOUNT You are responsible for your log-in credentials and for keeping your information accurate. You are responsible for any activity resulting from the use of your log-in credentials on the Soundhalla Service. Your Log-In Credentials. To use the Soundhalla Service, you will have a log-in information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Soundhalla Service and to preserve the confidentiality of your username and password, and any device that you use to access the Soundhalla Service. You agree to notify us immediately of any breach of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Soundhalla by e-mail to support@soundhalla.com . You will be solely responsible for the losses incurred by Soundhalla and others due to any unauthorized use of your account. COMMUNICATIONS You agree to receive email from us at the email address you provided to us for customer service-related purposes and for other purposes contemplated by these Terms. Electronic Notices. By using the Soundhalla or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Soundhalla Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Soundhalla Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@soundhalla.com. PURCHASES AND PAYMENTS Orders Placed on the Soundhalla Sites. By placing an order, you represent that the services ordered will be used only in a lawful manner. For example, artist campaigns are purchased for private use. Soundhalla reserves the right, with or without prior notice: to discontinue any campaign; to impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all transaction(s); and/or to refuse to provide any user with any product or service. Campaign Payments. PAYMENT FOR A CAMPAIGN DOES NOT GUARANTEE THAT YOUR SONG(S) WILL BE ADDED TO A PLAYLIST. When you pay for a campaign, you are paying for your song(s) to be reviewed; you are not paying for your song(s) to be placed on a playlist. That decision is in the sole discretion of the listeners who listen to and review your music. Soundhalla does not guarantee that any song will be placed on a playlist. You agree to pay all charges that may be incurred by you or on your behalf through the Soundhalla or our authorized payment vendor, at the price(s) in effect when such charges are incurred, including without limitation all processing charges. In addition, you remain responsible for any taxes that may be applicable to your transactions. Listener Payments. LISTENERS ARE PAID FOR LISTENING TO AND REVIEWING SONGS, NOT PLACING THEM ON PLAYLISTS. Listeners may be paid to listen to and reviewing submissions. If a listener who has listened to and reviewed a song chooses to add that song to a playlist, he or she does so at his or her sole discretion. Once listeners are eligible to receive funds, funds earned by listeners are available to be paid once a listener’s account balance reaches a minimum required balance. We may (a) withhold and offset any payments or refunds owed to you against any fees you owe us under these Terms or otherwise, or (b) require you to refund to us any overpayments we have made to you. If you dispute any payment made or withheld relating to the Service, you must notify us in writing within 14 days of any such payment. Failure to give written notice within 14 days waives any such claim. To ensure proper and timely payments, you are responsible for providing any maintaining accurate contact and payment information in your account. We reserve the right to withhold payments if we suspect a breach of these Terms, misuse of the Service, illegal conduct, or some other violation of the law or the Soundhalla Terms (a “Violation”). If we determine a violation has occurred, all or part of your balance may be forfeit. Refunds. We do not offer refunds for paid campaigns under any circumstances, including if you are an artist and have submitted a song that fails to be reviewed by a listener. Promotions. From time to time, we may offer sweepstakes, contests, and other promotional events in which you may choose to participate (“Promotions”). By participating in any such Promotion, you become subject to those rules, which may vary from these Terms. You should carefully review the rules, if any, of each Promotion in which you participate through the Soundhalla Service. These Terms will remain in full force and effect as long as you remain a user of the Soundhalla Service. To the extent there is a conflict between these Terms and the rules of the Promotion in which you choose to participate, the rules shall govern. SOUNDHALLA CONTENT OWNERSHIP AND USE Soundhalla owns or has rights to all the content we make available through the Soundhalla Service, but you may use it as you use the Soundhalla Service. You cannot use our logo without our written permission. The contents of the Soundhalla Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Soundhalla content (collectively, “Soundhalla Content”). All Soundhalla Content and the compilation (meaning the collection, arrangement, and assembly) of all Soundhalla Content are the property of Soundhalla or its licensors and are protected under copyright, trademark, and other laws. Except as expressly authorized in writing by Sondhalla, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Soundhalla Service or the Soundhalla Content, in whole or in part. License to You. We authorize you, subject to these Terms, to access and use the Soundhalla Service and the Soundhalla Content solely for your personal use of the Soundhalla Service, at our discretion, and do not permit use of any data mining, robots, scraping, or similar data gathering or extraction methods. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Soundhalla Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Soundhalla Content on any copy you make of the Soundhalla Content. Soundhalla Marks. Soundhalla, the Soundhalla logo, and other Soundhalla logos and product and service names are or may be trademarks of Soundhalla (the “Soundhalla Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Soundhalla Marks. INTELLECTUAL PROPERTY RIGHTS AND YOUR LICENSE TO USE Your User Content. The Soundhalla Service may provide you with the ability to post or share content including posts, text, comments, photos, videos, music, links, and files to share with other users (“Your User Content”). For instance, as an artist you may upload or otherwise share music to be reviewed, or as a listener, you may post a review. By using the Service, some Personal Information such as your name and any other information contained in Your User Content may be accessible to other users. You should not post Personal Information if you wish to keep that information private. You are solely responsible for Your User Content on the Soundhalla Service. Soundhalla does not endorse any, nor is it responsible for, Your User Content. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. Soundhalla Claims No Ownership. Soundhalla claims no ownership or control over content you share with or post to the Soundhalla Service. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Soundhalla Service. You are responsible for protecting those rights. Soundhalla’s Use of Content Shared on the Soundhalla Service. By creating, posting, or sharing non-Soundhalla content on or through the Soundhalla Service, and subject to Soundhalla’s Privacy Policy, you grant Soundhalla a world-wide, non-exclusive, sub-licensable, royalty-free, transferable license to use, modify, remove, publish, transmit, or display that content for any purpose without compensation to you, including for the purpose of promoting Soundhalla and its services. You waive any rights you may have regarding such content being altered or manipulated in any way that may be objectionable to you. Soundhalla will not share Personal Information for use in advertising and personalization outside of the Soundhalla Service without your permission. You may edit or delete content you post at any time. Copies of content you post may persist in backup files for a period of time, but will not be available to others. Soundhalla reserves the right to refuse to accept, post, display, or transmit any content you post in its sole discretion. You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the Soundhalla Service, any right, title, or interest in or to such content delivered via the Soundhalla Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content. You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Soundhalla Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of content you post on or through the Soundhalla Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of content you post on the Soundhalla Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Soundhalla Service. You also acknowledge and agree that any content you post is non-confidential and non-proprietary. You hereby agree to indemnify, defend and hold harmless Soundhalla Limited and its affiliates and partners, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all losses incurred in connection with any claims by a third party arising out of or relating to your breach of these Terms The Soundhalla Service Contains Content from Users and other Soundhalla Licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Soundhalla Service. SOUNDHALLA’S LIABILITY We are not liable for the actions of users when they use the Soundhalla Service. We may also change the Soundhalla Service at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you encounter using the Soundhalla Service or other websites. Changes to the Soundhalla Service. We may change, suspend, or discontinue any aspect of the Soundhalla Service at any time, including hours of operation or availability of the Soundhalla Service or any feature, without notice or liability. User Disputes with other Users and Third Parties. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Soundhalla Service, including from time to time, any interactions with other artists, listeners, and other users, generally. Listeners are not employed by Soundhalla. If you are an artist, a listener is a third party for purposes of these Terms. As an artist, listener, or other user, you assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Soundhalla of all claims, demands, and damages in disputes among users of the Soundhalla Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Soundhalla Service. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Soundhalla Service, including content licensed by third parties. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Soundhalla Service. Use the Soundhalla Service at your own risk. Third-Party Websites. The Soundhalla Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them. Released Parties Defined. “Released Parties” include Soundhalla and its affiliates, officers, directors, employees, agents, partners, and licensors. MODIFICATION OF THESE TERMS Creative Action Network reserves the right to amend or modify these Terms at any time or from time to time. When these Terms are changed, you shall be given notice of the changes and directed to the page on our Website where the new Terms can be viewed. Your continued use after the publication of the new Terms shall constitute your acceptance of the new Terms. If you do not wish to accept the new Terms, your sole remedy shall be to cease the use of the Soundhalla Service. GENERAL TERMS Governing Law. These Terms and all matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of …… Headings. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms. Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Entire Agreement. These Terms constitute the sole and entire agreement of the parties to these Terms with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No Third-party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.