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FusionGreen Content Distribution Service Terms of Use and Agreement

The FusionGreen Content Distribution Service is an optional service available to copyright holders/ content providers who wish to distribute/ retail their content on the FusionGreen website (www.fusiongreen.com).

BY REGISTERING FOR (INCLUDING FILLING RELEVANT FORMS AND EXECUTING THIS DOCUMENT) OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND POLICIES THAT APPLY TO THE SERVICE. YOU AFFIRM THAT YOU FULLY UNDERSTAND THE TERMS OF THIS DOCUMENT AND THAT YOU ARE AUTHORIZED TO ENTER INTO BINDING AGREEMENTS RELATING TO ALL CONTENT YOU HAVE PROVIDED (AND THOSE YOU MAY PROVIDE IN FUTURE). BECAUSE FUSIONGREEN ENTERTEINMENT AND FUSIONGREEN.COM ARE OWNED BY ACCENDO INTERNATIONAL, YOU UNDERSTAND THAT ANY AGREEMENT YOU ENTER INTO WITH FUSIONGREEN ENTERTAINMENT (INCLUDING BUT NOT LIMITED TO THIS AGREEMENT), IS ALSO AN AGREEMENT WITH ACCENDO INTERNATIONAL LTD AS A FULL CONTRACTUAL PARTY.

As used in this Agreement, "we", "us", "our" and "FusionGreen" means the Fusiongreen Entertainment Contracting Party, its owners, its partners or any of its affiliates, and "you", "your", "copyright holder", and "content provider" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business).

1. Enrollment.

   To begin the enrollment process, you must complete the registration process for the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (The Nigerian Law). As part of the application, you must provide us with your (and your business' name if registering as a business) legal name, address, phone number and e-mail address. We may at any time cease providing the Services at our sole discretion and without notice or obligation to explain. Where we decide to stop providing the service, we are obligated to stop the sale of your content and to pay you all outstanding royalties accrued to you. You may at any time choose to unsubscribe from the service, by notifying us, but without obligation to explain. Where you choose to unsubscribe, FusionGreen will stop the sale of your content and pay you all accrued royalties, within reasonable time.

2. Service Fee Payments.

   FusionGreen does not charge you any fees to use its services. You are responsible for all of your expenses in connection with this Agreement or in connection with your providing content to us for distribution. To use our Service, you must provide us with only names/ contact details/ information you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information). All payments to you will be remitted to Your "United Bank for Africa" bank Account or to your account in any other bank, which FusionGreen may ask you to submit in Future. All amounts contemplated in this Agreement will be expressed and displayed in the Local Currency (Naira), and all payments contemplated by this Agreement will be made in the Local Currency (Naira). If we discover erroneous, accidental or duplicate payments (this will still be valid even when the mistake is made by us), then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, or seeking such reimbursement from you by any other lawful means. If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in customer or other third party disputes, legal claims/ actions or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement, until all such disputes, claims or actions have been amicably settled (what constitutes amicable settlement, depends solely on our discretion).

3. Royalty Payments.

   FusionGreen pays royalties for every download. For downloads made within Nigeria FusionGreen will pay you Ten percent (10%) of the List Price (price at which the downloaded item is sold on the website) per (for every) download. You are required to choose if you would prefer to receive royalties directly or through a collecting society. If you choose to be paid directly, you are required to have, and to submit a United Bank for Africa (UBA) bank account. FusionGreen will remit all accrued payments for each month into your UBA bank account on or before the 12th of every month.

4. Term and Termination.

   The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or unsubscribe from the Service, for any reason at any time by giving notice to us in writing. Upon termination, all obligations of the parties under this Agreement will terminate.

5. License.

   You grant us a non-exclusive, worldwide, perpetual, irrevocable right (except by notice in writing) and license to use, sell on our websites, reproduce, display, distribute, adapt, re-format, create derivative works for marketing purposes, broadcast for marketing purposes and to non-commercially exploit any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and partners and provided, however, that we will not alter any of Your Trademarks, copyrights or related rights, which will remain your property. In case of Trademarks, to alter from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same). We covenant to comply with your removal requests as to specific uses of Your materials/ contents/ Trademarks within a reasonable time, provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under Nigerian copyright law). Copyrights or other rights, in all contents submitted by you, will remain your property.

6. Advertisements.

   You permit FusionGreen to use your materials in whole and in part, in advertisements and marketing campaigns to advertise you, the FusionGreen site, its services, your content and other content on the FusionGreen site, without further notice to you and without any payments what-so-ever for such use.

7. Representations.

   You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your assigns, representatives, and agents will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

8. Indemnification.

   You release us and agree to indemnify, defend and hold harmless, us (and our officers, directors, employees, and agents) against any (and all) claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) arising from or related to: (a) our use of the license you grant to us under this agreement, to use and distribute the content(s) you submit. (b) your actual or alleged breach of any obligations in this Agreement; (c) any actual or alleged infringement of any Intellectual Property Rights by you, or any of the foregoing, and any liability or damages related thereto; or (d) payment of Your Taxes accruing from proceeds of sales from us. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may (at our sole discretion) take control of the defense at our expense. In all cases involving this agreement or matters incidental to it, you may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

9. Disclaimer & General Release.

   1. THE FUSIONGREEN SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE FUSIONGREEN SITE AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE FUSIONGREEN SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS.
   2. FUSIONGREEN IS NOT OBLIGATED TO CARRY OUT ANY ADVERTISING/ PUBLICITY OF YOUR CONTENT BEYOND DISPLAYING CONTENT INFORMATION ON THE FUSIONGREEN SITE.
   3. FUSIONGREEN MAKES NO REPRESENTATION/ PROMISE THAT CONTENT ON THE FUSIONGREEN SITE WILL GENERATE ANY SPECIFIC NUMBER OF SALES.

10. Confidentiality.

    During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to FusionGreen Downloads/ Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain FusionGreen's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not misrepresent or embellish the relationship between us in any way.

11. Force Majeure.

    We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. Where there maybe such delays or lapses, you are obligated to notify us of all such lapses or complaints before taking other punitive actions. FusionGreen is committed to a policy of positive engagement with all parties using our services.

12. Relationship of Parties.

    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of FusionGreen and you.