BLACKNWHITE’S TERMS AND CONDITIONS OF WEBSITE USE AND SERVICES

By accessing or using https://blacknwhite6.com/ or any of its related blogs, websites or platforms (collectively, “the Website”), owned by   a private limited liability company registered and operating in accordance with the laws of South Africa, you agree that you have read, understood and agree to be bound to the terms and conditions contained herein (the “Terms”). All rights in and to the content of the Website remain at all times expressly reserved by BlacknWhite.

Please see BlacknWhite’s distinct sections on Privacy, Intellectual Property, and Disclaimers & Indemnities.

Please read these terms carefully before accessing or using the Website and/or Services. BlacknWhite will assume you have read and understood these terms should you continue to access or make use of the Website and/or Services.

It is important to note the following:

• The terms "user", “you" and “your” are used interchangeably in these Terms and refer to all persons accessing the Website or BlacknWhite Services for any reason whatsoever. Accordingly, the terms “us”, “our” or “we” refers to BlacknWhite or its possession.
• Not all terms are necessarily defined in order.
• These terms were last updated on 12-October 2022

1. INTRODUCTION TO THE WEBSITE AND SERVICES
   • BlacknWhite
   • Users will not need to pay a fee to use the BlacknWhite Services on the Website. However, users may need to pay a fee to use the Producer Services, which fee shall be determined between the parties and/or as per these Terms and information provided on the Website and explained to a user before incurring any fee.
   • These Terms explain the conditions applicable to all users, including Listeners, Contributors and Producers, using the Website and/or the BlacknWhite Services. In order to become a Producer on the Website, you must complete the additional Producer’s application with BlacknWhite.
   • In order to use many of the BlacknWhite Services and/or become a Producer or Contributor or Listener, users must register on the Website using the prompted methods, and submit any required information to create a “Profile” – more information about this below.
   • The Website and these Terms are subject to change without notice. These Terms are updated or amended from time to time and will be effective upon BlacknWhite uploading the amended Terms to the Website. Your continued access or use of the Website and/or BlacknWhite Services constitutes your acceptance to be bound by the Terms, as amended. It is your responsibility to read these Terms periodically to ensure you are aware of any changes.
   • Supplemental terms may apply to certain BlacknWhite Services, such as policies for a particular activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable BlacknWhite Services. Supplemental terms are in addition to and shall be deemed incorporated into the Terms for the purpose of the BlacknWhite Services.
   • Unauthorised use of the Website or a breach of these Terms by a user may give rise to a claim for damages against the infringing party and/or be a criminal offence.
2. RELATIONSHIP BETWEEN THE PARTIES
   • BLACKNWHITE PROVIDES SOFTWARE SERVICES AND IS NOT AN AGENT, INTERMEDIARY NOR PARTNER OR OTHER ADVISER TO ANY USER. ALL TOOLS PROVIDED ON THE WEBSITE OR AS PART OF THE BLACKNWHITE SERVICES ARE FOR INFORMATION PURPOSES ONLY, WHERE ANY FORMAL ENGAGEMENT BETWEEN USERS FACILITATED BY THE WEBSITE IS BETWEEN THEM PRIVATELY, AND FOR WHICH BLACKNWHITE HOLDS NO RESPONSIBILITY.
   • All users understand and expressly agree that a Producer is at all times an independent service provider, and is not an employee, partner nor agent of BlacknWhite’s in any regard. As such, all Producer/Producer Service-related issues or Producer features are exclusively the liability of the Producers, and not of BlacknWhite. BlacknWhite may assist the users in engaging, via the Website, but the Producer is always responsible and liable for any and all of their Producer Services offered.
   • If a Producer is engaged by a user in a formal relationship during/subsequent to their use of the Website and BlacknWhite Services, these parties do so entirely at their own risk and via private arrangement.
   • Although BlacknWhite carefully curates Producers, Producer Services and/or user Profiles prior to being placed on the Website, BlacknWhite is not responsible for the quality or standard of any information advertised or displayed on any Profile, or derived from any tool used on the Website.
3. USER REGISTRATION PROCESS
   • In order to become a user of the BlacknWhite Services as a Listener or Contributor, and/or register as a Producer on the Website, you must complete the necessary registration process detailed on the Website and acquire a “Profile”. Each user shall have only one (1) Profile and agrees to provide accurate, current and complete information during the registration process and to update such information as and when it changes.
   • BlacknWhite requires you to submit your name, surname, email address, contact information, company name (if applicable), residential and/or postal address, a bio about yourself, your user type and password when registering a Profile. Producers may then setup additional features of their Profile, including adding information about themselves, their multi-media and intellectual property content and Producer Services which setup may require further information to be submitted, as prompted by the Website.
   • In addition to registering a Profile on the Website, Producers can then apply to have their Producer Services made available on the Website, using the relevant prompts on the Website. Mere application as a Producer with BlacknWhite does not guarantee that the Producer will indeed have their Producer Services made available on the Website. Same will be contingent on various factors, including the Producer’s successful adherence with this Agreement and the additional terms applicable to Producers specifically.
   • A subscription fee shall be required to publish and/or upload any User content.
   • To protect your privacy and security, the Website takes reasonable steps to verify your identity by requesting your Profile username and password in order to grant access to your Profile and data. To view or change your personal information provided, you can go to your settings and manually change the lost and/or shared account.
   • By entering your personal information on the Website, you warrant that the person using the Website is you and/or you have the legal authority to act on behalf of a corporate entity. You are responsible for your Profile and all actions perpetrated therewith and thereon, and you should not share your login details or password with anyone.
   • By submitting your personal information to the Website for its use in a Profile or otherwise, you consent to BlacknWhite using this information to facilitate a connection between you and another user.
   • Please see BlacknWhite’s Privacy Policy regarding more details on how BlacknWhite uses and processes your personal information.
   • Users must be over the age of 18 (eighteen) and have full legal capacity to enter into, understand and be bound by a lawful contract. If you are under the age of 18 (eighteen), you warrant that you have obtained the express consent of your parent/guardian to use the Website and/or BlacknWhite Services and all such use will be/is under their express supervision. Such parents/guardians will therefore be liable for all of the actions perpetrated by their child/ward using the Website/BlacknWhite Services.
4. SERVICES AND FEES

The BlacknWhite Services:

• The Website and BlacknWhite provide various online marketplace services, which amongst others, includes the following great offerings for Listeners, Contributors and Producers:

For Listeners:

• Listeners can search through the various Producers and Contributors Profiles and their content on the Website. Listeners may purchase uploaded music or stream uploaded music from Producers and/or Contributors (whether separately or jointly) using the faciliatory tools of the Website.
• Listeners are not entitled to any refunds for purchases.
• Listeners understand that because the Producer and/or Contributor is an independent seller of retail content/goods/services, it may have its own terms of sale/service which, if applicable, will be provided to the user by the relevant Producer/Contributor when a purchase is being made from them. The terms may include provisions on refunds, confirmation of sale, IP rights and the invoicing requirements applicable.

For Contributors:

• Contributors may search through the various Producers Profiles and their content on the Website. Contributors may upload their own incomplete or fragmentary pieces of music or content to the Website for Producers, Listeners or other Contributors to view. Contributors may also collaborate with Producers and/or other Contributors in terms of which the parties will exchange pieces of music to jointly compose and master songs to be uploaded onto the Website.
• Contributors may also jointly act as Listeners and thereby purchase uploaded music or stream uploaded music from Producers and/or other Contributors (whether separately or jointly) using the faciliatory tools of the Website.
• Contributors are not entitled to any refunds for purchases.
• Contributors understand that because the Producer and/or other Contributor is an independent seller of retail content/goods/services, it may have its own terms of sale/service which, if applicable, will be provided to the user by the relevant Producer/Contributor when a files/music is being exchanged between them or purchase is being made from them. The terms may include provisions on refunds, confirmation of sale, IP rights and the invoicing requirements applicable.

For Producers:

• Producers can make application to BlacknWhite via the Website to have their Producer Services and subsequent goods/content/services listed on the Website for general users to then search through to purchase from the Producer and/or stream via the Website.
• Producers can then maintain and build their Profile to advertise (for listening or collaboration) and/or sell their Producer Services in whatever way they see fit (subject to these Terms).
• Producers may contact or be contacted by Contributors via the Website to collaborate with Contributors in terms of which the parties will exchange pieces of music to jointly compose and master songs to be uploaded onto the Website. Once music has been finalized and mastered it may be uploaded by the Producer (or Contributor as the case may be) to the Website for streaming or sale by other users.
• Producers can also dictate their own terms of sale and/or licensing for each transaction. Where Producers compose or create music content jointly with a Contributor or multiple Contributors it is for these parties to jointly dictate the terms of the transaction between them, and any subsequent sale of the music created.
• BlacknWhite may also link appropriate and matching Producers and Contributors to engage, but does so on its own volition and not in an attempt to become involved in the private transactions between the relevant Producer and Contributor.

• Please consult the Collaboration page on our Website for details of our applicable Services at any given time.

Fees owed by users to BlacknWhite:

In order to use the BlacknWhite Services as a user, there is no fee. Naturally, the purchase or licensing of Producer Services/music from Producers and/or Contributors will attract a fee to be charged by the Producer and/or Contributor and to be paid by the Listener.

Fees owed between a Listener and/or Contributor and/or Producer:

• A Listener can engage with a Producer's Producer Services using the Website and once certain Producer Services are chosen, they may then initiate the transaction with the Producer. Similarly, a Listener may engage with a Contributor and initiate a transaction with the Contributor.
• Where music is uploaded by an individual user (Producer or Contributor as the case may be) to the Website for purchase by a Listener, the individual user will receive the full purchase price thereof. Where music was collaboratively created and uploaded the parties involved in the transaction will be required to declare and credit the roles involved by each user and indicate the ownership percentage split. The purchase price paid by a Listener for the music will then be split between all the parties involved, at the proportions set by the relevant users.
• Once the purchase of the Producer Services has been confirmed between the Listener and Producer and/or Contributor on the Website, they must send a withdrawal request to BlacknWhite the sum.
• Any final invoice provided by a Producer/Contributor to a Listener must include all applicable taxes, ancillary charges, duties, and/or other charges to be included as the total fee to be paid by the Listener.
• Any payment of a Fee by a Listener on the Website will be facilitated by BlacknWhite using the preferred payment method designated in Listener Profile (such as Paystack), after which BlacknWhite will send the Listener an invoice by email. If your primary Profile payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that BlacknWhite may use a secondary payment method in your Profile, if available.
• Any splitting of payment between users will be facilitated by BlacknWhite's third party payment services provider in terms of the contribution percentage provided by users when uploading music for purchase.

General:

• You may contact us via email at info@blacknwhite6.com to obtain a full record of your payment for any transaction conducted via the BlacknWhite Services.
• For further information on the current BlacknWhite Services available generally or applicable to you, please contact info@blacknwhite6.com who will gladly assist.
• To terminate your use of the BlacknWhite Services or the Website, please see clause 16 below.
• BlacknWhite and/or a Producer/Contributor may, from time to time, provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the BlacknWhite Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the BlacknWhite Services or the fees applied to you.
• All amounts stated (“VAT”) and will be exclusive of any other applicable taxes/fees, unless otherwise stated and required by law. All applicable taxes, duties or fees will be detailed to you before you affect any transaction with BlacknWhite.
• BlacknWhite reserves the right to establish, remove and/or revise any Fees for any or all services obtained through the use of the BlacknWhite Services at any time in BlacknWhite’s sole discretion. BlacknWhite will use reasonable efforts to inform you of all charges or Fees that may apply to you, provided that you will be responsible for the payment of all Fees properly incurred under your Profile.

5. USER RESPONSIBILITIES AND WARRANTIES
   • By using the Website and/or the BlacknWhite Services, you warrant that:
     • you have read and agreed to these Terms and will use the Website in accordance with them;
     • you have not made any misrepresentations and the information provided in the registration process and/or related to your Producer Services (including pricing and information related thereto) is true, accurate and complete in every regard;
     • you will timeously pay any due Fees to a relevant user when required to do so under these Terms;
     • you expressly understand and agree to how BlacknWhite is only a facilitating party for all users, and any liability stemming from any Producer Services lies exclusively with the relevant Producer, and not with BlacknWhite;
     • you are the age of majority in your country of residence and/or possess the legal authority and capacity to act on your own and/or on behalf of your employer organisation or have the express consent of your parent/guardian, and lawfully possess and submit all information to the Website for the use of it or the BlacknWhite Services;
     • you will not post, upload, replicate or transmit any abusive content on the Website that is or could reasonably be considered, in BlacknWhite’s sole discretion, to be threatening, harassing, inappropriate, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or restrict any user in any way from properly using the Website;
     • you will not send any unsolicited electronic messages or use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Website including but not limited to uploading or making available files containing corrupt data or viruses via whatever means or deface, alter or interfere with the front end ‘look and feel’ of the Website or the underlying software code;
     • you will be liable, to whichever relevant authority, to pay any tax or duty or VAT associated with your receipt of any fees from another user, as is required by the system of law to which you are subject, where BlacknWhite is not liable at all for such payment of any such tax, duty or VAT on your behalf;
     • you will not infringe any third party’s or the Website’s intellectual property or other rights or transmit content/Producer Services that the user does not own or does not have the right to publish or distribute;
     • you will treat all other users with respect and dignity at all times;
     • you will not use the Website platform for any commercial purpose other than as expressly provided for by BlacknWhite and the Terms;
     • you will not use the Website to breach any applicable law or regulation or perform or encourage any illegal activity including (without limitation) promoting or facilitating access to, use of or sale of illegal substances, services, information or devices; and
     • you will not facilitate or assist any third party to do any of the above,

failing which, same infringement will be automatically deemed to be a material breach of these Terms, and sanctions will be levied against the infringing party.

• The Website is only available on compatible devices connected to the internet. It is your responsibility to obtain these devices and any data network access necessary to utilise the Website. The network’s data and messaging rates and fees may apply if you use the Website and you shall be responsible for such rates and fees.
• Without prejudice to any of BlacknWhite’s other rights (whether at law or otherwise), BlacknWhite reserves the right to deny you access to the Website or the BlacknWhite Services where BlacknWhite believes (in its reasonable discretion) that you are in breach of any of these Terms, or for any other reason, provided it provides you with relevant notice.
• BlacknWhite does not guarantee that the Website, or any portion thereof, will function on any particular hardware or device.

6. • The following terms are applicable to Producers only, relating to their use of the BlacknWhite Services, the Website as well as their offering of their Producer Services via the Website.
     • The Producer's acceptance or completion of any Producer Service purchase order on the Website, and any use of the Website indicates the Producer’s explicit/tacit acceptance of the Terms.
     • Producers explicitly understand and agree that BlacknWhite and/or the Website does not sell or license nor offer any Producer Services in whatever nature or form, but simply enables Listeners, Contributors and Producers to meet and transact, using the Website. The Producer is the seller of their Producer Services to a Listener, and the Listener is the buyer of the Producer Services from the Producer; BlacknWhite and the Website are merely a limited general facilitator for all parties to conduct their private transaction with convenience.
     • :
       • advertise and make available their Producer Services for solicitation and purchase by a Listener on the Website;
       • timeously accept and complete all Producer Service orders placed by a Listener through the BlacknWhite Website with the Producer from time to time;
       • have all of the applicable and required qualifications, trading/business rights, permits, registrations, licenses and/or regulator authorizations to provide the Producer Services in all jurisdictions to which laws they and their services are subject;
       • make available to any buying/licensing user the Producer’s particular terms of sale and/or licensing terms which may apply to that transaction, before the sale is finalised, which the user may accept or reject, and which must be adhered to by the Producer;
       • shall maintain and be responsible for any registration or access to the Website required to render its transactional Producer Services to a user on the Website;
       • adhere to all applicable consumer and intellectual property protection and/or other laws when conducting their private transactional engagement with Listener users, as well as in making their Producer Services available for sale in South Africa (including all duties for the Producer to apply relating to personal data processing standards and/or Know-Your-Client or Anti-Money Laundering duties which may be applicable);
       • allow, and grant to, BlacknWhite a non-exclusive and non-transferable right to the Producer’s intellectual property (including pictures and descriptions of the Producer, and their Producer Services offered) to be used only on the Website and/or by BlacknWhite when advertising or describing the Producer’s Services on the Website or to other Producers and/or Website users; and
       • provide correct and up-to-date information regarding the Producer Services, including applicable prices, content availability, any applicable warnings, other necessary Producer details, and/or Producer qualifications and characteristics, to BlacknWhite and/or the Website when necessary or requested,

failing which, the Producer will immediately be deemed to be committing a material breach of these Terms, allowing BlacknWhite to claim contractual damages from the Producer for any losses BlacknWhite suffers thereby.

• All Producer Service fees charged by the Producer to a Listener for the ordered Producer Services must exactly match the fees advertised by the Producer for that particular Producer Service on the Website.
• It is the sole responsibility of the Producer to collect and pay any relevant, applicable income tax, VAT or other taxes associated with advertising and selling its Producer Services and generally, including ensuring that any Producer Services fee represented on the Website/their quote, includes these taxes or fees as and when required.
• In the event that a user purchases Producer Services from the Producer using the Website:
  • Once a user makes a purchase Producer Services via the Website, confirmation of same must be concluded by the Producer by looking if any transaction where made through their digital wallet(any increase in the number of downloads or sales).
  • In any event whereby a user is unsatisfied with the content of the service they bought, there will be no refunds and any transaction that are made in response to such altercations will be at the courtesy of the producer and not BlacknWhite.
• Notwithstanding the above, should a Listener receive Producer Services which they deem as unacceptable and are entitled to reject under applicable laws, the Listener and Producer (or Contributor as the case may be) will engage with each other as the private parties to the transaction and reach an amicable solution amongst themselves. BlacknWhite does not have to, but reserves the right to, become involved in any such dispute in order to assist the private parties to reach a solution. BlacknWhite is however under no obligation to do so.
• All liability related to the offering, advertisement and/or provision of the Producer Services lies strictly with the Producer as the Producer of same Producer Services to the Listener, which the Listener is made explicitly aware of.
• The Producer shall not be entitled to cede, assign, transfer or delegate all or any of its rights, obligations, interests in, under or in terms of the Terms to any third party without the prior written consent of BlacknWhite and/or the relevant Listener already in a transaction with the Producer.

7. RECEIPT AND TRANSMISSION OF DATA MESSAGES
   • Data messages, including email messages, sent by you to BlacknWhite will be considered to be received only when acknowledged or responded to.
   • Data messages sent by BlacknWhite to you will be regarded as received when the complete data message enters an information system designated or used for that purpose by the recipient and is capable of being retrieved and processed by the recipient.
   • BlacknWhite and/or Producers reserve the right not to respond to any email or other data message which contains obscene, threatening, defamatory or otherwise illegal, unlawful or inappropriate content, and to take appropriate action against the sender of such email or data message where necessary.
   • Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost or corrupted. BlacknWhite is therefore not responsible for the accuracy or safety of any message sent by email or automated systems over the internet, whether between BlacknWhite and a user, or between users.
8. HYPERLINKS, DEEP LINKS, FRAMING
   • The Website may include links to other internet sites ("the other sites"). BlacknWhite does not own or endorse the other sites and is not responsible for the information, material, products or services contained on or accessible through the other sites. Any such hyperlinks do not imply any BlacknWhite endorsement, agreement on or support of the content or products of such target sites.
   • BlacknWhite does not purport to own the content on the other sites which may be shown on the Website.
   • The user’s access and use of the other sites remain solely at the user’s own risk and on the terms set by the relevant third party and/or Producer.
9. ADVERTISING AND SPONSORSHIP
   • The Website may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with all applicable laws and regulations.
   • BlacknWhite, its shareholders, employees, suppliers, partners, affiliates and agents accordingly exclude, to the maximum extent permitted in law, any responsibility or liability for any error or inaccuracy appearing in advertising or sponsorship material.
10. INTELLECTUAL PROPERTY PROTECTION
    • All Website material, content, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, Producer Service descriptions, Producer and/or Contributor logos, trade names, logos, trademarks, designs, copyright and/or service marks (as well as the organisation and layout of the Website) together with the underlying software code and everything submitted by a user to the Website and BlacknWhite in use of the BlacknWhite Services, (“the intellectual property”) are owned (or co-owned or licenced, as the case may be) by BlacknWhite, its legitimately authorised third-parties, its shareholders, associates and/or partners, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.
    • Subject to the rights afforded to you in these Terms, all other rights to all intellectual property on the Website are expressly reserved. You may not copy, download, print, modify, alter, publish, broadcast, distribute, sell or transfer any intellectual property, editorial content, graphics or other material on the Website or the underlying software code whether in whole or in part, without the written consent of BlacknWhite first being granted, which consent may be refused at the discretion of BlacknWhite. No modification of any intellectual property or editorial content or graphics is permitted.
    • BlacknWhite reserves the right to make improvements or changes to the intellectual property, information, graphics and other materials on the Website, including that of a user in their Profile, or to suspend or terminate the Website, at any time without notice; provided that any transactions already concluded through the Website resulting in any fees, will not be affected by such suspension or termination, as the case may be.
    • Where any of the Website intellectual property has been licensed to BlacknWhite or belongs to any third party, other than that which has been submitted by a user to the Website in the use of the BlacknWhite Services, all rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third-party terms and conditions.
    • Subject to adherence to the Terms, BlacknWhite grants to users a personal, non-exclusive, non-assignable and non-transferable license to use and display all content and information contained on the Website on any machine which the user is the primary user. However, nothing contained on the Website should be construed as granting any licence or right to use any intellectual property without the prior written permission of BlacknWhite.
    • Any enquiries regarding any of the above relating to intellectual property must be directed to BlacknWhite at [info]
11. PRIVACY AND DATA PROCESSING
    • Please see our comprehensive Privacy Policy to understand how we process your personal information when you use the Website and/or BlacknWhite Services.
    • Your use of the BlacknWhite Services (requiring your explicit acceptance of our applicable Privacy Policy) constitutes your express consent for us to process your data. Further, we also rely on our contract of service with you as a Listener, Contributor and/or Producer to process your data (a lawful ground to process your data other than express consent).
    • Should users engage with each other, they agree and understand that they may be processing the data of the other party, to which processing data laws apply and they warrant they will be fully compliant with same applicable data laws. Always read and understand the privacy policy and duties of any party processing your data.
12. DISCLAIMERS AND WARRANTIES
    • The Website, including any intellectual property appearing therein, is provided "as is" and "as available". BlacknWhite makes no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness or suitability of either the Website, information provided by another user, the information contained about Producer Services, and/or on the Website in any way.
    • All information or opinions of users made available on the Website in relation to any of the BlacknWhite Services or Producer Services are those of the authors and not BlacknWhite. While BlacknWhite makes every reasonable effort to present such information accurately and reliably on the Website, BlacknWhite does not endorse, approve or certify such information, nor guarantee the accuracy or completeness of such information on the Website, in Producer Services or from another user.
    • BlacknWhite, its shareholders, employees and partners, accept no liability whatsoever for any loss, whether direct or indirect, consequential or arising from information made available on (or by means of) the Website, other users thereon, and/or transactions or actions resulting therefrom, including a user’s use of any Producer Services in any way.
    • BlacknWhite, its shareholders, employees, partners and affiliates, accept no liability whatsoever for any costs, expenses, fines or damages, including but not limited to direct or indirect loss or damages, including any economic loss, consequential loss, loss of profits or any form of punitive damages, resulting from the facilitation and offering of the BlacknWhite Services, and access to, or use of, the Website in any manner.
    • Users from locations outside of South Africa, please note that BlacknWhite complies with all South African laws in representing the BlacknWhite Services. Should foreign law be applicable in any regard to your use of the BlacknWhite Services and/or the Website in any way, you warrant that you are at all times acting in accordance with same foreign law, and indemnify BlacknWhite from any liability it may acquire by virtue of its supply of the Website and/or BlacknWhite Services.
    • BlacknWhite takes reasonable security measures to ensure the safety and integrity of the Website and to exclude viruses, unlawful monitoring and/or access from the Website. However, BlacknWhite does not warrant or represent that your access to the Website will be uninterrupted or error free or that any information, data, content, software or other material accessible through the Website will be free of bugs, viruses, worms, trojan horses or other harmful components. The user’s access to and use of the Website remains solely at the user’s own risk and the user should take their own precautions accordingly.
13. INDEMNITIES
    • The user indemnifies and holds harmless BlacknWhite, its shareholders, employees, and partners from any demand, action, regulation or application or other proceedings, including for attorneys’ fees and related costs such as tracing fees, made by any third party and arising out of or in connection with the user’s use of the Website or BlacknWhite Services offered or concluded through the Website in any way.
    • The user agrees to indemnify, defend and hold BlacknWhite harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to the user’s use of the Website and/or the BlacknWhite Services or Producer Services and for breach of these Terms.
    • This clause will survive termination of this agreement.
14. • Site/Domain owner:                         Blacknwhite
    • Company type:             for-profit, private limited liability
    • Director: Musawenkosi Somhaya
    • Description of main business: Online marketplace platform
    • E-mail address: info@blacknwhite6.com
    • Website address/name: blacknwhite6
    • ]DISPUTE RESOLUTION AND GOVERNING LAW
    • Access and/or use of the Website, any downloaded material from it and the operation of these Terms (including any transaction concluded pursuant thereto) shall be governed by and construed in accordance with the laws of the Republic of South Africa only.

Disputes between users and BlacknWhite:

• Should any dispute, disagreement or claim arise between a user and BlacknWhite concerning use of the Website or the BlacknWhite Services, the parties shall endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.
• Should the parties fail to resolve such dispute in the aforesaid manner or within such further period as the parties may agree to in their negotiation, the parties will approach an independent industry expert who shall mediate the discussion between them, for the purposes of finding a mutually beneficial solution.
• Either party may also always use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.
• The parties both agree that in no circumstance will either party publicize the dispute on any social media or other public platform. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.

Disputes between users:

• Should a dispute arise between users and their private transaction relating to the Producer Services, said dispute is between the Listener, Contributor and/or Producer exclusively, where BlacknWhite is not responsible for fulfilling any function in any way or in any role.
• The users agree that they shall handle their private dispute between them in the manner in which they mutually deem suitable and/or as prescribed by any relevant agreement concluded between them, and for the attempted benefit of both parties.
• Notwithstanding the above, the parties in a private dispute must inform BlacknWhite of the dispute in order for BlacknWhite to log the issues experienced, and to try assist both parties in whatever way it deems fit (exclusively in order to protect BlacknWhite’s interests), but is under no obligation to do so.

15. TERMINATION OF USE OF WEBSITE OR SERVICES
    • IN ADDITION TO THE RIGHTS ABOVE, BLACKNWHITE RESERVES THE RIGHT TO TERMINATE AND CANCEL YOUR PROFILE AND ACCESS TO THE BLACKNWHITE SERVICES IF YOU BREACH ANY OF THE TERMS, OR FOR ANY OTHER REASON IN ITS SOLE DISCRETION PROVIDED THAT BLACKNWHITE GIVES REASONABLE NOTICE TO YOU.
    • If you wish to terminate the agreement with BlacknWhite, or end your use of the BlacknWhite Services, you may do so by deregistering your Profile with the Website and discontinuing your use of the Website.
    • The obligations and liabilities of any user incurred prior to the termination date of the Terms and/or use of the BlacknWhite Services shall survive the termination of these Terms for all purposes, including the payment of any Fee which was due and payable before termination to BlacknWhite.
    • In the event of termination of your agreement with the Terms and with BlacknWhite, BlacknWhite will remove you from the Website and delete your Profile.
16. NOTICES AND SERVICE ADDRESS
    • Each of the parties chooses their service address for the purposes of the giving of any notice, the serving of any process and for any other purposes arising from these Terms as being:
      • in the case of BlacknWhite, at info@blacknwhite6.com or support@blacknwhite6.com
      • in the case of the user, at the email and addresses provided by the user to BlacknWhite in the Profile registration process.
    • Notwithstanding the above, any notice given in writing in English, and actually received by the party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.
17. GENERAL
    • This document contains the entire agreement between the parties in relation to the subject matter hereof. Save as contemplated in clause 1.5 above, no alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by all the parties to these Terms or their duly authorised representatives.
    • No indulgence, leniency or extension of time granted by BlacknWhite shall constitute a waiver of any of BlacknWhite’s rights under these Terms and, accordingly, BlacknWhite shall not be precluded as a consequence of having granted such indulgence, from exercising any rights against the user which may have arisen in the past or which might arise in the future.
    • Words importing the singular will include the plural and vice versa. Words importing one gender will include the other genders, and words importing persons will include partnerships, trusts and bodies corporate, and vice versa.
    • The headings to the paragraphs to the Terms are inserted for reference purposes only and will not affect the interpretation of any of the provisions to which they relate.
    • Should you have any complaints or queries, kindly address an email toinfo@blacknwhite6.com or support@blacknwhite6.comadvising BlacknWhite of same.
    • In the event of the user failing to pay any amount timeously or breaching these Terms, the user shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by BlacknWhite, in its own capacity to the relevant user, in relation to the payment failure or breach and the rectification of same.
    • Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof shall be considered severable and if, for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
    • No term or condition of these Terms is intended to breach any peremptory provisions of any consumer protection legislation and any regulations thereto ("Prohibited Provision"). Any breach of any such Prohibited Provision shall be governed by the provisions of clause 18.7.

You have not provided us with any information regarding the company. We need the proper citation of the entity so that we can insert it throughout these terms.

Whether a separate Pop-up agreement for Providers is used, or their additional terms are included herein, is still unconfirmed to date, so we drafted this open-ended for now.

Please adjust the general description of the main Services and the terms used for the various role-players.

Feel free to amend as preferred.

Please confirm if you are a VAT vendor or how you will deal with VAT?

Maybe speak to your accountant to understand how VAT collection will work for a marketplace

These terms for Providers can either go into that separate Po-up sheet contract at enrolment as a Provider, or can remain herein.

Please confirm the format you prefer.

We have included what we think is pertinent to the relationship between Crowdmusiq and a Producer, however you can include anything in addition to what we have included.

This is hard to enforce, but works as a good deterrent

Please confirm that this approach is desired.

Such a confirmation tends to calm the Producers as they’ll be providing you with their IP in the Producer Services

Please update or insert all the required information.