Bozza Artist Terms & Conditions (Non-Exclusive)

What is Bozza?

Bozza is a digital platform for talent discovery and content distribution in Africa. Artists are able to upload their creative works on the Bozza website and then build a community by sharing and promoting via mobile and web.

Who can use Bozza?

The only requirement to use Bozza is talent. Whether you are a musician, composer, poet, filmmaker, writer, photographer or comedian, you can upload and share your creative works through the Bozza platform.

If you are under 18 years old, you will need a parent or guardian to help you with the process of signing up to Bozza.

Why would Africa’s talented people want to use Bozza?

The Bozza team is committed to working passionately and tirelessly to develop and support the artists that join Bozza. It is our objective to help you to produce your best work and get your career started.

The Bozza team will secure multiple distribution deals and promotional opportunities, ranging from online and mobile download sites to performances at live events.

Can artists work with other channels & platforms whilst working with Bozza?

New artists signing up to Bozza will do so on a non-exclusive basis. This means that you are welcome to explore other opportunities whilst promoting your work on Bozza.

Using other people’s creative work

We understand that it has become standard practice to use samples from other artists’ recordings/compositions/lyrics when creating your own work. A sample is an excerpt from a pre-existing piece of music that is used in a new piece of music. Legally this use of someone else’s work would need to be cleared with them before you can commercially distribute your own work. We ask that you inform us if you have used any part of someone else’s creative work when you are uploading your own.

Please read through the following terms & conditions carefully. It is important that you are comfortable with the agreement that you are signing. We have included some definitions that we hope will be helpful. Please feel free to ask questions (and there is no such thing as a silly question!). You can send your questions through to support@bozza.mobi and we will get back to you as soon as we can.

The Bozza team is here to support and guide you through every step of your exciting new career, from understanding legal agreements to distributing your creative works via multiple channels

BOZZA ARTIST TERMS & CONDITIONS

This Agreement is between Bozza Media (Pty) Ltd (“Bozza”) and (“Rightsholder/You/Your”). By creating an account on the Bozza content upload website (‘the Website”), You agree to the terms and conditions of this Agreement.

Definitions

1. The terms “You” and “Your” mean the individual who has registered as a user of the Website.

2. The term “Work” or “Works” shall mean the sound recordings, videos, films, photographs, scripts, graphics, written text, poems and other materials that You submit for distribution by Bozza through the use of this Website, along with any metadata or other data necessary for Bozza to distribute, license or sell the Works.

3. The term “Website” refers to the website maintained at http://bozza.mobi and any related mobile sites or applications.

4. The term “Retailer” shall mean an entity to which Bozza provides copies of the Works for the promotion, license or sale to consumers, including but not limited to entities such as network operators and digital download sites.

Grant of Distribution Rights

1. During the Term of this Agreement, You agree that Bozza shall be your non-exclusive representative for the promotion, distribution, license and sale of your Works. Bozza will seek to distribute your Works to various Retailers for subsequent license or sale to consumers. You authorise Bozza to reproduce and copy your Works into any digital format necessary for the effective distribution of the Works. Bozza does not represent, warrant or guarantee that any Retailer or customer will promote, purchase or license any of Your Works.

2. You authorise Bozza to promote the distribution, license and sale of your Works through means deemed reasonable by Bozza. You further authorise Bozza to use, and to authorise Retailers to use, the names, approved likenesses of the authors, performers and producers of any Works, for the purpose of promoting the distribution, licensing or sale of the Works. Bozza has no obligation to promote the distribution, licensing or sale of the Works beyond making them available for distribution in the normal course of its business.

3. The distribution rights granted by this Agreement include the right by Bozza to either itself or through others to promote, distribute, license and sell Your Works in both unrestricted and restricted formats (e.g., in a format that limits performance of the Work to a particular device or for a particular time period):

a) By permitting consumers to download copies of Your Works to a mobile device or desktop computer;

b) For use with telecommunication services, such as ringtones and caller ringback tones;

c) By making Your Works available for a web-based performance (e.g., on-demand streaming or internet based “radio”)

The Artist Program

1. Bozza has implemented a program on the Website to reward and incentivize artists on the platform (the “Artist Program”).

2. The opportunities will be based on the artist’s active participation on the Website, including factors such as the number of views of the Works promoted on the Website, the quality of the Works, the social media campaigns undertaken to promote the Works etc.

3. Opportunities are not guaranteed and will be awarded in Bozza’s sole discretion.

4. Bozza will engage with record labels, content aggregators, music publishers and other parties potentially interested in securing deals with artists who have uploaded Works to the Website (“Rightsholders”). Bozza will support and assist artists in all discussions and negotiations with Rightsholders.

5. You will not enter direct discussions or agreements with Rightsholders or other third parties without first notifying and involving Bozza in all such discussions.

6. Bozza will retain a standard management fee for all successful deals negotiated on behalf of artists, including label/publisher deals, sponsorship deals, performance fees, sync fees etc. This fee will be negotiated and agreed with You on a case by case basis.

Reporting, Fees and Payment

1. You may upload Your Works to Bozza’s Website free of hosting or distribution fees.

2. Bozza may require a signed Vendor Form to be submitted before payments can be issued to You. The Vendor Form will be provided to You if required.

3. A detailed download report will be issued to You at the end of each quarter. The report will include downloads from all Retailers through which Your Works are distributed and made available for purchase.

4. The Company will only make payments if the total amount owing to You exceeds $100. If the amount owing to you does not exceed $100, the amount owing will be rolled over to the next quarter.

5. The revenue shares payable to You are based on Net Revenue retained by Bozza. Net Revenue is defined as the end user price less VAT and local taxes, costs of sale and operator billing deductions where applicable.

6. The revenue share payable to You on sales of Your Works is 70% of Net Revenue. Your 70% revenue share is inclusive of all royalty payments, including sound recording and publishing payments.

7. Revenues generated from sources other than standard sales of Your Works will be negotiated on a case-by-case basis.

Term and Termination

1. This Agreement shall commence on the date you upload any Work to this Website and shall remain in effect until terminated by one of the parties according to its terms.

2. You may terminate this Agreement at any time upon 60 days written notice by sending an e-mail to support@bozza.mobi.

3. Bozza may terminate this Agreement at any time upon 30 days written notice by sending an e-mail to the address you provide upon registration.

4. This Agreement’s expiration shall not relieve either party from any obligations incurred prior to or during the term of this Agreement.

5. You may discontinue the licenses and authorisations granted by this Agreement with respect to a single Work or multiple Works without terminating the Agreement by providing written notice to Bozza by e-mail to support@bozza.mobi. Bozza will notify all Retailers to whom the discontinued Work has been distributed that Bozza is no longer an authorised distributor of the Work and request for the Work to be taken down. Any discontinuation of rights to distribute a Work shall not affect any transactions with respect to the Work that were completed prior to the effective date of the notice of discontinuation.

Representations and Warranties

1. You represent and warrant that You own or have the rights to enter into this Agreement in connection with the Works, including that You have the necessary and full authority to act on behalf of any and all owners of any right, title or interest in and to the Works.

2. You represent and warrant that the licenses and authorisations that You are granting pursuant to this Agreement do not infringe or violate any third party’s intellectual property or other rights. By using the Website you are guaranteeing that you have the rights necessary to exploit the Works, at your sole cost and expense.

3. You will be responsible for and will pay any sums due to artists, songwriters, music publishers, copyright owners, producers and any other royalty participants from the distribution of the Works.

4. It is recommended for certain digital distribution partners that the Works submitted be covered by a publishing agreement with a publisher or a recognized collecting society. Bozza will inform You when this situation is applicable to You and will assist You to put in place the recommended publishing agreement.

5. You represent and warrant that all information provided upon registration on the Website is accurate, current and complete.

6. You will fully disclose the names of third parties involved with the creation of the Works, such as other performers, authors or co-authors, owners or co-owners, artists or producers.

7. You agree to cooperate and provide Bozza with documents such as clearances and licensing agreements or other requested information that shows your ownership or rights to the Works. Bozza reserves the right to suspend, terminate or block the sale of the Works and withhold royalties received from the sale of the Works until such information is provided.

8. You will be responsible for your Work and the consequences of uploading, transmitting, sharing, storing or publishing it. Bozza does not endorse any Work or any opinion expressed therein, nor does Bozza verify the accuracy or information contained in the Work.

9. You represent and warrant that:

a) You are at least 18 years of age and have full authority to enter into and fully perform Your obligations under this Agreement,

b) If you are under 18 years of age you have the consent of your parent or legal guardian who has read the Agreement and agreed for You to enter into and fully perform your obligations under this Agreement;

c) You have obtained all necessary third-party consents, licenses and permissions necessary to do so; and

d) You will comply with all applicable laws, rules and regulations.

10. Bozza provides this website on an “as is’ basis. Bozza provides no representation or warranty that:

a) Access to or use of this website will be uninterrupted, timely, secure or error-free;

b) This Website is free of all viruses, worms, Trojan horses and other items of a destructive nature;

c) This Website is free from all errors or technical inaccuracies or that any errors in the Website will be corrected;

d) This Website or its content is merchantable or fit for any intended purpose (Bozza specifically excludes any warranty of merchantability or fitness for a particular purpose);

e) The Website will remain unchanged or that it will always retain its current functionality

f) You assume all risk for any damage to Your computer system or loss of data that results from Your use or access of this Website, including any damages resulting from worms, Trojan horses and other items of a destructive nature.

Limitation of Liability

1. To the full extent permitted by Law, Bozza is not liable for any direct, indirect, punitive, special, incidental, consequential or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted records or documents, other economic advantage) arising out of or in connection with the use of the Website, even if Bozza has been advised of or reasonably could have foreseen the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to:

a) The use of or the inability to use this website;

b) Statements or conduct of any third party on the Website, including without limitation unauthorised access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions;

c) Content or information You may download, use, modify or distribute; and any other matter relating to the Services offered through this site.

Indemnification

1. You agree to defend, indemnify and hold Bozza, and its subsidiaries, affiliates, officers, directors, agents, employees, contractors and representatives harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your access to or use of this Website, or any claim or allegation that Your Works infringe the intellectual property or other rights of a third party.

2. Upon receipt of a claim that any Work infringes a third party’s rights, Bozza reserves the right to suspend distribution of the Work, and forwarding of any sales data or payments received from Retailers, pending resolution of the claim. Bozza reserves the right to select counsel of its choice for the defense of any claim covered by this paragraph. You shall advance defense costs as necessary to fund the defense of any claims. You agree to cooperate in the defense of any such claim.

Ownership of Works

Subject to the terms and conditions of this Agreement and any other agreement between us, Bozza acknowledges that all right, title and interest in and to the Works remain with You.

Restrictions on Use

1. You may not use this Website to publish, post, distribute or disseminate any information or content that:

a) You do not have a legal right to publish or transmit (such as trade secret or other proprietary information, inside information, information subject to a confidentiality agreement or personal information about a third party);

b) Infringes any copyright, trademark, patent, trade secret, or other proprietary right of a third party;

c) Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

d) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or

e) Violates any applicable laws or regulations.

2. You may not falsely identify yourself as any other person or entity to Bozza or otherwise misrepresent your affiliation with a person or entity, impersonate another user, forge headers or otherwise manipulate identifiers (including URLs) or disguise the source or origin of any information. Upon request by Bozza, You will provide proof, such as a copy of a driver’s license, passport, state identification card or other document acceptable to Bozza to verify Your identity.

3. You may not publish, post, distribute or disseminate any unsolicited or unauthorised advertising, promotional materials, spam, unwelcome e-mail, or any other form of solicitation.

4. You may not collect or store personal data about other users of this Website.

Governing Law and Dispute Resolution

1. This Agreement shall be governed in all respects by the laws of South Africa.

2. Any controversy or claim arising out of or relating to this Agreement, the use of this Website, or otherwise related to the parties’ business relationship shall be settled by binding arbitration in accordance with the commercial arbitration rules of the South African Arbitration Association.

3. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.

Notices

1. Any notice required or permitted by this Agreement shall be given to Bozza at support@bozza.mobi. Upon registration, You will provide Bozza with an e-mail address at which Bozza can provide you with any notices required or permitted by this Agreement.

2. In addition, You agree that Bozza can communicate all matters related to Your business relationship with Bozza to that e-mail address, including billing related matters.

3. You may change Your e-mail address for notices by updating your online user account. Bozza may change its e-mail address for notices by sending you an e-mail or posting the new e-mail address on the Website.

Amendments

1. Bozza reserves the right to revise or modify this Website, the services offered through this Website and this Agreement at any time, with or without notice. Although Bozza may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version at http://bozza.mobi.

2. Your continued use of this Website following any modification or revisions to this Website or this Agreement will be deemed your acceptance of and agreement to the modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Miscellaneous

1. You and Bozza are independent contractors, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

2. Bozza may suspend its performance under this Agreement if as a result of a cause beyond its control, such as fire, explosion, flood, hurricanes or war, Bozza’s performance is not commercially possible.

3. If any provision of this Agreement is held to be invalid or unenforceable, it shall be struck and the remaining provisions shall be enforced. Bozza’s failure to act with respect to a breach by You or others does not waive Bozza’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the parties with respect to its subject matter.