Terms of Use

Ckrowd is a digital platform owned and operated by Ckrowd Africa Technologies Limited, a company incorporated in the Federal Republic of Nigeria with registration number RC 1701974, whose registered office is at 7th Floor, Mulliner Towers, Alfred Rewane Way, Ikoyi, Lagos (“Ckrowd”, “we”, “us” or “our”).

These Terms of Use (“Terms”, which we may also refer to as our “Terms of Service”) form a legally binding agreement between you and Ckrowd. They govern your access to and use of our website, our mobile applications, and every feature, tool, programme and service we make available through them (together, the “Platform”).

The Platform includes TourStack by Ckrowd (“TourStack”), our business-to-business platform for the Pan-African live events ecosystem, and every other product, brand or service that Ckrowd operates now or in the future. These Terms apply to all of them. Where we publish additional terms for TourStack or any other product, those additional terms are Supplementary Terms and apply together with these Terms.

You accept these Terms, and agree to be bound by them, when you do any of the following:

• (a)click or tap a button or tick a box confirming that you accept them;
• (b)create an Account or complete any part of our registration, verification or onboarding process;
• (c)submit any form, Expression of Interest, listing, credential, financing request, workforce profile or other Submission; or
• (d)access, browse or use any part of the Platform, even without an Account.

If you do not agree with these Terms, you must not access or use the Platform.

If you accept these Terms on behalf of a company, firm, label, management company, agency or other organization, you confirm that you have the authority to bind that organization to these Terms. In that case, “you” and “your” refer to both you and that organization, and you and the organization will be jointly responsible for complying with these Terms.

Please read these Terms carefully and keep a copy for your records.

In these Terms, the following words have the meanings given below:

• (a)“Account” means the account you create on the Platform, including any Profile linked to it.
• (b)“Applicable Law” means the Laws of Federal Republic of Nigeria.
• (c)“Certification” means any certificate, badge, label or other credential issued by Ckrowd to show that a User has completed a Training Programme or met other criteria set by Ckrowd.
• (d)“Ckrowd Content” means all content that we make available on or through the Platform, including text, graphics, designs, software, data, Market Insights, Training Programme materials and reports, but excluding User Content.
• (e)“Client” means any individual or organization that uses the Platform to search for, select, engage or work with Professionals, or to obtain Managed Services.
• (f)“Conversion Fee” means the fee, set out in the Payments, Fees and Refund Policy, that allows a Client and a Professional to continue their working relationship outside the Platform.
• (g)“Deliverables” means all work, materials, recordings, designs, plans, reports and other results that a Professional produces or provides for a Client under an Engagement.
• (h)“Engagement” means any agreement or arrangement between a Client and a Professional for the Professional to provide services to the Client, where that agreement or arrangement is made through the Platform or results from an introduction made through the Platform.
• (i)“Expression of Interest” or “EOI” means any submission made through TourStack or elsewhere on the Platform to express interest in hosting, promoting, staging, supporting, financing, insuring or otherwise taking part in a tour, show, event or other opportunity.
• (j)“Fees” means all amounts payable to Ckrowd, including service fees, commissions, subscription fees, Training Programme fees and Conversion Fees, but excluding Project Funds that are passed on to Professionals.
• (k)“Managed Services” means services that Ckrowd itself agrees to provide to a Client under a separate written agreement, such as strategic planning, project management, coordination of teams across territories, or bespoke research.
• (l)“Managed Services Agreement” means the separate written agreement, statement of work or order form that sets out the scope, fees and terms of any Managed Services.
• (m)“Market Insights” means any data, statistics, analysis, reports, trend information, audience information, regulatory summaries or similar information that we provide on or through the Platform or in connection with our services.
• (n)“Partner” means any independent third party that offers its own products or services to Users through or in connection with the Platform, including financiers, lenders, investors, insurers, insurance intermediaries, payment partners and other service partners.
• (o)“Payment Service Provider” means any bank, payment processor, card scheme, mobile money operator, payout partner or other licensed financial services provider that we use to collect, hold, convert or pay out money.
• (p)“Personal Data” means any information relating to a living individual who can be identified, directly or indirectly, from that information.
• (q)“Professional” means any individual or business that creates a Profile on the Platform to offer music, creative, technical, legal, business or related services, including producers, songwriters, DJs, sound engineers, musicians, marketers, managers, lawyers, stage and lighting designers, content creators and creative leads.
• (r)“Profile” means the public or semi-public page on the Platform that describes a User, including any portfolio, credits, testimonials, ratings and other information displayed on it.
• (s)“Project” means any piece of work, campaign, release, event, tour, production, assignment or other activity for which a Client seeks Professionals or Managed Services through the Platform.
• (t)“Project Funds” means money paid by a Client through the Platform for a Professional’s fees or expenses under an Engagement, before that money is released to the Professional or refunded to the Client.
• (u)“Stakeholder” means any User of TourStack, including artists, artist managers and agents, promoters, venues, vendors and service providers, Workforce Members, financiers, insurers and other participants in the live events ecosystem, whether or not they are also a Client or a Professional.
• (v)“Submission” means any account registration, form, Expression of Interest, listing, credential, certificate, licence, insurance document, financing request, workforce profile, artist roster, partner submission or other information or document submitted to Ckrowd or through the Platform.
• (w)“Supplementary Terms” means the Client Terms, the Professional Terms, any Managed Services Agreement and any other additional terms that apply to a particular feature, programme or service.
• (x)“Training Programme” means any course, workshop, module, assessment, masterclass, learning resource or similar programme offered on or through the Platform, whether free or paid.
• (y)“TourStack” has the meaning given in Clause 1.3.
• (z)“User” means any person who accesses or uses the Platform in any way, including visitors, Clients, Professionals, Stakeholders and Partners.
• ({)“User Content” means any content that a User uploads, submits, posts, sends or otherwise makes available on or through the Platform, including Profile information, portfolios, audio, video, images, credits, project briefs, Submissions, messages, reviews, ratings and feedback.
• (|)“Workforce Member” means any individual or crew who registers on TourStack to offer their labour or skills for live events, such as technicians, stagehands, riggers, drivers, security, hospitality and production staff.
• (})“you” and “your” mean the person or organization using the Platform.

In these Terms, unless the context requires otherwise:

• (a)headings are for convenience only and do not affect the meaning of any clause;
• (b)the words “include”, “including” and “for example” do not limit the general words that come before them;
• (c)words in the singular include the plural, and the other way round;
• (d)“in writing” means email except where expressly stated to include messages sent through the Platform’s messaging or notification features;
• (e)a reference to a law includes that law as amended, extended or replaced from time to time, and any regulations made under it; and
• (f)a reference to a “day” means a calendar day, and a reference to a “business day” means a day other than a Saturday, Sunday or public holiday in Lagos, Nigeria.

Ckrowd connects individuals and organisations in the music and creative industries with vetted music and creative professionals in Africa, Latin America and other emerging markets. Our aim is to make it quicker and easier to find the right people for a Project, and to support professionals in building their careers.

Depending on the features available to you, the Platform may offer the following:

• (a)Talent marketplace: Professionals create Profiles and Clients search, browse, shortlist, select and engage Professionals directly for their Projects.
• (b)Experience levels: Professionals may be grouped by experience level, currently Early Career (1 to 3 years), Mid-Level (4 to 10 years) and Seasoned (11 to 20 years), so that Clients can match their Projects to the experience they need.
• (c)Managed Services: where agreed under a Managed Services Agreement, Ckrowd may itself provide strategy, planning, project management and coordination support for a Client’s Project.
• (d)Market Insights: information on audiences, industry trends, competitor activity and regulatory conditions in emerging markets.
• (e)Training and Certification: Training Programmes, Certifications, tools and resources for Professionals.
• (f)Platform tools: messaging, scheduling, contracting, file-sharing, review and payment tools that help Users work together; and
• (g)TourStack: tour discovery, Expressions of Interest, promoter and venue onboarding, workforce registration, service provider workflows, artist management coordination, insurance pathways, financing workflows and related live events services.

Our role in the talent marketplace. When a Client selects and engages a Professional through the Platform, the Engagement is a direct agreement between the Client and the Professional. Ckrowd provides the Platform that allows them to find each other, agree terms, communicate and make payments. Unless we have expressly agreed otherwise in a signed written agreement, Ckrowd is not a party to the Engagement and is not the employer, agent, partner, guarantor or representative of either the Client or the Professional.

Because of this, and unless a Managed Services Agreement says otherwise, Ckrowd does not direct, supervise or control how a Professional performs an Engagement, and is not responsible for the quality, safety, legality, timeliness or outcome of any services or Deliverables provided by a Professional, or for any Client’s conduct, instructions or payment.

Our role in Managed Services. Where Ckrowd agrees to provide Managed Services, our responsibilities will be only those set out in the Managed Services Agreement. Unless that agreement expressly states otherwise, Professionals engaged for a managed Project remain independent providers responsible for their own work, and Ckrowd’s role is limited to the planning, coordination and management services described in the agreement.

Descriptions of our services. Statements on the Platform, in our marketing or in our communications that describe what Ckrowd does (for example, references to end-to-end project management, ensuring quality or cultural alignment, or delivering measurable results) describe the type of services we offer and the standards we aim for. They do not, on their own, create a promise or guarantee about the outcome of any particular Project. Any specific commitment we make will be set out in writing in the Supplementary Terms that apply.

No guarantee of work or results. Ckrowd does not guarantee that a Professional will receive any Project, any particular amount of work or any income through the Platform. Ckrowd does not guarantee that any particular Professional will be available, or that any Project will achieve any particular result, including streams, sales, audience growth, chart positions, bookings, media coverage, revenue or return on investment.

Market Insights are for general information only. Market Insights are based on information from third-party sources, publicly available data and our own analysis at a particular point in time. Markets change quickly, and we do not guarantee that any Market Insight is complete, accurate or up to date. Market Insights are not legal, tax, financial, investment or regulatory advice, and you should obtain independent professional advice before relying on them for any significant decision. Where we publish industry figures, we will try to identify their source, and the figures remain the responsibility of that source.

Automated matching and ranking. The Platform may use automated tools, including algorithms and artificial intelligence, to recommend, match, sort or rank Professionals and Projects. These tools are designed to help Users, but they may not identify every suitable match, and Users remain responsible for their own choices.

To use the Platform, you must:

• (a)be at least eighteen (18) years old and have the legal capacity to enter into a binding contract in the country where you live;
• (b)not have been previously suspended or removed from the Platform, unless we have given you written permission to return;
• (c)not be named on, owned or controlled by anyone named on, or acting for anyone named on, any sanctions list maintained by the United Nations, the Federal Republic of Nigeria, the European Union, the United Kingdom, the United States of America or any other authority whose sanctions apply to Ckrowd;
• (d)be able to comply with these Terms and all Applicable Law that applies to your use of the Platform.

Persons under eighteen (18). A person under eighteen (18) years old must not create an Account or use the Platform independently. We may, at our discretion, allow a Professional under eighteen (18) to be listed on the Platform only through an Account opened and operated by that person’s parent or legal guardian. In that case, the parent or legal guardian accepts these Terms on the young person’s behalf, is responsible for all activity on the Account, must approve and supervise every Engagement, and must ensure that any work is lawful and suitable for the young person’s age.

A Client who engages a Professional who is under eighteen (18) must comply with every Applicable Law on the protection and employment of children, including laws on working hours, schooling, supervision, chaperoning, travel, safe working conditions and the handling of the young person’s earnings. We may refuse, suspend or cancel any Engagement involving a person under eighteen (18) if we have any concern for that person’s welfare.

TourStack is for business use. TourStack is intended for businesses, organisations and individuals acting in the course of their trade, business, craft or profession. By using TourStack, you confirm that you are doing so for those purposes and not as a consumer.

We may ask you at any time to provide evidence that you meet these eligibility requirements, and we may refuse access to, suspend or close any Account if we reasonably believe you do not meet them.

Some parts of the Platform may be viewed without an Account, but you will need an Account to create a Profile, post a Project, engage a Professional, receive or make payments, or take part in Training Programmes.

When you create and use an Account, you agree that:

• (a)all information you provide, whether when registering, completing forms, uploading credentials, making any Submission or representing any business, venue, artist roster, workforce profile or financing request, will be true, accurate, current and complete, and you will update it promptly if it changes;
• (b)you will register only one Account for each role you hold on the Platform, unless we allow otherwise in writing;
• (c)you will not create an Account using a bot, script or any other automated method, or on behalf of another person without their authority;
• (d)you will not create an Account using a false identity, a name you are not entitled to use, or a name, stage name or brand that infringes another person’s rights or is likely to mislead others;
• (e)you will not sell, transfer, lend or share your Account, or allow any other person to use it, except authorized team members of an organization Account; and
• (f)you will keep your login details secure and confidential, use a strong password, and use any additional security features we provide, such as two-step verification.

You are responsible for all activity that takes place on your Account, whether or not you authorized it, unless the activity results from a failure in our own security systems. You must tell us immediately at if you suspect that your Account has been accessed without your permission or that your login details have been lost or disclosed.

If your Account is an organization Account, you may allow authorized employees or representatives to use it, provided that each of them has their own login where the Platform allows it, and you remain responsible for what they do on the Account. You undertake to remove access for anyone who is no longer authorized.

Your Account is personal to you. Although you are responsible for your Account and you own the User Content you place on it, the Account itself, including its username and web address on the Platform, is provided to you by Ckrowd and may not be transferred without our written consent.

We may refuse to open an Account, or ask you to change a username or Profile name, at our reasonable discretion, including where the name is offensive, misleading or infringes another person’s rights.

You may close your Account at any time through your Account settings or by contacting us. Closing your Account does not cancel any Engagement that is in progress, any amount you owe, or any obligation that is intended to continue after closure. See Clause 24 for more information.

Representing others. If you register or act on the Platform on behalf of a business, venue, artist, roster of artists, crew or any other person, you confirm that you have their current authority to do so, including authority to make Submissions, share their information and enter into discussions for them. You must tell us, and any Stakeholder you deal with, about any limit on that authority, such as a limit to a particular territory, period or type of engagement, and you must tell us promptly if that authority ends.

Before a Professional’s Profile is approved and made available to Clients, the Professional must complete our verification and onboarding processes, which may include training.

Depending on the type of Professional, the level of service and the territory, our verification may include:

• (a)checking identity documents and contact details;
• (b)reviewing portfolios, credits, work samples and testimonials;
• (c)contacting references or past clients;
• (d)skills assessments, interviews or trial tasks;
• (e)checking professional licences, registrations or memberships where a service requires them (for example, legal services); and
• (f)background or sanctions screening, where this is permitted by Applicable Law and you have been told about it in advance.

What “vetted” and “verified” mean. When we describe Professionals as “vetted”, “verified”, “handpicked”, “industry-tested” or by any similar word, we mean that the Professional has completed the verification steps that applied to them at the time of their approval, based on the information and documents they provided and any other information reasonably available to us. It does not mean that Ckrowd guarantees or is responsible for the Professional’s identity, qualifications, skills, experience, credits, licences, immigration or tax status, honesty, conduct, availability or performance, now or in the future.

Some of the information on a Profile, including years of experience, credits, past clients, awards and qualifications issued by third parties, is provided by the Professional and may not have been independently confirmed by us. Where the Platform shows that a particular item has been verified, that label applies only to that item and only as at the date of verification.

Experience levels. We assign experience levels based on the information a Professional gives us and our own assessment. Experience levels are a guide to help Clients search, not a guarantee of ability. We may review and change a Professional’s experience level at any time, including where new information comes to light.

We may repeat any verification step, or ask for further information or documents, at any time. If a User does not provide what we reasonably request within the time we give, or if any information provided is false or misleading, we may limit, suspend or close the Account.

Clients may also be asked to verify their identity, business details or source of funds, particularly before making large payments or engaging Professionals for high-value Projects.

Platform decisions. Ckrowd may review, verify, approve, reject, pause or remove any Account, Profile, Expression of Interest, listing, credential, financing request, workforce profile, partner submission or other Submission where the information is incomplete, inaccurate, unverifiable, suspicious or inconsistent with our platform standards, or where we are required to do so by Applicable Law or a Partner. Where practicable, we will tell you what further information would allow us to reconsider.

Access is not a guarantee. Being approved for, or given access to, the Platform or any feature of it does not guarantee any tour allocation, booking, Engagement, financing approval, insurance cover, Certification or other commercial opportunity or outcome.

Your own checks. Verification by Ckrowd does not replace your own judgment. Clients should carry out the checks that are reasonable for their Project before engaging a Professional, such as interviews, reviewing work samples, speaking to references, agreeing clear written terms and, where relevant, confirming insurance, permits, licences and safety qualifications. This is especially important for high-value work, work involving travel, live events, stage construction, rigging, electrical or other safety-critical work, and work involving young people. Professionals should likewise take reasonable care before accepting work from a Client.

This Clause sets out the main responsibilities of Professionals. Further terms are set out in the Professional Terms.

As a Professional, you confirm and agree that:

• (a)your Profile, portfolio, credits, experience, qualifications and testimonials are true, accurate and not misleading, and you will keep them up to date;
• (b)you will describe your actual role in any work you display (for example, by distinguishing between lead producer, co-producer, engineer, writer, assistant or session player), and you will not claim credit for work you did not do;
• (c)every testimonial and endorsement on your Profile is genuine, was given by the person named, and may be published by you;
• (d)you have the right to display every item in your portfolio, including any permission required from a former client, artist, label, employer or co-creator, and you will not display confidential or unreleased work without permission;
• (e)you will tell Clients, before accepting an Engagement, about any existing agreement that may limit what you can do for them, or any restriction on working with competitors;
• (f)you hold, and will keep in force, every licence, permit, registration, visa, work authorisation and insurance that Applicable Law or the Engagement requires for your services;
• (g)you will tell the Client if any part of your Deliverables has been created using artificial intelligence tools, where that use could affect the Client’s ownership of, ability to protect, or ability to commercially use the Deliverables, or where the Client has asked to be told;
• (h)you will only accept Engagements that you have the skills, time and resources to perform properly and on time;
• (i)you will respond to Clients professionally and within a reasonable time, and you will tell Clients promptly about any delay or problem; and
• (j)you will disclose any conflict of interest that could affect your work for a Client.

You are independent. Professionals provide their services as independent businesses or self-employed individuals. Nothing in these Terms makes a Professional an employee, worker, agent or partner of Ckrowd. Ckrowd does not pay Professionals a salary, wages or benefits, and Professionals are responsible for their own tax, pension, social security, insurance, equipment, expenses and business registration, except where a Managed Services Agreement or other signed agreement with Ckrowd expressly provides otherwise.

Number of Projects. There is no general limit on the number of Projects a Professional may take on, provided that the Professional can perform each Engagement properly and on time. We may set reasonable limits on the number of active proposals or Engagements, for example for new Professionals, for particular experience levels, or where a Professional’s performance falls below our standards. Any limit will be shown on the Platform or communicated to you.

How visibility and ranking work. The order in which Profiles appear in search results and recommendations depends on several factors, which may include:

• (a)how closely your Profile matches the Client’s search or Project requirements;
• (b)how complete and up to date your Profile is;
• (c)Training Programmes and Certifications you have completed;
• (d)the strength of your portfolio and testimonials;
• (e)your ratings, reviews and record of completing Engagements; and
• (f)how active and responsive you are on the Platform.

We may change the factors we use and how much weight we give to each of them. Where any placement on the Platform has been paid for, or is promoted by Ckrowd for commercial reasons, we will label it clearly as “promoted”, “sponsored” or with similar wording. We do not guarantee any particular position in search results.

This Clause sets out the main responsibilities of Clients. Further terms are set out in the Client Terms.

As a Client, you confirm and agree that:

• (a)every Project you post or describe is genuine, lawful and accurately described, including its scope, timeline, location, budget, required experience level and any special requirements;
• (b)you are solely responsible for deciding which Professional to engage, and for the instructions you give;
• (c)you will agree clear terms with each Professional before work starts, covering at least the scope of work, Deliverables, timeline, fees, expenses, cancellation and, where relevant, ownership of intellectual property, credits and royalties;
• (d)you will pay all amounts due under each Engagement on time and through the Platform;
• (e)where a Professional works at a venue, studio, event or other location that you arrange, you will take reasonable steps to make sure the location is safe, that the Professional has suitable facilities, and that the necessary permits, venue approvals, security and insurance are in place;
• (f)where an Engagement requires travel, you will agree in advance who is responsible for travel, accommodation, visas, work permits, per diems and local transport;
• (g)you will not ask a Professional to do anything unlawful, unsafe or in breach of these Terms, including manipulating streams or charts, using uncleared samples or third-party material, or making payments to influence airplay or editorial decisions where that is unlawful;
• (h)you will not discriminate against any Professional on the basis of race, ethnicity, national origin, religion, sex, gender, disability, age or any other characteristic protected by Applicable Law; and
• (i)you will treat Professionals with respect and will not harass, threaten or exploit them.

If the way you work with a Professional means that, under Applicable Law, the Professional is treated as your employee or worker, you are solely responsible for complying with all employment, tax and social security obligations that result.

An Engagement is formed when a Client selects a Professional for a Project and the Professional accepts, using the tools provided on the Platform, or when the Client and Professional otherwise agree that the Professional will provide services following an introduction through the Platform.

The Client and the Professional are free to agree the terms of their Engagement, as long as those terms are consistent with these Terms, and Applicable Law. Where the Platform provides standard Engagement terms and the parties do not agree different terms in writing, the standard terms will apply. Any terms the parties agree that conflict with these Terms will not bind Ckrowd and will not limit any right Ckrowd has under these Terms.

Each party to an Engagement is responsible for performing its own obligations. Ckrowd is not responsible for the failure of either party to perform, including any failure by a Client to pay or by a Professional to deliver, except to the extent that Ckrowd holds Project Funds and must deal with them in line with these Terms and the Payments, Fees and Refund Policy.

Where an Engagement involves work in more than one country, the Client and the Professional are each responsible for complying with the laws of every country involved, including laws on immigration, work permits, tax, foreign exchange, copyright, performing rights, data protection, health and safety, and import and export of equipment.

If you meet another User in person, travel for an Engagement or attend an event, you do so at your own risk. You should take sensible precautions, such as meeting in public or professional settings, telling someone you trust where you will be, and confirming travel and accommodation arrangements in writing.

TourStack is a business-to-business part of the Platform, operated by Ckrowd Africa Technologies, for the Pan-African live events ecosystem. It brings together artists, artist managers and agents, promoters, venues, vendors and service providers, Workforce Members, financiers, insurers and other Stakeholders.

Depending on the features available to you, TourStack may support:

• (a)tour discovery, including listings of tours, routes, dates and opportunities;
• (b)the submission, review and tracking of Expressions of Interest;
• (c)onboarding of promoters and venues;
• (d)workforce registration and workforce profiles;
• (e)service provider workflows, such as production, staging, logistics, security, hospitality and ticketing support;
• (f)artist management coordination;
• (g)insurance pathways;
• (h)financing workflows; and
• (i)related live events ecosystem services.

Expressions of Interest are not binding. An Expression of Interest is an indication of interest only. Unless a signed written agreement says otherwise, submitting, receiving, shortlisting, scoring or responding positively to an Expression of Interest does not create a binding contract, an exclusive right, a hold on any date or territory, or any obligation on Ckrowd or any Stakeholder to allocate a tour, show, date, territory or other opportunity to anyone. Allocation decisions are made by the relevant artist, management, promoter or Ckrowd, as applicable, at their discretion and on criteria they set. Each person bears their own costs of preparing and submitting an Expression of Interest.

Commercial relationships. TourStack helps Stakeholders discover opportunities and exchange information. The commercial terms between promoters, artists, vendors, financiers, insurers, venues, Workforce Members and other Stakeholders are governed by separate agreements between them. Unless a signed agreement expressly states otherwise, Ckrowd is not a party to those agreements, is not responsible for their negotiation or performance, and does not guarantee that any Stakeholder will enter into any agreement. Stakeholders should obtain their own legal, tax and financial advice before making any commercial commitment.

Insurance pathways. Ckrowd is not an insurer and, unless we expressly state that we hold the required licence, is not an insurance broker or agent. Our insurance pathways provide information about, and introductions to, independent insurers and licensed insurance intermediaries. Whether cover is offered, and its terms, price, exclusions and claims, are decided solely by the insurer under its own policy. You are responsible for reading every policy, giving complete and truthful information to the insurer, and making sure that each event has all the insurance required by Applicable Law, the venue and your contracts. Ckrowd is not responsible for any refusal of cover, gap in cover or decision on a claim.

Financing workflows. Ckrowd is not a bank, lender, investment adviser or fund manager and, unless we expressly state that we hold the required licence, does not provide or arrange regulated financial products or give financial advice. Financing requests made through TourStack are shared with independent financing Partners, who make their own decisions using their own criteria. We do not guarantee that any financing request will be approved, or the amount, cost or terms of any financing. Any financing arrangement is a separate agreement between you and the Partner. You must not use TourStack to raise money from the public, or to offer shares, notes, profit shares or other investments, except in full compliance with all applicable investment and securities laws.

Payments from Partners. Ckrowd may receive fees, commissions or other benefits from Partners or Stakeholders in connection with introductions, referrals or transactions made through TourStack. We will tell you about such arrangements where Applicable Law requires it, or where they could reasonably affect your decision.

Scoring and assessment. TourStack may use scoring logic, assessments, rankings and readiness indicators to evaluate Submissions. These are tools to support decisions by Ckrowd and Stakeholders. They are not credit ratings, guarantees, certifications or professional opinions, and we may change how they work at any time. Where a decision that significantly affects you is made solely by automated means, you may ask for it to be reviewed by a person, in line with our Privacy Policy and Applicable Law.

Routing of Submissions. For TourStack to work, we share Submissions with the Stakeholders and Partners they are relevant to. For example, we may share a promoter’s Expression of Interest with an artist’s management, a financing request with financing Partners, or a workforce profile with promoters and venues. By making a Submission, you authorise us to share it for these purposes, in line with our Privacy Policy. You must make sure you are entitled to share any information about other people that your Submission contains, such as artist, crew or staff information.

Workforce Members. Unless a signed agreement says otherwise, Workforce Members provide their services independently and not as employees of Ckrowd. A Stakeholder who engages a Workforce Member is responsible for the terms of that engagement, for any employment, tax and social security obligations that arise from it, and for providing a safe place of work, inductions, safety equipment, accreditation and supervision. Workforce Members are responsible for the truth of their profiles and credentials and for holding any qualification or certificate their work requires.

Event safety and compliance. Promoters, venues and event organisers are solely responsible for the safety and legal compliance of their events, including permits, local authority approvals, licences from collective management organisations, capacity limits, crowd management, security, medical cover, fire safety, accessibility and insurance. Unless a signed agreement says otherwise, Ckrowd does not organise, produce or control any event and is not responsible for how any event is planned or run.

Fees. Ckrowd charges Fees for the use of the Platform and certain services. The Fees, who pays them and when they are payable are set out in the Payments, Fees and Refund Policy and will be shown to you before you commit to any transaction. Unless stated otherwise, Fees are exclusive of value added tax and other applicable taxes.

Changes to Fees. We may change our Fees by giving you at least thirty (30) days’ notice before the change takes effect. A change in Fees will not apply to any Engagement or purchase that was agreed before the change takes effect.

Payments through the Platform. All payments between Clients and Professionals for Engagements formed through the Platform must be made through the Platform’s payment system, unless we agree otherwise in writing or a Conversion Fee has been paid. Payments are processed by Payment Service Providers, and you may be required to accept their terms. Ckrowd is not a bank, and the Platform’s payment system is not a deposit account or savings product.

Ckrowd as limited payment collection agent. Each Professional appoints Ckrowd as its limited agent for the sole purpose of receiving payments from Clients for that Professional’s services. When a Client pays Project Funds to Ckrowd or to our Payment Service Provider for an Engagement, the Client’s obligation to pay the Professional is discharged to the extent of that payment, even if Ckrowd later fails to pass the money on to the Professional. Ckrowd’s obligation is then to release the Project Funds to the Professional, or to refund them to the Client, in line with these Terms and the Payments, Fees and Refund Policy.

Milestones and release of Project Funds. Project Funds may be collected in advance and held until a milestone or Deliverable is approved by the Client, or is treated as approved under the Payments, Fees and Refund Policy (for example, where the Client does not respond within the stated review period). Project Funds are held with Payment Service Providers, do not earn interest for you, and are not a loan to Ckrowd.

Currency and exchange rates. Prices may be shown in, and payments made in, different currencies. Where money is converted from one currency to another, the conversion rate and any related charges will be those applied by the relevant Payment Service Provider at the time of conversion, and will be shown to you where the Platform allows. Ckrowd is not responsible for changes in exchange rates, or for delays or restrictions caused by foreign exchange rules, central bank regulations or bank processing times.

Taxes. Each User is responsible for declaring and paying all taxes that apply to the amounts they pay or receive through the Platform. Where Applicable Law requires us to deduct or withhold tax from any payment, or to collect value added tax or other taxes, we will do so and will provide evidence of the deduction where the law requires. We may ask you for a tax identification number or other tax information, and we may delay payouts until you provide it.

Refunds and cancellations. Refunds and cancellations are dealt with under the Payments, Fees and Refund Policy. Nothing in these Terms removes any right to a refund that you have under Applicable Law and cannot be excluded.

Holds on payouts. We may delay or hold a payout, or freeze Project Funds, for as long as is reasonably necessary where we reasonably suspect fraud, money laundering, a breach of these Terms or a security issue, where a dispute or chargeback has been raised, where verification is incomplete, or where Applicable Law or a Payment Service Provider requires it. We will tell you the reason for the hold where we are allowed to.

Chargebacks. If a Client starts a chargeback, payment reversal or dispute with their bank or card provider for a payment made on the Platform, we may suspend the relevant Account and hold the related Project Funds while the matter is investigated. If we reasonably conclude that the chargeback was fraudulent, unfounded or made in bad faith, we may close the Client’s Account and recover from the Client the disputed amount together with any fees, charges or penalties imposed on us by our Payment Service Providers.

Set-off and recovery. We may deduct from any amount we owe you any amount you owe to Ckrowd under these Terms, including unpaid Fees, refunds properly owed to a Client, chargebacks and charges imposed on us because of your breach. If the amount you owe is greater than the amount we hold for you, you must pay the balance within fourteen (14) days of our written request.

Minimum amounts and unclaimed funds. We may set minimum amounts for payments and payouts. If we are unable to pay money to you because your payout details are missing or incorrect, we will try to contact you.

Late payment. If any amount owed to Ckrowd is not paid when due, we may suspend your access to paid features until it is paid, and we may recover our reasonable costs of collection.

Ckrowd invests significant resources in finding, vetting, training and presenting Professionals, and in bringing Clients to the Platform. Our Fees are how we recover that investment.

During the Restricted Period (defined below), a Client and a Professional who first became aware of each other through the Platform must not, unless the Conversion Fee has been paid:

• (a)agree, request or make any payment for services outside the Platform;
• (b)move, or try to move, an Engagement or a new Project off the Platform in order to avoid Fees;
• (c)ask for, offer or exchange contact details, payment details or other means of dealing outside the Platform before an Engagement is formed, except where the Platform’s features allow it; or
• (d)use the Platform only to find each other and then deal elsewhere.

The “Restricted Period” begins when the Client and the Professional first connect through the Platform (for example, when the Client views the Professional’s full Profile, sends a message or invitation, or receives a proposal) and ends twelve (12) months after the later of that first connection and the end of their most recent Engagement on the Platform.

A Client and a Professional who wish to continue working together outside the Platform during the Restricted Period may do so by paying the Conversion Fee set out in the Payments, Fees and Refund Policy.

This Clause does not apply to a working relationship that existed before the Client and the Professional connected through the Platform, provided that the party relying on that relationship can show reasonable written evidence of it if we ask.

If another User asks you to deal outside the Platform in breach of this Clause, please report it to us at .

If you breach this Clause, we may suspend or close your Account, and you must pay us an amount equal to the Fees that would have been payable to Ckrowd on all amounts paid outside the Platform during the Restricted Period, or the Conversion Fee, whichever is higher. You agree that this amount is a reasonable estimate of the loss Ckrowd would suffer from such a breach, and is not a penalty.

We may offer Training Programmes, some of which may be required as part of verification and some of which may be optional, free or paid. Additional terms, such as entry requirements, fees, assessment rules and refund rights, may be shown on the page for each Training Programme.

Subject to these Terms and payment of any applicable fee, we give you a personal, non-exclusive, non-transferable and revocable right to access and use the Training Programme materials for your own learning. You must not copy, record, download (except where a download feature is provided), share, resell, publish or otherwise distribute any Training Programme materials, or allow anyone else to use your access.

You must complete every assessment honestly and by yourself, unless the assessment is expressly a group exercise. Cheating, plagiarism, impersonation or any other dishonesty in a Training Programme is a serious breach of these Terms.

What a Certification means. A Certification confirms only that you have completed the relevant Training Programme, or met the criteria Ckrowd set for that Certification, at the time it was issued. A Certification is not a government licence, a regulatory approval, an academic qualification or a professional accreditation, unless we expressly say so for a particular programme, and it is not a guarantee by Ckrowd of your skills or future performance.

You may display a Certification on your Profile and refer to it accurately elsewhere. You must not change it, misrepresent its meaning, or continue to display it after it has expired or been withdrawn.

We may withdraw a Certification if it was obtained through dishonesty or by mistake, if it has expired under the rules of the programme, or if your Account is closed for breach of these Terms.

Some Training Programmes may be delivered by third-party trainers or partners. Where that is the case, we will tell you, and the trainer or partner is responsible for the accuracy of the content they provide.

We may update, replace or withdraw any Training Programme. If you have paid for a Training Programme that we withdraw before you have had a reasonable opportunity to complete it, we will give you access to a reasonable alternative or a fair refund.

Ckrowd’s rights. Ckrowd or its licensors own all rights, including copyright, trademarks, design rights, database rights, rights in software, confidential information and all other intellectual property rights, in the Platform, the Ckrowd Content, the platform design, software, content, workflows, scoring logic and related materials, and the names “Ckrowd” and “TourStack”, our logos and our other brand features. Nothing in these Terms transfers any of those rights to you.

We give you a limited, personal, non-exclusive, non-transferable and revocable right to access and use the Platform and the Ckrowd Content for the purposes the Platform is designed for, and in line with these Terms. You must not use our name, logos or brand features without our prior written consent, except to accurately refer to your Profile or a Certification you hold.

Your User Content. You keep ownership of all rights you hold in your User Content. Ckrowd does not claim ownership of your music, recordings, designs, portfolio items or other creative works.

Licence you give to Ckrowd. So that we can operate the Platform, you give Ckrowd a worldwide, non-exclusive, royalty-free licence to host, store, copy, reproduce, display, perform, adapt the format of, and make available your User Content, and to allow our service providers to do the same on our behalf, for the purposes of operating, providing, verifying, securing and improving the Platform, routing your Submissions to the relevant Stakeholders and Partners, and promoting your Profile and the Platform. This licence includes the right to use your name, stage name, image and Profile information to show your Profile and, with reasonable attribution, to feature you in our marketing.

The licence given to Ckrowd lasts for as long as your User Content remains on the Platform, and for a period of three years or such reasonable time thereafter so that we can remove it from our systems and backups. It also continues for marketing materials that were already created or published before you removed the content, although we will not create new marketing materials using it. It continues indefinitely for reviews and messages you have given to or exchanged with other Users, so that the Platform remains accurate and those records remain complete.

Artificial intelligence. We will not use the creative works in your portfolio, such as your music, recordings, artwork or designs, to train any generative artificial intelligence model without your separate, express consent. We may use automated tools, including artificial intelligence, to analyse User Content for the purposes of matching, search, ranking, moderation, fraud prevention and security.

Licence to other Users. You give other Users a non-exclusive licence to view and listen to your User Content through the Platform, using only the features the Platform provides. Other Users may not download, copy, share or use your User Content outside the Platform without your permission.

Your promises about User Content. You confirm and promise that, for all User Content you make available:

• (a)you own it or have all the rights, licences and permissions needed to use it on the Platform and to grant the licences in this Clause;
• (b)it does not infringe any person’s copyright, trademark, image right, privacy, confidentiality or other right, and does not contain uncleared samples, interpolations or third-party material;
• (c)you have the permission of every identifiable person who appears in it, or whose voice, name or likeness is used in it, including permission for any use of artificial intelligence to imitate a person’s voice or likeness; and
• (d)to the extent permitted by Applicable Law, you have waived, or have obtained a waiver of, any moral right that would prevent Ckrowd from using it as permitted under these Terms, except the right to be identified as author where it is reasonably practicable to do so.

Ownership of Deliverables. Ownership of, and rights in, Deliverables are a matter for the Client and the Professional to agree in their Engagement. Ckrowd strongly recommends that the parties agree this in writing before work starts.

Where the Client and the Professional have not agreed otherwise in writing:

• (a)for Deliverables that do not include musical works or sound recordings (for example, marketing plans, campaign materials, stage designs, artwork, reports and similar materials), the Professional transfers to the Client ownership of the copyright in the Deliverables created specifically for the Client under the Engagement, but only once the Client has paid in full for them;
• (b)for Deliverables that include musical compositions, lyrics, arrangements or sound recordings, or where the Professional’s contribution may make them a co-author, songwriter, producer or performer entitled to credits, royalties or a share of income, nothing in these Terms transfers ownership of the Professional’s rights. Once the Client has paid in full, the Client receives a non-exclusive licence to use the Deliverables for the purpose of the Project described in the Engagement, and all other rights, including ownership, writing and publishing splits, producer royalties and credits, are determined by any written agreement between the parties or, if there is none, by Applicable Law;
• (c)the Professional keeps ownership of any tools, templates, know-how, samples, presets, sound libraries and other materials the Professional owned or developed before or separately from the Engagement (“Pre-existing Materials”), and gives the Client a non-exclusive, perpetual licence to use any Pre-existing Materials included in the Deliverables, but only as part of the Deliverables; and
• (d)third-party materials included in the Deliverables remain subject to their own licence terms, and the Professional must tell the Client about any such materials and any restrictions on their use before delivery.

Credits. Professionals keep any right to be credited for their work that they have under Applicable Law. The Client should give credit to the Professional in the way agreed in the Engagement or, if nothing has been agreed, in the way that is customary in the music and creative industries for the type of work concerned.

Use of Deliverables in portfolios. A Professional may display Deliverables in the Professional’s portfolio, on the Platform and elsewhere, once the Deliverables have been publicly released by the Client, unless the Client has asked in writing for them not to be displayed or the Engagement says otherwise. A Professional must not display unreleased or confidential Deliverables without the Client’s written permission.

Feedback. If you give us ideas, suggestions or feedback about the Platform or our services, you agree that we may use them freely, without payment or attribution to you, and without any duty of confidentiality.

Reporting infringement. If you believe that any content on the Platform infringes your copyright or other intellectual property rights, you may send us a notice under our Intellectual Property and Takedown Policy. The notice must identify the work concerned, identify the content you say infringes it and where it can be found on the Platform, give your contact details, state that you believe in good faith that the use is not authorized, confirm that the information in the notice is accurate and that you are the rights owner or are authorized to act for them, and be signed by you physically or electronically.

We may remove or disable access to content that is the subject of a valid notice, or that we otherwise believe in good faith to be infringing, while we investigate. The User who posted the content may send a counter-notice under the Intellectual Property and Takedown Policy. We will close the Accounts of Users who repeatedly infringe the rights of others.

Sending a notice that you know to be false, or that you send without a genuine belief that it is correct, may expose you to legal liability. If you are unsure whether content infringes your rights, we encourage you to obtain legal advice before sending a notice.

You must use the Platform lawfully, honestly and respectfully, and in line with our Acceptable Use and Community Guidelines.

You must not, and must not help or encourage anyone else to:

• (a)break any Applicable Law, or use the Platform for any unlawful, fraudulent or harmful purpose, or to facilitate any unlawful transaction;
• (b)provide false, misleading or incomplete information, impersonate any person or organization, or misrepresent your identity, qualifications, credits, experience or connection with any artist, label or company;
• (c)upload, post or share content that infringes the rights of others, including leaked or unreleased music, unauthorized remixes, uncleared samples, or content that imitates another person’s voice or likeness without their consent;
• (d)upload, post or share content that is sexually explicit, that exploits or endangers children in any way, or that promotes, encourages or celebrates violence, terrorism, hatred or discrimination against any person or group;
• (e)harass, bully, threaten, stalk, intimidate, abuse or discriminate against any person, or make unwelcome sexual advances;
• (f)offer, request or provide any service that artificially inflates streams, views, followers, chart positions, reviews or other engagement figures, including bots, stream farms or paid fake engagement;
• (g)offer, request or make any bribe, unlawful inducement or unlawful payment to influence airplay, playlisting, awards, editorial coverage or any business decision;
• (h)send spam, chain messages, unsolicited advertising or bulk messages, or use the Platform to recruit Users for a competing service;
• (i)collect, copy, scrape or harvest any data or content from the Platform, including Profile information or contact details, by any automated or manual means, except as the Platform’s features allow;
• (j)use bots, scripts, crawlers or other automated tools to access, use or interact with the Platform without our prior written consent;
• (k)access, or try to access, any Account, system, network or data that you are not authorized to access, or probe, scan or test the security of the Platform;
• (l)introduce viruses, malware or any other harmful code, or interfere with or disrupt the Platform, its servers or networks, or any other User’s use of the Platform;
• (m)copy, modify, reverse engineer, decompile or create works based on the Platform or its software, except where Applicable Law expressly allows it;
• (n)use the Platform to offer or promote any regulated financial, investment, gambling or other service that requires a licence you do not hold;
• (o)submit false, forged, altered or misleading credentials, certificates, licences, insurance documents, financial information, artist rosters or Expressions of Interest;
• (p)use the Platform to plan, promote, staff or support any event that you know, or ought reasonably to know, is unsafe or lacks the permits, licences, approvals, insurance or safety arrangements required by Applicable Law;
• (q)use the Platform in connection with money laundering, terrorist financing, sanctions evasion or any other financial crime;
• (r)post or share another person’s Personal Data or confidential information without their permission; or
• (s)use the Platform in any way that could damage the reputation of Ckrowd or bring it into disrepute.

The Platform may allow Clients and Professionals to rate and review each other after an Engagement. Reviews help Users make informed decisions, so they must be honest and fair.

Every review or rating you give must:

• (a)relate to a genuine Engagement in which you took part;
• (b)reflect your honest opinion and experience;
• (c)be accurate in any statement of fact; and
• (d)not contain offensive, discriminatory or defamatory content, Personal Data or confidential information.

You must not offer or accept any payment, discount, favour or other benefit in exchange for a review, ask anyone to post a false review, review yourself or a business connected with you, or threaten to post a negative review to gain an advantage.

We do not check every review before it is published, and reviews represent the opinions of the Users who wrote them, not the opinions of Ckrowd. We may remove or decline to publish any review that we reasonably believe breaches these Terms, and we may give the reviewed User an opportunity to respond publicly.

You are solely responsible for the reviews you write. If a review you write results in a claim against Ckrowd, Clause 27 will apply.

We have no general obligation to review or monitor User Content before it is posted. However, we may use automated tools and human review to check User Content and communications sent through the Platform, in line with our Privacy Policy, for the purposes of enforcing these Terms, preventing fraud, protecting the safety of Users, handling disputes, providing customer support, and complying with Applicable Law.

We may remove, hide, restrict or refuse to publish any User Content, and may restrict any feature of an Account, where we reasonably believe the content or activity breaches these Terms, Applicable Law or the rights of another person, or creates a risk to Users or to Ckrowd. Where we take action against your content, we will tell you and give our reasons, unless we are prevented from doing so by Applicable Law or doing so would create a risk of harm.

We may access, keep and disclose information about you, your Account and your User Content where we reasonably believe it is necessary to:

• (a)comply with Applicable Law, a court order, legal process or a lawful request from a government or regulator;
• (b)enforce these Terms, the Supplementary Terms or the Policies, or investigate a possible breach of them;
• (c)detect, prevent or deal with fraud, security or technical issues; or
• (d)protect the rights, property or safety of Ckrowd, our Users or the public.

You agree to receive communications from us electronically, including by email, SMS, in-app messages and notifications. These may include messages about your Account, Engagements, payments, security and changes to these Terms. You may opt out of marketing communications at any time, but you cannot opt out of essential service messages while you have an Account.

We recommend that you keep communications with other Users about Engagements on the Platform. Communications on the Platform help us to protect you, assist with disputes and keep a record of what was agreed.

If a disagreement arises between a Client and a Professional about an Engagement, the parties should first try to resolve it directly with each other, promptly and in good faith.

If the parties cannot resolve the disagreement, either of them may ask Ckrowd for help through the dispute process described in the Payments, Fees and Refund Policy. We may, but are not obliged to, review the information provided by both parties and help them reach a solution. Each party must cooperate with us and provide accurate information and evidence when asked.

Where Project Funds are held on the Platform, we may decide how those Project Funds should be released or refunded, based on the information available to us and the terms of the Engagement. That decision is final as to how Ckrowd will deal with the Project Funds it holds, but it does not prevent either party from taking legal action against the other.

Our decisions in the dispute process are made in good faith on the information available to us. We are not an arbitrator or a court, we do not give legal advice to either party, and to the extent permitted by Applicable Law we are not liable to either party for the outcome of the dispute process.

To the extent permitted by Applicable Law, you release Ckrowd, and its directors, officers, employees and agents, from all claims, losses and liabilities arising from any dispute between you and another User, except to the extent caused by Ckrowd’s own breach of these Terms, negligence or wilful misconduct.

Through the Platform, you may receive information from Ckrowd or from other Users that is confidential, including unreleased music and recordings, release dates, tour and event plans, campaign strategies, budgets, contract terms, audience and business data, artist information and other non-public information (“Confidential Information”). Information is Confidential Information whether or not it is marked as confidential, if a reasonable person would understand it to be confidential.

If you receive Confidential Information, you must:

• (a)use it only for the purpose for which it was shared, such as evaluating or performing an Engagement;
• (b)keep it secure and not disclose it to anyone, except to your employees, team members or professional advisers who need to know it for that purpose and who are bound by duties of confidentiality at least as strict as this Clause;
• (c)not leak, upload, share, post or play any unreleased music, recordings or other material to anyone not authorized to receive it; and
• (d)return or destroy it when asked, or when the Engagement ends, except where Applicable Law requires you to keep it.

These obligations do not apply to information that:

• (a)is or becomes public other than through your breach;
• (b)you already lawfully knew before you received it, without any duty of confidentiality;
• (c)you lawfully receive from someone else who is free to disclose it; or
• (d)you must disclose by law or court order, provided that you tell the owner of the information beforehand where you are allowed to, so that they can try to protect it.

The Client and the Professional may agree stricter confidentiality terms in their Engagement. The obligations in this Clause continue after an Engagement ends and after your Account is closed, for as long as the information remains confidential.

We collect and use Personal Data in line with our Privacy Policy, the Nigeria Data Protection Act 2023 and other data protection laws that apply to us. Our Privacy Policy explains what Personal Data we collect, why, how we use and share it, how long we keep it, how we transfer it outside the country in which it was collected, and the rights you have over it. Please read it carefully.

Identity documents and other information you provide during verification are used for verification, security, fraud prevention and legal compliance, and are handled in line with our Privacy Policy.

Where you receive Personal Data about another User or any other person through the Platform (for example, a Professional’s contact details, or audience or fan information a Client shares with a Professional), you are responsible for that Personal Data and must:

• (a)use it only for the purpose of the relevant Engagement or the purpose for which it was shared;
• (b)comply with all data protection laws that apply to you, which may include the Nigeria Data Protection Act 2023, the General Data Protection Regulation of the European Union or the United Kingdom, Brazil’s General Data Protection Law, and other laws that apply where you or the individuals concerned are located;
• (c)keep it secure, and not share it with others except as Applicable Law allows; and
• (d)delete or return it when it is no longer needed for that purpose.

You must not use the Platform to send marketing messages to other Users, or add other Users to any mailing list, without their prior consent.

Ckrowd operates a risk-based programme to verify Users and to help detect and prevent fraud, money laundering, terrorist financing, sanctions breaches, bribery and corruption. As part of this programme, we and our Payment Service Providers may ask you for information or documents about your identity, your business, the people who own or control your business, and the source of the funds you use on the Platform.

You must provide the information we reasonably ask for, and you confirm that the money you pay through the Platform does not come from, and will not be used for, any unlawful activity.

We may refuse, delay, reverse or block any transaction, and suspend or close any Account, where we reasonably believe this is necessary to comply with Applicable Law or the requirements of our Payment Service Providers. Where Applicable Law requires us to report suspicious activity to the authorities, we will do so, and we may be prohibited from telling you that we have done so.

You must not offer, give, request or accept any bribe or improper payment in connection with the Platform or any Engagement, and you must comply with all anti-bribery and anti-corruption laws that apply to you.

The Platform may link to, or allow you to connect, third-party websites, applications and services, such as payment services, and analytics platforms, social media, cloud storage and e-signature tools. These third-party services are not controlled by Ckrowd.

Your use of any third-party service is governed by the terms and privacy policy of that third party. Ckrowd is not responsible for the content, accuracy, availability, security or practices of any third-party service, and a link to or integration with a third-party service does not mean that we endorse it.

If you download our mobile application from an app store, you must also comply with the app store’s terms of use. The app store operator is not responsible for the application or for these Terms.

We work to keep the Platform available and working properly, but we do not guarantee that it will always be available, uninterrupted, error-free or free of viruses or other harmful components. The Platform depends on internet, power, telecommunications and third-party services that are outside our control.

We may need to suspend the Platform, or any part of it, for maintenance, updates, security reasons or other operational reasons. Where possible, we will give advance notice of planned maintenance and will try to schedule it to limit disruption.

We may update, suspend, restrict or discontinue any part of the Platform, including its features, forms, eligibility criteria, Partner workflows, verification processes and pricing. We may change, add to or remove any feature of the Platform at any time, including to improve it, to respond to changes in technology or the law, or for security reasons. If we remove a paid feature you have already paid for, we will give you a reasonable alternative or a fair refund for the unused part.

We may offer features marked as “beta”, “pilot”, “preview” or similar. These features are offered for testing and feedback, may not work as expected, and may be changed or withdrawn without notice.

You are responsible for the devices, software and internet connection you use to access the Platform, for keeping them secure and up to date, and for using reasonable virus protection. You should keep your own copies of any User Content and Deliverables that are important to you.

If we decide to stop operating the Platform permanently, we will give you reasonable notice, will help you to download your Personal Data and User Content where practicable, and will deal with any Project Funds and prepaid Fees in line with Applicable Law.

Closing your Account. You may stop using the Platform and close your Account at any time. Before you close your Account, you should complete or cancel any active Engagements, withdraw any money due to you, and download any information you wish to keep.

Action we may take. We may issue a warning, restrict features, remove content, withhold payouts, suspend your Account, or close your Account, where:

• (a)you breach these Terms or the Policies;
• (b)information you have provided, including during verification, is false, misleading or incomplete;
• (c)we reasonably suspect fraud, money laundering, unlawful activity or conduct that could harm other Users, Ckrowd or the public;
• (d)you repeatedly receive serious and credible complaints, or your performance on the Platform consistently falls below the standards in the Supplementary Terms;
• (e)we are required to do so by Applicable Law, a court, a regulator or a Payment Service Provider;
• (f)your Account has been inactive for a long period, after we have tried to contact you; or
• (g)you fail to pay any amount you owe us.

We will usually take a step-by-step approach, starting with a warning or a restriction where that is appropriate. However, we may suspend or close an Account immediately, without a prior warning, for serious breaches, including fraud, threats or violence, sexual exploitation, harm to children, hate speech, serious infringement of intellectual property, leaking unreleased material, dealing off the Platform, or where there is a risk to the safety of any person.

Where we suspend or close your Account, we will tell you and give our reasons, unless we are prevented from doing so by Applicable Law or doing so would create a risk of harm. If you believe we have made a mistake, you may ask us to review our decision by contacting us within Ten (10) days of such decision. We will consider your request fairly and tell you the outcome.

What happens when an Account is closed. When your Account is closed, for whatever reason:

• (a)your right to use the Platform ends, and your Profile will no longer be visible to other Users;
• (b)Engagements in progress will be dealt with in line with the Terms and the Payments, Fees and Refund Policy, and any Project Funds will be released or refunded accordingly;
• (c)we will pay you any amounts properly due to you, after deducting any amounts you owe us and any amounts we reasonably need to hold to cover refunds, chargebacks, fines or losses resulting from your breach, for the period during which those claims may arise;
• (d)amounts obtained through fraud or other unlawful conduct will not be paid out and may be returned to the person entitled to them;
• (e)any Fees you owe us become immediately payable; and
• (f)we may keep your information for as long as necessary to comply with Applicable Law, resolve disputes, prevent fraud and enforce our agreements, as explained in our Privacy Policy.

Suspension or closure of your Account because of your breach does not entitle you to any compensation, damages or refund of Fees already paid, except where Applicable Law requires it, and does not release you from any amount you owe.

If your Account is closed for breach of these Terms, you must not open a new Account, or use another person’s Account, without our written permission.

The Platform, the Ckrowd Content and the Market Insights are provided on an “as is” and “as available” basis. To the extent permitted by Applicable Law, Ckrowd does not give any promise, warranty or condition, whether express or implied, about the Platform, including any implied promise that it is of satisfactory quality, fit for a particular purpose, accurate, complete, reliable or will not infringe the rights of others, except as expressly set out in these Terms or the Supplementary Terms.

Ckrowd does not endorse any User, and does not make any promise about the identity, qualifications, abilities, conduct, solvency or reliability of any User, or about the quality, legality or suitability of any User Content, services or Deliverables, except as expressly set out in these Terms or a Managed Services Agreement.

Opinions, advice and statements made by Users, including Professionals who offer legal, business, marketing or financial services, are those of the User concerned and not of Ckrowd. Professionals who provide regulated professional services are responsible for complying with the rules of their own profession.

Nothing in these Terms limits or removes any right you have as a consumer under the Federal Competition and Consumer Protection Act 2018 or any other Applicable Law that cannot be limited or removed by agreement.

Nothing in these Terms limits or excludes Ckrowd’s liability for:

• (a)death or personal injury caused by our negligence;
• (b)fraud or fraudulent misrepresentation;
• (c)our gross negligence or wilful misconduct; or
• (d)any other liability that cannot be limited or excluded under Applicable Law.

Subject to Clause 26.1, Ckrowd will not be liable to you, whether in contract, negligence or otherwise, for:

• (a)any loss of profits, revenue, income, business, contracts, opportunities, bookings or anticipated savings;
• (b)any loss of or damage to reputation or goodwill;
• (c)any loss or corruption of data, User Content or Deliverables, where you could have avoided the loss by keeping your own copies;
• (d)any failure of a Project to achieve any particular result, or the outcome of any tour, show or event, including its cancellation, postponement, attendance or financial performance;
• (e)any decision made by a Stakeholder or Partner, including any decision to allocate or not allocate a tour, to offer or refuse financing or insurance, or to enter or not enter into any agreement;
• (f)any feature of the Platform being unavailable, changed or withdrawn;
• (g)any act, omission, statement, User Content, service or Deliverable of any other User or third party;
• (h)any failure, delay or error by a Payment Service Provider, bank, telecommunications provider or other third-party service, or any change in exchange rates; or
• (i)any indirect, incidental, special, punitive or consequential loss.

This applies even if we had been told that the loss was possible.

Subject to Clause 26.1, Ckrowd’s total liability to you for all claims arising out of or in connection with these Terms or your use of the Platform, in any twelve (12) month period, will not exceed the higher of the total Fees you paid to Ckrowd in the twelve (12) months before the event giving rise to the claim. Project Funds that are passed on to a Professional are not Fees and are not counted for this purpose. This limit does not reduce Ckrowd’s obligation to release or refund Project Funds it holds in line with these Terms.

Ckrowd’s liability for Managed Services is governed by the Managed Services Agreement. If that agreement does not deal with liability, this Clause will apply.

Each limitation and exclusion in this Clause is separate. If any of them is found to be unenforceable, the others will continue to apply.

You agree to compensate Ckrowd, and its directors, officers, employees, agents and service providers, for all claims, demands, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) that they suffer or incur arising from:

• (a)your breach of these Terms, the Supplementary Terms or the Policies;
• (b)your User Content, including any claim that it infringes the rights of any person;
• (c)any Engagement to which you are a party, including any claim by the other party to it, or by any person affected by the services or Deliverables;
• (d)any claim that you are, or should be treated as, an employee or worker of Ckrowd, or that Ckrowd is responsible for any tax, social security or employment obligation of yours;
• (e)your breach of Applicable Law or the rights of any person; or
• (f)any chargeback or payment reversal you start that is fraudulent, unfounded or made in bad faith.

We will tell you promptly about any claim to which this Clause applies, give you reasonable information about it, and consider your reasonable views on how it should be handled. We may choose to defend the claim ourselves, at your cost, and you must not settle any such claim in a way that admits fault by Ckrowd or places obligations on Ckrowd without our prior written consent.

This Clause does not apply to the extent a loss is caused by Ckrowd’s own breach of these Terms, negligence or wilful misconduct.

Ckrowd will not be in breach of these Terms, or liable for any failure or delay in performing its obligations, where the failure or delay is caused by an event outside its reasonable control. Such events include natural disasters, epidemics and pandemics, fire, flood, war, terrorism, riots and civil unrest, strikes, government action, changes in law, sanctions, currency or foreign exchange controls, failures of power, the internet or telecommunications networks, cyber-attacks, and failures or delays of Payment Service Providers or other third-party suppliers.

If such an event happens, we will take reasonable steps to limit its effect and to resume normal operations as soon as reasonably possible.

We may change these Terms from time to time, for example to reflect changes to the Platform, our services, our business or Applicable Law.

If we make a change that materially affects your rights or obligations, we will notify you by email or through the Platform at least fourteen (14) days before the change takes effect, unless the change is required sooner by Applicable Law or is needed urgently to protect the security of the Platform or its Users. Minor changes, such as corrections or clarifications, may take effect immediately once published.

The date on which these Terms were last updated is shown at the top of this page. If you continue to use the Platform after a change takes effect, you will be treated as having accepted the changed Terms. If you do not agree with a change, you should stop using the Platform and close your Account before the change takes effect.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the laws of the Federal Republic of Nigeria.

If you have a complaint about Ckrowd, please contact us first at legal@ckrowdgl.com. Most concerns can be resolved quickly in this way.

If a dispute arises between you and Ckrowd, the party raising the dispute must send the other a written notice describing the dispute and the outcome it seeks. Both parties will then try in good faith to resolve the dispute through negotiation for thirty (30) days from the date of the notice. If the dispute is not resolved within that time, the parties may, by agreement, refer it to mediation at the Lagos Multi-Door Courthouse or another mediation service they agree on.

To the extent permitted by Applicable Law, any dispute will be resolved on an individual basis, and not as part of any group, class or representative action.

Nothing in this Clause prevents:

• (a)either party from applying to any court of competent jurisdiction for an urgent injunction or other order to protect its intellectual property rights or Confidential Information, or to prevent a breach of Clause 12;
• (b)Ckrowd from bringing a claim in any court of competent jurisdiction to recover unpaid Fees or other debts; or
• (c)you from making a complaint to the Federal Competition and Consumer Protection Commission, the Nigeria Data Protection Commission or any other regulator, or from using any other mandatory right you have as a consumer under Applicable Law.

We may give you notices by email to the address linked to your Account, by SMS, by in-app message or notification, or by publishing them on the Platform. A notice sent by email or through the Platform will be treated as received on the day it is sent, unless we receive an error message showing that it was not delivered.

You must keep your contact details up to date. We are not responsible if you do not receive a notice because your contact details are incorrect.

Legal notices to Ckrowd must be sent by email to legal@ckrowdgl.com, marked for the attention of the Legal Department.

Electronic agreement. You agree that these Terms, your acceptance of them, and any notice, record or agreement made electronically through the Platform are valid and binding, and may be used as evidence, in the same way as a signed paper document.

Assignment. You may not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. We may transfer our rights and obligations under these Terms to another company, including as part of a merger, acquisition, restructuring or sale of all or part of our business, provided that this does not reduce your rights under these Terms. We may also use subcontractors and service providers to perform our obligations, but we remain responsible for them.

No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and Ckrowd, except the limited payment collection agency.

Waiver. If we do not insist on or enforce any of your obligations, or delay in doing so, that does not mean you no longer have to comply with that obligation, and it does not prevent us from enforcing it later.

Severability. If any part of these Terms is found to be invalid, unlawful or unenforceable, that part will be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, removed. The rest of these Terms will remain in full force.

These Terms remain in effect for as long as you use the Platform or have an Account. Any provision of these Terms that, by its nature, is intended to continue after your Account is closed or these Terms end will continue, including the provisions on fees and payments owed, non-circumvention, intellectual property and the licences you have given, confidentiality, data protection, disclaimers, limitation of liability, indemnity, governing law and disputes, and this Clause.

If you have any questions about these Terms or the Platform, please visit the contact page on the Platform or contact us at:

• (a)Email: legal@ckrowdgl.com