TERMS OF SERVICE

TERMS OF SERVICE

AS OF APRIL 1, 2025

Effective Date: 01 April 2025

You and Afro Soundtrack Ltd (“Afro Soundtrack” or “us”) agree that your access to and use of the Site and Services (as defined below) is subject to your agreement to the terms and conditions listed below will become a binding agreement between you and Afro Soundtrack (the “agreement”). Afro Soundtrack is willing to allow you access to the Site and is willing to perform the requested services (the “Services”) only upon the condition that you accept all of the terms of this agreement. Please read the agreement carefully, including the Definitions section at the end. After reading the agreement, if you agree and wish to create an account with us to use the Services (each, an “Account”), please indicate your decision by clicking on “Create Account”. If you do not agree to all the terms and conditions of this agreement, do not register to use the Services.

Please be aware: This agreement includes a binding arbitration clause and a class action waiver, which affect your legal rights when it comes to resolving disputes. By using the service, you agree that any disputes between you and us will be handled through binding individual arbitration, and that you waive your right to join a class action lawsuit or class-wide arbitration. Details on certain exceptions and how you can opt out of arbitration are provided below.

If you are using the Site, entering into this agreement for the Services, registering and creating an Account and/or providing information to us on behalf of one or more other writers, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorized to do so on behalf of the applicable people or entities and to bind them to this agreement. As used herein, the term “you” includes all such people and entities.

GRANT OF RIGHTS

During the Term and Exploitation Period, you hereby grant to Afro Soundtrack, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest (“Your Interest”) in and to the musical compositions you submit to Afro Soundtrack via the Site (“Compositions”), except for

(i) Sync Licensing, which we have a non- exclusive right to, and

(ii) any other Services from which you expressly opt-out as permitted via your Account (these are referred to collectively as the “Exclusions”). Except as provided in the preceding sentence, the rights you grant to Afro Soundtrack include, without limitation, the following sole and exclusive rights, licenses, privileges and authority throughout the Territory with respect to Your Interest in and to all Compositions, whether now in existence or whether created during the Term, as follows:

To register Your Interest in the Compositions with Collective management organisations in accordance with their current rules, terms and conditions. If you are already registered, we will require your signature on one or more letters of direction to enable us to administer your account on your behalf during the Term and Exploitation Period. For the avoidance of doubt, we will not be able to start collecting Net Sums on your behalf unless and until the Registration is accurately completed, including, without limitation, acceptance of the registration of Your Interest in the Compositions by all relevant performance rights organizations and collective management organizations.
To perform and license others to perform Your Interest in the Compositions (including, without limitation, publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, Internet, mobile telecom, or by any other means or media, whether now known or hereafter conceived or developed, including, without limitation, the right to grant so-called “direct” performance licenses (including the writer’s share of performance).
At your request or with your permission, to substitute new titles for any of the Compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and to prepare derivative works based on the Compositions, regardless of any so-called “moral rights”.
To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads (including so-called limited, conditional or “tethered” downloads), streams (on an interactive or non-interactive basis), podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, physical, digital or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes and any and all media, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, streaming services, karaoke services, jukebox services, background music services and any and all other means and devices, whether now known or hereafter conceived or developed.
To grant, administer, and collect royalties from blanket audiovisual and audio-only licenses, including “micro sync” licenses as commonly understood in the music publishing industry (collectively, “Blanket Licenses”) except you opt by sending a notice in writing to info@afrosoundtrack.com.

Blanket Licenses cover uses of Compositions (including lyrics and metadata) in content such as videos, art tracks, on-site ads, and other audiovisual materials across social media, user-generated content, presentations, apps, digital experiences, and platforms like MTN Streaming App, Airtel Streaming App, YouTube, TikTok, Snapchat, Facebook, Instagram, digital fitness programs, and Web3 environments.

Afro Soundtrack may synchronize Compositions with audiovisual content and create derivative works via platform features. Unless you opt out via your Account (e.g., for YouTube, which may be opted out of per songwriter), Afro Soundtrack may license your Compositions on YouTube and monetize videos containing them by enabling ads. You can review and confirm these videos in your Account.

To print, publish, sell and multiply, and to authorize others to print, publish, sell and multiply, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
To reproduce, modify, display, encode, integrate or otherwise exploit the credit data and metadata associated with the Compositions.
To sublicense any or all of the rights granted herein to any persons or entities, subject to any approvals or restrictions contained herein.
Except for the Exclusions, to exercise and exploit during the Term and Exploitation Period, exclusively, any and all other rights now or hereafter existing with regard to Your Interest in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights.
The right, but not the obligation, to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, Afro Soundtrack shall not settle claims without your consent (other than as provided in paragraph 12 of this section). In the event of a recovery by Afro Soundtrack or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Afro Soundtrack as same is provided in the “PAYMENTS” section below, after first deducting the out-of-pocket expenses incurred by Afro Soundtrack of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense.
The right, but not the obligation, to enter into blanket, group or class suits and settlements for the recovery of royalties presented and endorsed by advocacy groups on your behalf and in connection with the Compositions, without your prior consent. Monetary recoveries from such settlements shall be allocated by Afro Soundtrack in its sole, reasonable business discretion, after first deducting Afro Soundtrack’s related industry dues and any out-of-pocket expenses incurred by Afro Soundtrack of obtaining said monies, including reasonable legal fees and expenses.
To administer and collect all monies derived from the exploitation of the Compositions during the Term and Exploitation Period throughout the Territory (except for the Exclusions).
At your request or with your permission, to use the names (real and professional), approved biographical information and approved likenesses of the writers and publishers/administrators of the Compositions (including but not limited to you) solely in connection with the marketing and/or promotion of the Site, our Services and the Compositions delivered hereunder. You acknowledge that the term of individual licenses may extend beyond the Term and/or Territory hereof and you authorize Afro Soundtrack to enter into such licenses on your behalf.

You retain the right to negotiate and issue sync licenses (e.g., for film, TV, commercials, and video games), excluding uses under Blanket Licenses. These licenses are made directly between you and your licensees, and you may collect the related fees.

If Afro Soundtrack receives a sync request on your behalf, it will forward it to you for your approval. Afro Soundtrack will negotiate the license on your behalf, collect the payment, and remit your share per the “Payments” section.

Afro Soundtrack’s right to receive payments for approved syncs will remain valid even after the Term or Exploitation Period ends, for licenses issued prior to termination.

APPROVALS

Wherever your approval or consent is required pursuant to this agreement, the relevant use shall be deemed to have been approved in the event you fail to respond to a request within ten (10) business days of the date of such request.

Except as required by society regulation or customary blanket licenses, or we shall seek your approval (which shall not be unreasonably withheld, and can be given electronically, and is deemed approved if no response is provided within the specified timeframe.

YOUR ACCOUNT

During registration, you must choose a unique username and password and provide accurate, complete information to access Afro Soundtrack’s Services. This may include your email, name, age, address, phone number, ID, tax ID, payment details, and a completed tax form (subject to verification by Afro Soundtrack or its payment partners). You may also be asked to update this information periodically. Failure to provide or update required details may delay payments or lead to Account cancellation. You are solely responsible for all activity and charges on your Account, so please keep your login credentials secure.
If at any time your registration information changes or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify Afro Soundtrack immediately here.
You may not assign or transfer your account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by Afro Soundtrack. Any assignment, encumbrance or other transfer of Your Interest in any Composition(s) will remain subject to this agreement during the Term and Exploitation Period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.

SUBMITTING COMPOSITIONS

After registering, you may submit any number of Compositions for Afro Soundtrack to administer under this agreement. Submissions must include identifying codes (e.g., ISWCs, ISRCs) and your copyright share (“Your Interest”). At our request, you agree to sign any necessary documents related to these rights. Failure to do so within 10 business days may result in Afro Soundtrack signing on your behalf or cancelling your Account.

Afro Soundtrack reserves the right to reject or revoke administration of any Composition or content at its discretion, including if it is objectionable, violates this agreement or third-party terms, qualifies as a Non-Qualified Work, infringes rights, involves Illegitimate Activity, or for any other business reason.

FEES

You must pay the Registration Fee (plus taxes and applicable charges) as outlined during registration. By registering, you authorize us to charge your card accordingly. The Registration Fee is non-refundable, even if the agreement is terminated by you or Afro Soundtrack.

PAYMENTS

Afro Soundtrack will pay you your share of Net Sums, meaning revenue received from exploitation of your interest in the Compositions, minus actual, reasonable costs, including taxes, third-party fees, and payments to foreign licensees (if applicable). Net Sums are calculated at source, and Afro Soundtrack retains the remaining portion as its administration fee.
Adjustments: If Afro Soundtrack identifies any overpayment or underpayment (due to errors, inaccurate info, Non-Qualified Works, or Illegitimate Activity), it may adjust your Net Sums accordingly, with changes applied to the next accounting cycle.
Illegitimate Activity: If Afro Soundtrack suspects or confirms Illegitimate Activity tied to your Account or Compositions, it may withhold payments and block withdrawals while investigating. If Illegitimate Activity is confirmed, you will have 30 days (or less, if needed) to respond. Otherwise, you agree that:

Related Net Sums may be forfeited, and
Afro Soundtrack may deduct any damages, legal fees, or repayment costs from amounts otherwise owed to you.

Some licensees may enforce additional policies on Illegitimate Activity, which you also agree to comply with.

You may audit Afro Soundtrack’s accounts once annually at your expense.

ACCOUNTING

Quarterly royalty statements with payments when due amounts exceed ₦10,000. Disputes on statements must be raised within two years of receipt.

All statements and all other accountings rendered by Afro Soundtrack to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the Basis thereof is given to Afro Soundtrack within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.

CANCELLATION

Your participation continues until you request cancellation by sending an email to info@afrosoundtrack.com (effective at the end of that calendar quarter). Afro Soundtrack retains post-term rights to collect income and enforce obligations (including repayment of any outstanding sums). Registration fees are non-refundable.

If you breach the agreement or if Afro Soundtrack ceases to offer the Services, your account may be terminated. In the event that there are any outstanding monies due by you to Afro Soundtrack upon termination of this agreement, Afro Soundtrack will provide you with an invoice for such amount, which shall be repaid by you within 14 days of receipt of an invoice. No termination of this agreement by you shall be valid until any and all sums due to Afro Soundtrack are repaid.

Afro Soundtrack may continue collecting income from your compositions during the Collection Period and until you or a new administrator update records with collection societies. You remain responsible for re-registration. During this time, residuals may still be paid and subject to Afro Soundtrack’s fee.

NAME, IMAGE, AND LIKENESS

You grant Afro Soundtrack and its partners the right to use and license the use of your name, image, likeness, and publicly available biographical information, as well as that of any composers or rights holders you represent (including those signed to you, if you are a publishing company), in connection with the rights granted under this agreement and for the general marketing and promotion of Afro Soundtrack’s services and catalog.

You agree to provide approved images, likenesses, and biographical material upon request. Afro Soundtrack may submit any additional materials it wishes to use for your approval, which shall not be unreasonably withheld or delayed.

Throughout the Term, you also agree to list Afro Soundtrack as your synchronization representative on your business website and social media platforms, including our contact details and a link to our site for licensing inquiries.

WARRANTIES & INDEMNIFICATION

You represent and warrant that:

You are legally eligible and authorized to enter this agreement and not bound by any conflicting publishing or songwriter contracts.
All information provided is accurate and updated; discrepancies may delay payments.
Your compositions are original, free of third-party claims, and not subject to any infringement or unauthorized use (e.g., samples or interpolations).
Your compositions are not involved in any illegal or fraudulent activity (“Illegitimate Activity”).
Afro Soundtrack is not liable for payments to your co-writers or other third parties; you are responsible for those obligations.
You will not misuse the site or Services.
You have had the opportunity to consult legal counsel.
You agree to defend and indemnify Afro Soundtrack and its affiliates against any claims, damages, or costs arising from your breach of these warranties or involvement in Illegitimate Activity. Afro Soundtrack may withhold payments to cover potential liabilities.
Afro Soundtrack agrees to notify you of any claim by a third party and you agree to use best efforts, at Your sole cost, to have Afro Soundtrack dismissed from any proceedings that do arise from such a claim. You acknowledge that Afro Soundtrack is not the copyright holder of the recordings and/or Compositions and therefore are not responsible for defending any claims based on the recordings and/or Compositions or the costs related thereto and Afro Soundtrack agree to use best efforts and all reasonable assistance to ensure that they are dismissed from any proceedings and for control of the defence for any claim to be handed to You.
You must comply with all applicable laws, including export and sanctions regulations. Afro Soundtrack may suspend services or payments in case of violations.

GENERAL PROVISIONS

This Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
This Agreement is personal to the parties and any rights granted hereunder shall not be assignable or transferable without the prior written consent of the other party (not to be unreasonably withheld or delayed)
Amendments must be in writing and signed by both parties.
Afro Soundtrack is not liable for indirect, incidental, or punitive damages (e.g., lost profits or data). Liability is limited to the amount you paid for Services, if any.
The Services and content are provided “as is”, with no warranties of any kind, including implied warranties of merchantability or fitness for purpose. Afro Soundtrack does not guarantee revenue or specific results.
Afro Soundtrack may process personal data as necessary to fulfill its obligations under this agreement, in compliance with ensuring confidentiality and compliance with the Nigeria Data Protection Regulation.
This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.
This agreement, along with our general Terms of Service, constitutes the entire agreement between you and Afro Soundtrack. We may assign this agreement without notice. No waiver of any term affects future rights.
If any part of the agreement is deemed invalid, the rest remains effective. You acknowledge exploitation of your Compositions is not guaranteed, and you waive any claim that better results could have been achieved.
Afro Soundtrack may suspend or terminate Services at any time, and features may change without notice. Use of the Services implies consent to electronic transactions and agreements.

INDEPENDENT ADVICE

Each of the Parties to this Agreement hereby acknowledges and agrees that –

a) it has been free to secure independent legal and other professional advice (including financial and taxation advice) as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent advice or has dispensed with the necessity of doing so; and
b) all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are in accordance with the Party’s intentions.

DISPUTE RESOLUTION

If the Parties are unable to resolve any such dispute within sixty (30) days or such period as the Parties may subsequently agree, the Parties irrevocably agree that such dispute shall be referred to, and finally settled by Arbitration in accordance with the Arbitration and Conciliation laws of Nigeria and the arbitral award shall be final and binding on the Parties. The Arbitration Panel shall comprise one arbitrator to be appointed by the Parties. The language of the arbitration shall be English language and the seat of arbitration shall be Lagos. For the avoidance of doubt, in the event that the Parties are unable to agree on the appointment of the arbitration panel within fourteen (30) days, the Parties shall proceed to litigation.

DEFINITIONS

“Collection Period” for a Composition shall mean 12 months after the Term in which Afro Soundtrack continues to collect royalties on Your behalf while retaining its own share.

“Exploitation Period” for a Composition shall mean the later of (a) the end of the Term or (b) one (1) year after you submit the same to us. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.

“Illegitimate Activity” shall mean any infringement of third-party rights, so called fraudulent activity (which for clarity includes submission of Non-Qualified Works for administration hereunder, streaming fraud, and artificially inflated or manipulated streaming activity) or similar activity in contravention of the terms of use of any digital service provider, PRO or CMO, or any illegal or other activities in violation of this agreement.

“Party/Parties” shall mean Afro Soundtrack and/or you.

“Registration” shall mean the online registration that you are required to complete in order to become an Afro Soundtrack member, and the registration of Your Interest in the Compositions with the relevant performance rights organizations and collective management societies, and acceptance of same by such performance rights organization and agencies, in accordance with their then current rules, terms and conditions.

“Services” shall mean the music publishing administration services provided to you by Afro Soundtrack in each applicable Territory as selected by you during Registration (or updated by you from time to time during the Term via the Site).

“Site” shall mean afrosoundtrack.com, and any subdomains and other Afro Soundtrack- branded web-based properties (and mobile apps or other mobile versions of same) owned and operated by Afro Soundtrack.

“Term” shall commence upon the date of your registration (your submission of a complete Registration and payment of the applicable registration fee) and shall be renewable yearly unless terminated by either party by a written notice.

“Territory” shall mean the universe.

“Your Share” shall mean: (i) seventy-five percent (75%) of Net Sums comprising the so-called “publishers share” of public performance royalties; and (ii) seventy-percent (75%) of Net Sums derived from the sale, lease, license or other disposition of mechanical rights, print licenses, synchronization licenses (if applicable) or any other exploitation of the Compositions not specifically set forth herein (other than public performance rights).