Talkere — Terms & Conditions

1. Introduction

1. These Terms & Conditions (“Terms”) govern your access to and use of the website located at https://talkere.com/index.php (the “Website") and any related services provided by the Company (collectively, the “Services”).
2. By accessing or using the Website or Services, you agree to be bound by these Terms and our Privacy Policy (if any) and any other policies expressly referenced herein. If you do not agree with these Terms, you must immediately cease using the Website or Services.
3. We reserve the right, at our sole discretion, to modify, update or replace these Terms at any time by posting the revised Terms on the Website and updating the “Last Updated” date at the top. Your continued use of the Website or Services after such changes constitutes your acceptance of the revised Terms.

2. Definitions

In these Terms:

• “You” or “User” means any individual or legal entity who accesses or uses the Website or Services.
• “Client” means a User who engages the Company for services such as talent management, branding, promotions, music distribution, licensing, publishing, or other services offered.
• “Services” means the professional services described on the Website (including but not limited to talent management, A&R, branding, promotions, music distribution, licensing, publishing, tour management) and other ancillary services provided by the Company.
• “Content” means text, images, videos, audio, software, data or other materials provided by you to the Company (or posted by you via the Website) or by the Company to you, in the course of providing the Services or via the Website.
• “Agreement” means your engagement with the Company for Services, which may include a separate service agreement, contract or engagement letter pursuant to which the Company provides Services to you.

3. Eligibility & User Obligations

1. By using the Website or engaging the Services, you represent and warrant that you are capable of entering a legally binding contract, and that you are at least eighteen (18) years old or have the lawful consent of your parent or legal guardian.
2. You agree to provide accurate, current and complete information about yourself as required by the Website or Services, and to maintain and promptly update such information.
3. You agree to use the Website, and Services, only for lawful purposes and in a manner consistent with all applicable local, national and international laws and regulations.
4. You agree not to:
   1. Use the Website or Services in any way that infringes on any third-party rights (including intellectual property rights, privacy rights, contractual rights);
   2. Impersonate any person or entity or misrepresent your affiliation with any person or entity;
   3. Upload, post or transmit any material that is unlawful, defamatory, harassing, obscene, vulgar, pornographic, threatening or otherwise objectionable;
   4. Interfere with or disrupt the Website or Services, or servers or networks connected to the Website;
   5. Use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission;
   6. Attempt to gain unauthorized access to any portion of the Website or Services, other accounts, computer systems or networks connected to the Website or Services.

4. Services; Engagement Terms

1. The Company offers Services as described on the Website (management, branding, promotions, music distribution, licensing, publishing, tour management, etc.). You understand that the scope and nature of the Services will vary depending on the specific engagement.
2. Any engagement between you (Client) and the Company will be governed by a separate service agreement (the “Service Agreement”), which will set out in more detail the scope of Services, deliverables, compensation, timelines, obligations, rights and responsibilities of each party. These Terms will apply in addition to and complement the Service Agreement.
3. The Company reserves the right to refuse, suspend or terminate any Service engagement at our sole discretion, including but not limited to if we believe you have breached these Terms, or where continued provision of Services would be unlawful, harmful or detrimental to our business or other clients.
4. The Company does not guarantee any specific results, outcomes or success from our Services (for example: that you will gain a certain number of fans, labels, placements, revenue, etc.). Any examples or testimonials on the Website are illustrative and not a guarantee of future performance.

5. Client Obligations

1. As a Client engaging the Company for Services, you will cooperate fully with the Company, provide all necessary materials and information in a timely manner, abide by our reasonable instructions, and ensure that any material you supply is accurate, lawful and free of infringement.
2. You agree that you will retain responsibility for all underlying rights in your creative works (songs, recordings, branding elements, etc.) and you grant the Company such licenses, permissions or authorizations as required to perform the Services (for example: distribution, publishing, promotion).
3. You warrant that you own or control all rights (or have valid licenses) in the materials you submit for the Services, and that your use of the Services will not infringe on any third-party rights. You agree to indemnify, defend and hold harmless the Company against any claims, losses or liabilities arising out of your breach of this warranty.
4. You shall pay all fees, costs and expenses set out in the Service Agreement or as otherwise communicated by the Company in accordance with our billing terms. Late payment may incur interest or service suspension.

6. Fees, Payments & Refunds

1. Fees for the Services will be set out in the Service Agreement or other documentation provided to you. All fees are exclusive of applicable taxes, duties or other governmental charges unless stated otherwise.
2. Unless otherwise agreed in writing, payment is due according to the schedule in the Service Agreement (e.g., upfront deposit, milestone payments, monthly retainer etc.).
3. If you fail to pay any amount when due, the Company reserves the right to suspend or terminate Services, and to charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You will also reimburse the Company for all costs of collection (including legal fees).
4. Refunds: Unless expressly stated otherwise in the Service Agreement, all payments made to the Company are non‑refundable. If we agree to a refund (in our sole discretion), you agree it will be subject to deductions for Services already performed and costs incurred by the Company to date.
5. If you cancel the engagement before completion, you may still be liable to pay fees, and the Company may retain all materials and rights granted unless otherwise agreed.

7. Intellectual Property; Licenses

1. All intellectual property rights (including but not limited to copyrights, trademarks, trade names, domain names, database rights, designs, moral rights and know‐how) in the Website, design, text, graphics, user interface, photographs, audio, video, software and other content provided by the Company are either owned by the Company or licensed to it, and are protected by applicable copyright, trademark, patent and other laws.
2. You are granted a limited, non‑exclusive, non‑transferable, revocable license to access and use the Website for your personal or business use in accordance with these Terms, but not to download (unless explicitly permitted), reproduce, distribute, modify or create derivative works from the Website content.
3. Unless otherwise specified in the Service Agreement, you retain ownership of any creative works you supply to the Company. However, you grant to the Company a worldwide, royalty-free, non‑exclusive, transferable license (with rights to sublicense) to use, reproduce, distribute, publicly perform, display, publish, adapt and exploit such creative works for the purpose of performing the Services and promoting the Client/Company relationship (including in portfolios, marketing materials).
4. If additional licensing or transfer of rights is required (for example exclusive rights, publishing rights, master rights, distribution rights, etc.), this will be set out in the Service Agreement.
5. You represent and warrant that your materials and works do not infringe any third‑party rights and that you have the necessary rights, permissions or licenses to grant the licenses in clause 7.3.

8. Confidentiality

1. “Confidential Information” means all non‑public information disclosed by one party (the “Discloser”) to the other party (the “Receiver”) in connection with the Services, whether in writing, orally or by other means, including but not limited to business plans, marketing strategies, financial information, methods, know‑how, lists of contacts, client lists, creative strategies, drafts, recordings, etc.
2. The Receiver shall keep confidential all Confidential Information of the Discloser, and shall not use it for any purpose other than performing its obligations under the engagement or Service Agreement, unless required by applicable law or with prior written consent of the Discloser.
3. This confidentiality obligation shall not apply to information which:
   1. is or becomes publicly available other than through breach of this clause;
   2. was in the Receiver’s lawful possession prior to disclosure by the Discloser;
   3. is lawfully disclosed to the Receiver by a third‐party without restriction; or
   4. is independently developed by the Receiver without reference to the Discloser’s Confidential Information.
4. The obligations under this clause survive termination of any engagement or Services for a period of two (2) years (or longer if specified in the Service Agreement).

9. Warranties & Disclaimers

1. You warrant that:
   1. you have the full power and authority to enter into the engagement with the Company and to grant the licenses and rights required;
   2. any materials you provide are accurate, complete and lawful;
   3. you will comply with all applicable laws, rules and regulations in your use of the Services and your materials.
2. The Company gives no warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non‑infringement, accuracy or completeness.
3. The Company does not guarantee any specific results, measurable outcomes, revenue, success, placements, or chart positions for Clients. All Services are provided “as is” and “as available.”
4. The Company does not warrant that:
   1. the Website will be uninterrupted, error‑free or free of viruses, malicious code or other harmful components;
   2. the Website or Services will meet your requirements or expectations;
   3. any third‑party services, platforms or content referred to or linked from the Website will be available or meet your needs.
5. You acknowledge that you, and not the Company, are solely responsible for assessing whether the Services are suitable for you and for taking any necessary precautions for your business or creative work (including backup, insurance, legal compliance etc.).

10. Limitation of Liability

1. To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, directors, officers, employees or agents be liable to you or any third‑party for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data, use, goodwill or business opportunities, even if advised of the possibility of such damages.
2. In any event, the total aggregate liability of the Company, its affiliates, directors, officers, employees or agents to you for any claim under these Terms or in connection with the Services shall not exceed the total fees paid by you to the Company under the relevant Service Agreement in the twelve (12) months preceding the event giving rise to liability (or, if no fees were paid, a sum of ₦100,000 or the equivalent local currency amount, whichever is higher).
3. Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

11. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees, agents, successors and assigns (each, an “Indemnified Party”) from and against any and all claims, liabilities, losses, damages, costs or expenses (including reasonable attorneys’ fees) arising out of or in connection with:

1. your breach of these Terms or the Service Agreement;
2. your use of the Website or Services;
3. your violation of any third‑party rights (including intellectual property, privacy or publicity rights);
4. any fraud, misconduct or negligent act or omission by you in connection with the Services;
5. your failure to pay fees or meet obligations under an engagement with the Company.

12. Term and Termination

1. These Terms commence when you first access or use the Website or engage the Company’s Services, and continue until terminated.
2. Either party may terminate the Service Agreement (if applicable) in accordance with the terms set out in the Service Agreement.
3. The Company may suspend or terminate your access to the Website or Services at any time, with or without cause, and with or without notice. Upon termination:
   1. all rights granted to you under these Terms shall cease;
   2. you must cease using the Website and Services, and delete all copies of Company material in your possession;
   3. any accrued rights, obligations and liabilities of either party will survive termination (including obligations in clauses 8, 10, 11, 13, 14, 15).
4. Sections which by their nature should survive termination will survive, including but not limited to intellectual property, confidentiality, indemnity, limitation of liability, and governing law.

13. Third‑Party Links and Services

1. The Website may contain links to third‑party websites, services or resources. Such links are provided for your convenience only. The Company does not control such third‑party sites, and does not endorse or assume responsibility for their content, accuracy, availability, practices or policies.
2. Your access to or use of any third‑party site, service, content or resource is at your own risk. It is your responsibility to review the applicable terms and privacy policies of those third‑parties.
3. The Company may integrate or facilitate use of third‑party tools or services (for example: payment processors, distribution platforms). Your use of such third‑party tools is subject to their terms and conditions in addition to these Terms.

14. Payment Processor / Distribution Platform Terms

1. If the Services require use of a third‑party payment processor, distribution platform or digital storefront (for example music distribution to streaming platforms), you acknowledge and agree that:
   1. You may need to create or maintain separate accounts with those third‑parties;
   2. You will comply with the third‑party’s terms of service, rules, policies and guidelines;
   3. The Company is not responsible or liable for the third‑party’s performance, downtime, policies, removal of content, or any fees imposed by them.
2. The Company may collect, transmit or facilitate payments on your behalf through third‑party payment processors. You authorise us to do so and acknowledge any such processor’s terms. The Company will not be liable for any failure, fraud or dispute arising out of a third‑party processor’s actions.

15. Data Protection & Privacy

1. We will collect, store and process personal data about you in accordance with our Privacy Policy (which you should read in conjunction with these Terms).
2. While we will take commercially reasonable technical and organisational measures to protect your personal data, we cannot guarantee its absolute security. You acknowledge that transmission of data over the internet is inherently insecure and we cannot warrant that data will be free from interception or misuse.
3. You are responsible for maintaining the confidentiality of any user names, passwords or other credentials associated with your account, and for all activities that occur under your credentials. You agree to notify us immediately of any unauthorised use of your account.

16. Intellectual Property Complaints & DMCA‑Style Notice

1. If you believe any content on the Website or within the Services infringes your intellectual property rights, you may submit a written notice to our designated agent at support@talkere.com (or such other email as we may specify). Your notice must include:
   1. A description of the claimed infringement and the location of the material in question;
   2. Your contact information;
   3. A statement that you have a good‑faith belief that the use is not authorised;
   4. A statement, under penalty of perjury or equivalent, that the information in your notice is accurate and you are the rights holder or authorised to act on their behalf.
2. We will respond to valid notices and may remove or disable access to the infringing material as required by applicable law. We also reserve the right to terminate the accounts of repeat infringers.

17. Notices

1. Unless otherwise specified, any notice to you from the Company will be given by email to the address you provide, or by posting a notice on the Website. You may give us notice by emailing support@talkere.com.
2. Notice will be deemed given:
   1. If emailed, when the email is sent (unless it bounces back);
   2. If posted on the Website, 24 hours after posting.
3. You must give notice to us by email to support@talkere.com or such other address we designate, and we will confirm receipt of your notice.

18. Governing Law, Jurisdiction & Dispute Resolution

1. These Terms, the Website and Services shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
2. You submit to the non‑exclusive jurisdiction of the courts of Nigeria in respect of any dispute arising out of or in connection with these Terms or your use of the Website or Services.
3. Prior to commencing formal legal proceedings, the parties agree to attempt to resolve any dispute by negotiation in good faith. If unresolved within thirty (30) days, either party may commence proceedings.
4. Nothing in this clause prevents the Company from seeking injunctive or other equitable relief in any jurisdiction.

19. Representations & Independent Contractors

1. Each party represents that it has the legal power and authority to enter into these Terms and any related Service Agreement.
2. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and the Company. You are an independent contractor or client, and not an employee, partner or co‑venture of the Company.

20. Severability & Waiver

1. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in that jurisdiction, such provision will be limited or eliminated to the minimum extent necessary so that the remainder of these Terms remain in full force and effect.
2. Failure by either party to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision. A waiver is only effective if made in writing and signed by the waiving party.

21. Assignment

1. You may not assign or transfer any of your rights or obligations under these Terms or any Service Agreement without the prior written consent of the Company.
2. The Company may assign or transfer its rights and obligations under these Terms or any Service Agreement, without your consent, to an affiliate or successor entity (provided it will continue to perform its obligations under the assigned agreement).

22. Entire Agreement

These Terms, together with the Service Agreement (if applicable), the Privacy Policy (if applicable), and any other policy or document expressly referenced herein, constitute the entire agreement between you and the Company regarding your use of the Website and the Services, and supersede all prior or contemporaneous communications, proposals or agreements, whether oral or written, between the parties regarding those subject matters.

23. Electronic Signature / Agreement

1. You agree that by clicking an “I Accept” button (or similar), by using the Website or Services, or by signing a Service Agreement (including electronically), you are entering into a legally binding agreement with the Company as if you had signed physically.
2. If you have accessed the Website or Services on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms.

24. Marketing & Testimonials

1. With your consent (which may be embedded in your Service Agreement), the Company may use your name, likeness, voice, performance, image, testimonial, and case study (collectively “Promotional Materials”) in its marketing and promotional materials (including on the Website, social media, brochures) worldwide in perpetuity, in any media.
2. If you do not wish the Company to use your Promotional Materials, you must notify us in writing at support@talkere.com. We will use reasonable efforts to cease future use, but we are not liable for removal of Promotional Materials already in public materials.

25. Force Majeure

1. Neither party shall be liable for any delay or failure in performance of its obligations (except payment obligations) under these Terms or a Service Agreement if and to the extent that such delay or failure is caused by a Force Majeure Event.
2. “Force Majeure Event” means any cause beyond the reasonable control of the affected party, including acts of God, war, terrorism, civil unrest, strikes, governmental action, pandemics, fire, flood, explosion, power failure, internet or telecommunications failure, or other similar event.
3. The affected party shall promptly notify the other party in writing of the occurrence of the Force Majeure Event, and shall use commercially reasonable efforts to resume performance as soon as practicable.

26. Miscellaneous

1. Headings are for convenience only and do not affect interpretation.
2. References to “including” mean “including without limitation”.
3. Unless otherwise indicated, references to clauses are to clauses of these Terms.
4. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
5. You may download or print a copy of these Terms for your records.
6. If we have to delay enforcing our rights, that does not mean we waive them. Even if we do not immediately act upon a breach, we still may do so later.

Contact

If you have questions about these Terms, please contact: