AGREEMENT BETWEEN PRISK AND THE MEMBER.

The applicant agrees to the following terms and conditions as provided here below:

1. ACCEPTANCE OF THE TERMS AND CONDITIONS OF SERVICE.

1.1 These Terms and Conditions represent the Agreement between Performers Rights Society of Kenya (hereinafter referred to as ‘PRISK’) and the Users of its Platform as herein provided.

1.2. These Terms and Conditions of Service apply to the use of the Platform and the information, materials, images and/or videos etc. which may be displayed on, incorporated into, underlying, or used to operate the Portal including but not limited to databases, text, information, graphics, trade-marks, icons, logos, hyperlinks, sounds, photographs and designs.

1.3. By accessing and using the Portal, you accept and agree to be bound by the terms and provision of this agreement. You shall be subject to any posted guidelines and/or rules applicable to such Portal. PRISK shall be solely responsible for reviewing these Terms from time to time. Any participation in the Portal will constitute acceptance of this agreement.If you do not agree to abide by the above, please do not use the Portal.

1.4. Please note that PRISK reserves the right to change, modify, add or remove these Terms and Conditions, or any part thereof, at any time. These changes shall be effective immediately they are posted on the Portal and no other advance notice shall be required or provided. Users of the Portal are advised to regularly check on these Terms and Conditions for updates. Continued use of the Portal after changes have been made constitutes acceptance of those changes.

1.5. These terms and conditions shall apply to each and all the services, whenever applied for or provided to the User, and in the event of any conflict and/or inconsistency between the terms and conditions of service of a specific product or service, such conflict or inconsistency shall, in the absence of any express agreement to the contrary be resolved in a manner most favorable to PRISK and to the exercise of PRISK’s rights and options with respect to any matter and issue to which the inconsistency relates.

1.6. PRISK shall reserve the right to accept, to refuse and/or execute any services, and to cancel services in whole or in part in their absolute discretion without giving any reasons thereof.

1.7. These terms and conditions of service shall, together with the Privacy Policy and Declaration Policy, govern the legal relationship between PRISK and its Users.

1.8. TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF PRISK TO YOU AND THAT INDEMNIFY PRISK AGAINST CLAIMS AND DAMAGES THAT IT OR THIRD PARTIES MAY SUFFER AS A RESULT OF YOUR CONDUCT.

Please read these terms and conditions carefully:

2. Interpretation

A.In these terms and conditions of service, unless the context otherwise requires, the following terms shall have the following meanings: “Member” means a User whose application for PRISK’s membership is successful;

“PRISK” means the legal entity establishing the Portal to be used by the user; “Services” means and includes all services offered or provided to Users in the Portal;

“User” means any natural or legal person who makes use of any of the Services;

“Site” shall mean a site published by PRISK including any page or part thereof.

B.Any reference to the words used in these terms and conditions of service shall be regarded as follows:

i. Any clause headings inserted into these terms and conditions of service are to facilitate reference and shall not be referred to or relied upon in the interpretation of the terms and conditions of service.

ii. Any word and or expression defined in any other part of these terms and conditions of service shall bear the meaning of such words or expressions as assigned.

iii. Where the context so admits, the singular shall include the plural and words in the masculine gender shall include the feminine gender and/or neuter gender and vice-versa.

iv. Where, any provision of these terms and conditions of service conflict with any law, then to the limited extent of such conflict, such provision shall not be in connection with these terms of service and shall not affect its enforceability.

v. The terms "you", and "your" and "user" shall mean any person who accesses or uses the Site(s).

3. Portal Access and Usage

3.1. User Accounts

a) Any person that uses the Portal shall have attained the legal age of Eighteen (18) years (or the age of legal majority in your jurisdiction) or in the alternative, the user shall access the Portal under the strict supervision of a parent or legal guardian.

b) The site requires you to register in order for your application to become a member of PRISK is considered by the Board. For purposes of registration, PRISK requires certain personal information such as your name, address, email, mobile number and age, as well as at least one valid payment method. Should you choose to register, you agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid payment method on file, may result in delay of payment of royalties due to members.

c) Unless otherwise permitted by PRISK in writing, you may only possess one Account.

d) Users agree to be bound by the Terms and Conditions of Services whenever using the services offered in the Portal.

e) Any person who is not in agreement to all the terms and conditions of service of this agreement or be unable to comply, fulfil and/or adhere with these terms and conditions of service, shall immediately cease/terminate use of the Portal.

3.2. Acceptable Usage

a) Users acknowledge and understand that PRISK in this Portal acts as a conduit for the provision of information and content for registration purposes only. PRISK does not guarantee that the application constitutes automatic admission into membership.

b) Users acknowledge that PRISK shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on the User.

c) It shall be the sole responsibility of Users to familiarize themselves with all applicable laws, regulations and codes of conduct to which they may be subject and to ensure compliance therewith.

d) Users should understand that any information displayed on the Portal is for information purposes and not for commercial purposes.

e) Users who wish to use or link to the Portal for any purpose, or in any way, not expressly permitted in these Terms and Conditions of Service, may only do so with the express prior written permission of PRISK.

f) PRISK, at any time and for any reason, reserves the right to revoke your access or use of the Portal or the Content without giving you any notice or informing you of this.

g) Users shall not allow persons under the age of Eighteen (18) years to use their accounts to receive the Services from PRISK UNLESS in accordance with the terms herein. Users shall also not transfer their Account to any other person or entity UNLESS with express permission in writing from PRISK.

h) Users shall neither do, nor omit to do, anything that would result, directly or indirectly, in any breach by PRISK or by the User of any requirement or provision of any applicable legislation, regulations, code of conduct or failing which PRISK shall be entitled to immediately suspend or terminate the provision of Services to the User and the User shall have no claim of any nature against PRISK (including claims for re-imbursement, refund, compensation or damages).

i) Users hereby indemnify PRISK against any fine imposed on PRISK or any damages suffered by PRISK as a result of any act or omission of a User that amounts to a breach of any law or code of conduct to which PRISK may be subject. Upon notification of any such fine or damages, Users agree to immediately pay the amount of such fine or damages to PRISK. Any amount not paid to PRISK within 24 hours of notification thereof shall accrue an interest. Users may not use, or knowingly allow others to use, the Services for any purpose that may bring PRISK’s name into disrepute, or for any purpose that, in PRISK’s sole and absolute discretion, is improper, immoral or undesirable.

3.3. License a) PRISK grants to every user a revocable license to use their Portal for purposes of obtaining services provided on the Portal and which right shall not be transferrable to third parties. Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by PRISK in advance. Any breach of these Terms and Conditions shall result in the immediate revocation of the license granted in this paragraph without notice to you.

b) Any rights not expressly granted herein are reserved by PRISK and its licensor’s.

3.4. Restrictions

a) Any content provided on the Portal is solely for informational purposes.

b) Every user of the Portal shall be solely responsible for keeping passwords and other account identifiers safe and secure. The account owner is entirely responsible for all activities that occur under such password or account. Furthermore, you must notify PRISK of any unauthorized use of your password or account. The Site shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.

3.5. Text Messaging and Telephone Calls

a) Upon registration, you agree that PRISK may contact you via telephone, email or text messages at any of the phone numbers and/or email addresses provided by you or on your behalf in connection with a PRISK Account.

b) Anything submitted to the Portal and/or provided to PRISK, including but not limited to questions, reviews, comments and suggestions will become the Portal’s sole and exclusive property and shall not be returned to you.

c) You may not:

(i) remove any copyright, trademark or other proprietary notices from any portion of the Services;

(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by PRISK;

(iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;

(iv) link to, mirror or frame any portion of the Services;

(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or

(vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

3.6. Access Networks and Device

You are responsible for obtaining the data network access necessary to use the Portal and the Services therein. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. PRISK does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. Services

4.1. The Services comprise a Platform that allows the User to get all the information pertain PRISK as well a registration option to allow them to become members of PRISK upon approval by the Board.

4.2. Unless otherwise agreed by PRISK in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

5. Payment

5.1. You understand that use of the Portal and the Services therein specifically registration to be a member shall result in charges known as membership application fee. The said membership application fee shall be non-refundable.

5.2. As between you and PRISK, PRISK reserves the right to establish, remove and/or revise the membership application fee at any time at PRISK's sole discretion.

6. Amendments

a) PRISK reserves the right, in its absolute discretion, to alter and/or amend any criteria set out in these terms and conditions of service or any information without prior notice and to update prices and rates of the services and products offered as communicated from time to time.

b) Users shall undertake to check the Portal frequently and to acquaint themselves with the changes and/or amendments in the information supplied on the Portal and, in this regard, Users undertake to check, at a minimum, these terms and conditions of service for any alteration thereto, including in respect of the prices and nature of any Services, prior to the conclusion of each service order in respect of the Services governed by these terms and conditions of service.

7. Privacy

This shall apply as per PRISK’s Privacy Policy. Users should therefore ensure that they read and understand the Privacy Policy for further guidance.

8. Breach

Where a User breaches any of these terms and conditions of service without prejudice to any of its legal rights, PRISK shall be entitled to, amongst other things, to cancel its agreement with the User, to suspend or terminate the provision of services to the User, to suspend, disable or terminate the User's accounts and to sue the User.

9. Limitation of Liability, Warranties and Indemnities

9.1 The User shall indemnify PRISK against any damages, liabilities, fines and risks that may follow from the contravention of these terms and conditions of service.

9.2 PRISK shall not be liable for any damage, loss or liability of whatever nature arising from the use or inability to use the services or any other content provided.

9.3 Further, PRISK makes no representations or warranties, implied or otherwise, amongst others, that the contents available from the Portal are free from errors or omissions or that services will be 100% error free and uninterrupted.

9.4 These terms and conditions of service together with any other contractual documents expressly referenced in these terms and conditions of service contain all of the terms of agreement between the User and PRISK.

9.5 Users shall not hold PRISK against any reasonable damages, awards, penalties or legal costs claimed or imposed by any party as a result of any commission or omission by the User that constitutes a breach of any legislation, regulations, code of conduct or network provider codes or practice or acceptable usage policies.

9.6 Users shall indemnify PRISK and hold them unaccountable against any reasonable claims, actions or damages from any party as a result of the fraudulent or unauthorized use of the User's Username and password or loss thereof.

10. General

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms and conditions of service is found to be unenforceable or invalid, such term(s) or condition(s) shall be severable from the remaining terms and conditions of service. The remaining terms and conditions of service shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable.

11. Disclosure of Information

These terms and conditions also apply to the Portal and all of its division, subsidiaries and affiliate operated internet sites which reference these Terms and Conditions.

12. Proprietary Rights

12.1. All intellectual property rights, whether registered or unregistered, on the Portal, information content on the Portal and all the website design, including but not limited to text, graphics, software, photos, video, music, sound, their selection and arrangement, all software compilations, underlying source code and software shall remain our property. The entire contents of the Site are protected by copyright as a collective work under Kenyan copyright laws and international conventions. All rights are reserved.

12.2. Content from the Portal may not be used or exploited by Users for any commercial and non-private purposes without the prior written consent of PRISK.

13. Suspension and Termination

13.1. PRISK may suspend (indefinitely or for such period as it may consider appropriate) or terminate any services at any time by giving sufficient notice to the User and stating its reason(s) for the suspension on termination of the service and, in any circumstances which PRISK deems appropriate, the means by which the User can avoid such suspension or termination provided that nothing herein shall prejudice or affect any right(s) of PRISK to suspend or terminate any service.

13.2. In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and Conditions or revoke any or all of your rights granted under the Terms and Conditions. Upon the termination of the Terms and Conditions, we shall, in addition to any other legal or equitable remedies, immediately revoke the password and account identification issued to you and deny your access to and use of the Site in whole or in part.

13.3. Any termination of the Terms and Conditions shall not affect the respective rights and obligations of the parties arising before the date of termination. You furthermore agree that the Portal shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Portal or with any terms, conditions, rules, policies and guidelines in operating the Portal, your sole and exclusive remedy is to discontinue using the Site

14. Force Majeure

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control including, without limitation, strikes, work stoppages, pandemics, accidents, acts of war or terrorism, civil or military disturbances, natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

15. Applicable Law

These terms and conditions of service shall be governed by, construed and interpreted in accordance with the laws of the Republic of Kenya and the Kenyan courts shall have exclusive jurisdiction in respect of any disputes that may arise between the User and PRISK.

16. Entire Agreement

These terms and conditions of service constitute the entire agreement between PRISK and the User.

PRIVACY POLICY

1. Introduction

Performers Rights Society of Kenya values your privacy. To offer better protection of your privacy, we provide this Privacy Policy outlining our online information practices and the choices you can make regarding the collection and use of your personal information. Our Privacy Policy describes what personal information we may collect and how we may use and protect any personal information that is made available to us. Your usage of our portal constitutes your acceptance of this Privacy Policy.

2. Information collected

a) Personal information You shall be required to provide the following personal information which we collect to enable us verify whether you are entitled to become a member of Performers Rights Society of Kenya; your name, stage name, I.D Number, Date of Birth, sex, Marital status, Spouse Name, address, phone number, identification number and payment details among other personal information.

b) Non-Personal Information

Our portal will recognize non-personal information including but not limited to IP address, date and time of access, number and frequency of visits and visitors among other information. Such information is used to internally improve our portal, product development and marketing purposes generally.

3. How we use Personal Information

The personal information you provide us will be kept confidential and be used to support your customer relationship with us and to notify you of information that we think may be of interest to you. You may be required to submit limited personal information when accessing the services.

The personal information collected is used to do the following:

a.Effectively process your membership application;

b.Process your payments and communicate with you about your membership application status;

c.Update our database and keep your accounts with us for ease of reference;

d.Prevent and detect any fraudulent activities and abuse on our portal;

e.Communicate to you new product features, personalized products, service offers and events that we think may be of interest to you;

f.Analyze, develop, continually improve and enhance the use, functionality and performance of our website and mobile application, products and services to manage the security of our sites, networks and systems; and

g.Ensure compliance with applicable laws, including our obligations to make disclosures to authorities, regulators and government bodies.

4. Disclosure of Information

Any disclosure of your personal information shall be in accordance with applicable law and regulations. We shall assess and review each application for information and may decline to grant such information to the requesting party. We may disclose your information to:

a. Law-enforcement agencies, network providers, regulatory authorities, courts or other statutory authorities in response to a demand issued with the appropriate lawful mandate and where the form and scope of the demand is compliant with the law;

b. Emergency service providers when you make an emergency call (or where such disclosure to emergency service providers is necessary for your rescue, health and safety);

c. Third-party service providers who require access to that data to perform their work on our behalf for the purpose of helping us deliver our services;

d. Any other person that we deem legitimately necessary to share the data with.

5. Our Commitment to Information Security

We are committed to maintaining the confidentiality, integrity and security of personal information and we will take all appropriate security measures to ensure that any personal information that is availed to us will be protected against loss, destruction and damage, and against unauthorized or accidental access, processing, erasure, use, transfer, modification, disclosure or other misuse.

6. Securing your personal information

It is important for you to protect yourself against unauthorized access to your password and to your computer/device used to access our portal. You should always ensure that you sign off when finished using a shared computer/device.

7. Amendment of this Privacy Policy

Our Privacy Policy may be updated from time to time at our discretion and changes will become effective upon posting to the portal. If you terminate your relationship with us, portions of your personal information may be retained in our systems for as long as is reasonably necessary to assist us in meeting our legal compliance obligations.

DECLARATION POLICY

1) Rights to be Administered

PRISK shall be administer the Performers rights for the use of the member’s performance in audiovisual and sound recordings. PRISK shall administer remuneration for:

a) Communication to the public;

b) Broadcasting include radio and television;

c) Public performance;

d) Blank media levy and other similar payments;

e) Online transmission;

f) Cable transmission;

g) The making available to the public of his/her fixed performance, by wire or wireless means in such a way that members of the public may access them from a place or time individually chosen by them.

2) Restriction in Administering Authority

A member may exclude certain countries from PRISK’s administering authority. In order to implement restrictions, PRISK shall be notified in writing of the restrictions concerning administering of the rights. If restriction is not possible for legal, administrative, technical or other legitimate reasons, PRISK shall inform the member of this without delay. Notification of restriction shall be given six months prior to the end of PRISK’s financial year, and shall come into effect at the beginning of the next financial year.

3) New Rights and Changed Circumstances

In the event rights are to be administered by PRISK are varied due to changes in legislation, national or international agreements or any other similar reason, or the Annual General Meeting of PRISK decides to make changes to administering authority granted to it or to the rules of distribution, PRISK shall five information about the changes to its members. A change published in the above described way shall be part of this Agreement unless the Performer informs the Society in writing about any restriction by the date stated in the announcement.

4) Authorization

Through this Agreement, the member authorizes PRISK to:

a) Make agreements regarding conditions of use and remuneration for the use of rights transferred in this Agreement, to collect and receive remunerations, to hold the collected remuneration for the member until paid to the member and to carry out any other measures necessary for the administering of the rights;

b) Appear in its own name in court proceedings and to make arbitration agreements in its own name in dispute concerning the rights transferred to be administered by PRISK or the amount or remuneration, and to take any other measures necessary for the administering of the rights;

c) Develop such distribution arrangements with corresponding foreign societies that as much of the remuneration accumulated in the collecting country as possible can be paid out as remuneration;

d) Exercise, maintain and administer the rights aforementioned in section 1 herein above to the best of its knowledge and ability as well as to conduct all related legal transactions or to have them conducted thereby; and

e) Use photographic images bearing the member’s resemblance in whatever format exclusively for promotional activities of PRISK;

5) Distribution and use of Collected Remuneration

PRISK shall distribute the collection remuneration in compliance with its distribution rules. Remuneration to be distributed shall be paid after the data concerning the assigned music has been processed. In order to receive payment, the member shall fulfill the obligations defined under clause 7 herein.

6) Clarification and Distribution Fee

If the member does not fulfill the obligation as stipulated in clause 7 herein PRISK is entitled to deduct from the remuneration to be distributed to the member a clarification fee verified by the Board of PRISK. If administering of the member’s rights leads to exceptional costs, PRISK is entitled to deduct a distribution fee verified by the Board from the remuneration payable to the member.

7) Performer’s Obligation

It is the member’s obligation to:

a) Provide PRISK with accurate data on recordings in compliance with the procedure verified by the Society;

b) Inform PRISK about any membership in foreign organizations also administering remunerations; and

c) Provide PRISK with up-to-date payment and address data and report any changes to the given data without delay, from time to time.

8) The member’s Death and Termination of a Corporate Body

In the event that the member dies, the rights and obligations defined in this Agreement shall pass on to the member’s next of kin as provided for by the member. If the performer is a corporate body, and is wound up for reasons other than a merger, break-up or bankruptcy, and it has not been stipulated how to use the remunerations referred to in this Agreement, the Board of PRISK may, of not otherwise stipulated in legislation, decide to use the remunerations for purposes defined in the PRISK Memorandum and Articles of Association.