TERMS OF USE

Effective as of May 1, 2017

Demand Africa is an online and mobile-based video service provided by The Africa Channel, Inc. (“TAC,” “we” or “us”), offering a selection of television shows, movies, clips, and other content highlighting afro-centric food, culture and lifestyle from around the world (collectively, the “Content”).  Demand Africa, the Content and any other products, features, tools, materials, or other services (including third party branded services) offered from time to time by TAC through a variety of Access Points (as defined below) are collectively referred to in these Terms of Use as the “Services.” The term “Access Points” refers to, collectively, the demandafrica.com website (the “Demand Africa Site”), mobile, tablet or television applications, and any other channels or access points where any Services are available, including websites and other access points  of TAC’s third party distribution partners.

Your use of the Services (including access to the Content) is subject to compliance with these Terms of Use which incorporate by reference our Privacy Policy available at http://www.demandafrica.com/privacy (“Privacy Policy”) and any end user license agreement that might accompany the applicable Service. By visiting the Demand Africa Site or using any of the Services through any other Access Point you are agreeing to these Terms.

  1. AGE LIMITATIONS

The Services are not intended to be used by children without the approval of a parent or guardian.  If you are under the age of 13, you are not permitted to register with Demand Africa or provide your personal information to TAC.  If you are at least 13 and under 18 years of age (or under the age of majority in your state or country of residence), you may register with Demand Africa only if you have obtained the consent of your parent or guardian, including their consent to these Terms of Use on your behalf.

  1. REGISTRATION

Certain parts or features of the Services may require you to create a membership account (“Account”). To create an Account, you will be required to create a user name and password, provide certain personal information about yourself (collectively, “Registration Information”), and provide a valid credit card or other accepted method of payment (a “Payment Method”). By providing a Payment Method, you represent and warrant that you are authorized to use such Payment Method. Any Payment Method and other billing information that you submit (“Personal Billing Information”) is considered part of your Registration Information. Your Personal Billing Information may be collected by an independent third party selected by, but not affiliated with, TAC (the “Payment Processor”). The use of your Personal Billing Information will be used by TAC in accordance with the Privacy Policy, but the use of your Personal Billing Information by any Payment Processor will be governed by such Payment Processor’s own independent privacy policy, and in the event the Payment Processor fails to comply with its own privacy policy or experiences a data breach that affects any of your Personal Billing Information or other data, TAC will in no way be responsible or liable to you for such activity. You agree that you will not provide any false personal information to the Services, or create an Account for anyone other than yourself without permission. You will also not create more than one personal profile, and if you select a username for your Account, we reserve the right to remove or reclaim it in our discretion (for example, if a trademark owner complains about a username). If you register with the Services, you are responsible for maintaining the confidentiality of your password and for restricting access to your compatible devices so that others may not access the password protected portion of the Services. To provide our members with easy access to their Accounts, TAC may implement technology that recognizes you or your device and provides you with direct access to your Account without having to login or type in your password or other Account identifier. You accept responsibility for all activities and transactions that occur under your Account, regardless of how it is accessed. Your Payment Method will be charged on a recurring basis until you duly cancel your membership before the next billing cycle begins or your Account is terminated by us. Membership fees are fully earned upon payment. PAYMENTS ARE NON-REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY-USED MEMBERSHIP PERIODS.  We reserve the right to adjust the pricing for the Services at any time in our sole discretion.  By providing a Payment Method, you authorize TAC (or its Payment Processor) to charge the recurring membership fee at the then current rate. Your Demand Africa membership may begin with a free trial.  You are allowed only one free trial period. We will begin billing your Payment Method for membership fees at the end of the free trial period. We may authorize your Payment Method as soon as you register.  In some instances, this authorization may reduce your available balance or credit limit during the free trial period. When you set up an Account, you consent to receive communications from us electronically, and any agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

  1. LIMITED LICENSE; USE OF CONTENT

Subject to these Terms of Use, TAC hereby grants to you a non-exclusive limited license to use the Services, including accessing and viewing the Content on a streaming-only basis for personal, non-commercial purposes as set forth in these Terms of Use.  In furtherance of the foregoing, you may not either directly or through the use of any means (including, without limitation, any device, software, website or other web-based service) remove, alter, bypass, avoid or interfere with any copyright, trademark or other proprietary notices marked on the Content or any content protection or access control measure associated with the Content (including, without limitation, any geo-filtering mechanisms). You may not either directly or through the use of any means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Content unless expressly permitted by TAC in writing. You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by TAC in writing. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by TAC. You may not build a business utilizing the Content, whether or not for profit. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless expressly permitted by TAC in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.

  1. YOUR RESPONSIBILITIES

You and other users must use the Services for lawful, non-commercial, and appropriate purposes only. Accordingly, you agree to observe the restrictions detailed in these Terms of Use, and further agree that you will not use the Services (including, without limitation, any User Forum) in a way that:

  • violates the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
  • uses technology or other means to access, index, frame or link to the Services (including the Content) that is not authorized by TAC (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the Services);
  • involves accessing the Services (including the Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the Services and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
  • introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including TAC’s servers, computer network, or user accounts;
  • removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Services (including the Content);
  • uses the Services to advertise or promote services that are not expressly approved in advance in writing by TAC;
  • collects information in violation of the Privacy Policy;
  • encourages conduct that would constitute a criminal offense or give rise to civil liability;
  • interferes with any other party’s use and enjoyment of the Services; or
  • attempts to do any of the foregoing.

If TAC determines in its sole discretion that you are violating any of these Terms of Use, we may (i) notify you; and (ii) block or restrict your access or use of the Services. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the Services, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.

  1. UNSOLICITED COMMUNICATIONS

You may not use the Services to gather or collect information about users for the purpose of sending, or assisting others to send, unsolicited bulk, “spam” or other communications.  You agree that we may employ technical measures to prevent spam or unsolicited bulk or other communications from entering, utilizing, or remaining within our computer or communications networks. If you send spam, advertising, or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to TAC and that the amount of such harm would be extremely difficult to measure.

  1. FORUMS AND PUBLIC COMMUNICATIONS

TAC may provide, from time to time and in its sole discretion, one or more chat areas, message boards, bulletin boards, user review platforms and/or other interactive areas as part of the Services (collectively, “User Forums”).  User Forums are provided by TAC subject to these Terms of Use, the Community Guidelines (as defined in Paragraph 7 below), the Privacy Policy, and other rules that may be published from time to time by TAC in its sole discretion. The individual who posts messages, reviews, content or other information in the User Forums (collectively, “User Content”) is responsible for the reliability, accuracy and truthfulness of such User Content, and TAC has no control over the same, nor does TAC have any control over whether any such User Content is of a nature that users will find offensive, distasteful or otherwise unacceptable.  TAC does not endorse the User Content and specifically disclaims any responsibility or liability to any person or entity (including, without limitation, persons who may use or rely on such User Content) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any User Content provided through a User Forum. TAC does not and cannot review every message posted in the User Forums, and is not responsible for the content of these messages or the views or opinions expressed by the users of the User Forums.  TAC reserves the right, but not the obligation, to delete, move or edit User Content, in whole or in part for any reason in TAC’s sole discretion. In addition, TAC may delete, move, edit or disclose User Content when it is required to do so by law or based on a good faith belief that such action is necessary to protect and defend the rights and property of TAC or to protect the safety of our users or the public. In no event does TAC assume any obligation to monitor the User Forums or remove any specific material. You understand that any User Content uploaded to or posted in any User Forum will not be subject to any obligation of confidence on the part of TAC, and TAC shall not be liable for any use or disclosure of any User Content. In consideration for your use of the User Forums and functionality, you agree to comply with the Community Guidelines set forth in Paragraph 7 below. Without limiting TAC’s other rights and remedies, individuals who violate the following Community Guidelines may, at TAC’s sole discretion, be banned from using the User Forums and/or the Services entirely.

  1. COMMUNITY GUIDELINES

By entering any User Forum, you hereby agree to comply with the limitations described in Paragraph 4 and the following guidelines (collectively, the “Community Guidelines”).   You are entirely responsible and liable for all activities conducted by you and any authorized user of your Account in the User Forums, including the transmission, posting, or other provision of User Content. Listed below are some, though not all, violations that may result in TAC terminating or suspending your access to a User Forum and/or your access to the Services. You agree that while using any User Forum you will not:

  • harass, threaten, embarrass or cause distress or discomfort upon another User Forum participant, user, or other individual or entity;
  • transmit any User Content in any User Forum that TAC considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racist, sexist or otherwise objectionable;
  • misrepresent yourself, your age or your affiliation with any person or entity, impersonate in any User Forum any person or entity, including but not limited to, a Demand Africa or TAC official, chat or message board leader, guide or host, or make false or misleading statements;
  • disrupt the normal flow of dialogue in a TAC chat room or otherwise act in a manner that negatively affects other participants;
  • intentionally or unintentionally violate any applicable local, state, national or international law or regulation while using or accessing any User Forum; or
  • upload, post, transmit, send, share, store, distribute or otherwise make available on the Services any private or sensitive information or content about any third party, including, addresses, phone numbers, e-mail addresses, social security numbers and credit card numbers.

By posting or uploading any User Content to the Services, any User Forum or submitting any other User Content to TAC, you automatically grant (or warrant that the owner of such rights has expressly granted) to TAC a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to reproduce, modify, adapt, publish, publicly perform, translate, sub-license, create derivative works from, exploit, distribute and otherwise use such materials or incorporate such User Content in or in connection with the Services or by or in any other media or technology now known or later developed throughout the universe in perpetuity. In addition, you represent and warrant that any and all User Content you upload, post, transmit, send, share, store, distribute or otherwise make available on the Services complies with each of the foregoing Community Guidelines.

  1. THIRD PARTY LINKS AND ADVERTISING

If we provide links or pointers to other websites or destinations, you should not assume that TAC operates, controls or is otherwise connected with these other websites or destinations. When you click on a link within the Services, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  These Terms of Use do not govern your use of another website or destination and you should read the terms of use and privacy policy of any other website or destination before you provide any information or engage in any transactions. TAC is not responsible for the content or practices of any website or destination other than the Demand Africa Site, even if it links to the Demand Africa Site and even if the website or destination is operated by a company affiliated or otherwise connected with TAC. By using the Services, you acknowledge and agree that TAC is not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Demand Africa Site.

TAC shall have no responsibility for and does not endorse any third party advertisements or any third party material posted on any Access Point where the Services are available, nor does TAC take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers while using the Services, including through engaging with interactive advertisements, are between you and the advertiser, and you agree that TAC is not liable for any loss or claim that you may have against an advertiser or responsible for the confidentiality or misuse of any confidential or personal information provided to any such advertiser.

  1. ADDITIONAL DOWNLOADS; CHANGES TO SERVICES

In order to participate in certain Services or access certain Content, you may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms of Use. From time to time, we may make changes to the Services, including without limitation, the availability of the Content as well as Access Points through which the Services are available.  TAC reserves the right to replace or remove any Content and Access Points available to you through the Services, including specific Content, and to otherwise make changes in how we operate the Services. Additionally, you understand and agree that for various reasons (including, among other things, restrictions from content owners), certain Content that may be available through one Access Point may not be available through another Access Point.  We reserve the right to change, suspend, or discontinue some or all of the Services, either temporarily or permanently, with respect to any or all users, at any time without notice.  You agree that TAC will not be liable to you for any modification, suspension, or discontinuance of the Services, although if you are a Demand Africa subscriber and TAC suspends or discontinues your subscription to the Services, TAC may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration.  However, if TAC terminates your account or suspends or discontinues your access to Services due to your violation of these Terms of Use, then you will not be eligible for any such credit, refund, discount or other consideration.

  1. OWNERSHIP; TRADEMARKS

You agree that TAC owns and retains all rights to the Services. You further agree that the Content you access and view as part of the Services is owned or controlled by TAC and TAC’s licensors. The Services and the Content are protected by copyright, trademark, and other intellectual property laws.  Demand Africa, the Demand Africa logo, and other TAC marks, graphics, logos, scripts, and sounds are trademarks of TAC. None of the Demand Africa or TAC trademarks may be copied, downloaded, or otherwise exploited.

  1. UNSOLICITED SUBMISSIONS

TAC does not accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts. TAC’s policy is to delete any such submission without reading it.  Any similarity between an unsolicited submission and any elements in any TAC creative work, whether available on the Demand Africa Site or otherwise offered by TAC, and including a film, series, story, title, or concept, is purely coincidental.

  1. LIMITATION OF LIABILITY AND INDEMNITY

YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES (INCLUDING THE DEMAND AFRICA SITE, THE CONTENT, USER FORUMS AND USER CONTENT, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY ACCESS POINT) ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TAC DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.

IN NO EVENT SHALL TAC OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “TAC PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE TAC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE SERVICE.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE TAC PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OF USE OR YOUR USE OF THE SERVICES (INCLUDING YOUR USE OF THE CONTENT). TAC RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

  1. USE OF PERSONAL INFORMATION

For information about TAC’s policies and practices regarding the collection and use of your information, please read the Privacy Policy available at demandafrica.com/privacy. By agreeing to these Terms of Use, you agree that your use of the Services through any Access Point is governed by the Privacy Policy in effect at the time of your use.

  1. CUSTOMER SERVICE

If you encounter any difficulties accessing or using the Services, please do not hesitate to contact our customer service department by visiting the Demand Africa Site at demandafrica.com/help.

  1. CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that any Content, User Content, or other material provided through the Services, including through a link, infringes your copyright, you should notify TAC of your infringement claim in accordance with the procedure set forth below.  We will process each notice of alleged infringement that TAC receives and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to TAC at trademark@demandafrica.com (subject line: “Demand Africa Takedown Request”). You may also contact us by mail or facsimile at:

Attention: Demand Africa Copyright Claim
The Africa Channel, Inc.
5200 Lankershim Blvd., Suite #750
North Hollywood, CA 91601
Facsimile: (818) 760.7754

To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services that is reasonably sufficient to enable TAC to identify and locate the material; (iv) how TAC can contact you, such as your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material. Emails sent to trademark@demandafrica.com for purposes other than communication about copyright infringement may not be answered.

  1. CHANGES TO TERMS OF USE

From time to time we may need to make changes to these Terms of Use, to describe updates or improvements in how the Services work, to reflect changes in the law and/or for a variety of other reasons.  Any such changes to these Terms of Use are in our discretion.  You should look at these Terms of Use regularly, which are posted on the Demand Africa Site at demandafrica.com/terms-of-use or otherwise accessible on Demand Africa applications.  If we make a material change to these Terms of Use, we will notify you by posting a notice on the Demand Africa Site. If you are a registered user, we will also send an email to the email address you most recently provided to us prior to the material change taking effect. Any material change to these Terms of Use will be effective automatically 30 days after the revised Terms of Use are first posted or, for users who register or otherwise provide opt-in consent during this 30-day period, at the time of registration or consent, as applicable.

  1. MISCELLANEOUS; ARBITRATION OF CLAIMS

These Terms of Use, the Privacy Policy and any other policies expressly incorporated into these Terms of Use by reference, constitute the entire agreement between you and TAC with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements between the us with respect to the subject matter hereof. These Terms of Use may not be amended, nor any obligation waived, without TAC’s written authorization. Any failure to enforce any provision of these Terms of Use shall not constitute a waiver thereof or of any other provision thereof. These Terms of Use shall be governed and construed in accordance with the laws of the State of California applicable to contracts entered into and fully performed in California (without regard to its conflicts of law principles that would cause the application of any other jurisdiction’s laws). By using the Services in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against any TAC Party arising out of, relating to, or connected in any way with the Services will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS, and further acknowledge and agree that (i) the foregoing agreement to arbitrate any dispute is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (ii) any arbitration between you and a TAC Party shall be held in Los Angeles, California; (iii) the arbitrator’s decision shall be controlled by the terms and conditions of these Terms of Use and any of the other agreements, guidelines and/or policies referenced herein that the applicable user may have entered into in connection with the Services; (iv) the arbitrator shall apply California law and applicable federal law in connection with such arbitration; (v) there shall be no authority for any claims to be arbitrated on a class or representative basis, nor may the arbitrator consolidate or join the claims of other persons or parties who may be similarly situated; (vi) the arbitrator shall not have the power to award punitive damages against you or any TAC Party; and (vii) the prevailing party in any such arbitration shall be entitled to recover its’ reasonable attorneys’ fees and costs in connection with such arbitration.  If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.  With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California.