Terms & Conditions

1. General

1.1 QubePlay, including its software, mobile and web applications, documentation, interfaces, content, fonts, and accompanying data (collectively, the "QubePlay Software"), is owned and operated by Champ City Central Ltd ("Champ City Central," "QubePlay," "we," "us," or "our"), whose authorized signatory is Victor Kipkosgei Kemboi, CEO.

1.2 The QubePlay Software is licensed, not sold, to you for use only under the terms of this Agreement. Champ City Central and its licensors retain ownership of the QubePlay Software and reserve all rights not expressly granted to you.

1.3 "QubePlay" and the QubePlay logo are trademarks of Champ City Central Ltd. No license is granted to use these trademarks except as necessary to identify that content was distributed through QubePlay, and only in accordance with any brand guidelines we publish.

1.4 Platform Position. Champ City Central is a technology platform and marketplace facilitator. Champ City Central is not the buyer, seller, distributor, or merchant of record in any transaction between an Artist and a Buyer. All Content is sold by the Artist (or the Artist's label or rightsholder) directly to the Buyer. Champ City Central provides the technology, infrastructure, and marketplace interface through which such transactions occur, and acts solely as the Artist's authorized agent for the limited purposes described in Section 3.1. Champ City Central does not curate, select, or editorially control the Content available on the platform.

1.5 No Rights Administration. Champ City Central is not a Collective Management Organisation (CMO), Performing Rights Organisation (PRO), Mechanical Rights Organisation (MRO), or any other form of rights administrator. Champ City Central does not negotiate, grant, collect, or distribute licences, royalties, or fees of any kind related to musical works, sound recordings, or any other intellectual property. Any interaction between you and a CMO, PRO, MRO, or equivalent body is solely between you and that body.

2. Eligibility and Accounts

2.1 You must be at least 18 years old, or the age of legal majority in your jurisdiction, to create an Artist account. Listeners under 18 may use QubePlay only with the consent and supervision of a parent or legal guardian.

2.2 You agree to provide accurate, current information when creating an account and to keep it updated. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials.

2.3 Champ City Central reserves the right to suspend or terminate any account that provides false information, violates this Agreement, or is used in a manner that we reasonably believe is fraudulent, abusive, or harmful to QubePlay or other users.

3. Artist Terms — Uploading, Distribution, and Sales

3.1 License You Grant to Champ City Central. By uploading content ("Content") to QubePlay, you appoint Champ City Central as your non-exclusive, worldwide agent to host, reproduce, format, distribute, publicly perform, and make available your Content through QubePlay and third-party platforms you elect to distribute through. Champ City Central acts solely on your behalf and under your direction. You retain all ownership and control over pricing, terms, and removal of your Content.

Where you authorize Champ City Central to perform technical formatting of your Content (including but not limited to encoding, watermarking, encryption, and packaging into the QubePlay proprietary container format) ("Agent Formatting"), you do so as principal, and Champ City Central performs such acts strictly as your authorized agent. The "making" of any phonorecord or digital copy is attributed to you as principal, not to Champ City Central as agent. You may revoke Agent Formatting authorization at any time, in which case you must upload preformatted files in the QubePlay container format.

3.2 Your Representations. Your Representations and Warranties. You represent and warrant that:

(a) You own all rights to the Content you upload, or have obtained all necessary licenses, clearances, and permissions to upload, distribute, and sell it through QubePlay;

(b) You have the right to grant the agency described in Section 3.1;

(c) You are not, to your knowledge, in breach of any existing agreement with any third party by virtue of uploading or distributing Content through QubePlay;

(d) All Content is free from viruses, malware, and other harmful code;

(e) You are the sole person responsible for all Content uploaded under your account.

3.3 Mechanical Rights and CMO Compliance. You acknowledge and agree that:

(a) You are solely responsible for obtaining all mechanical licenses, reproduction rights, distribution rights, and any other rights necessary for the Content you upload, in every territory in which the Content is made available or purchased;

(b) You are solely responsible for registering your works with, and performing all obligations to, any applicable Collective Management Organisation, Performing Rights Organisation, Mechanical Rights Organisation, or equivalent body in any jurisdiction (including, without limitation, PAVRISK, KAMP, the Mechanical Licensing Collective (MLC), MCPS/PRS, GEMA, SACEM, or any other body);

(c) You are solely responsible for providing, obtaining, and maintaining all metadata identifiers (including but not limited to ISRC, ISWC, IPI, ISNI, and UPC/EAN) for your Content. Champ City Central does not require, assign, validate, or administer any such identifiers. Their presence in the QubePlay platform is optional and is provided solely for the Artist's own benefit in facilitating their independent CMO reporting;

(d) Champ City Central is not a CMO, does not administer, collect, or distribute royalties of any kind, does not validate the accuracy or completeness of any metadata, and does not warrant that any Content on QubePlay is fully licensed or cleared for use in any territory;

(e) You shall file all usage reports, royalty payments, and compliance documentation required by any CMO, MLC, or equivalent body in any jurisdiction, and shall do so at your own cost;

(f) You shall promptly notify Champ City Central in writing if you become aware that any Content you have uploaded is subject to a dispute, claim, or takedown notice from any CMO, rights-holder, or regulatory body.

3.4 Indemnification. You shall indemnify, defend, and hold harmless Champ City Central, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any allegation that your Content infringes any copyright, related right, mechanical right, or intellectual property right of any third party;

(b) Any claim by a Collective Management Organisation, Mechanical Licensing Collective, or equivalent body for unpaid royalties, licence fees, or penalties;

(c) Any breach of your representations and warranties in this Agreement;

(d) Any failure to obtain or maintain necessary licences for your Content in any territory.

Champ City Central shall notify you in writing of any claim subject to indemnification and shall, at its option, permit you to assume the defence of such claim.

3.5 Sales, Royalties, and Payouts. Champ City Central will collect sale proceeds from Buyers on your behalf as your agent and remit them to you net of the QubePlay service fee (as published in your Artist Dashboard) within 30 days of receipt. Champ City Central deducts applicable withholding tax as required by Kenyan law before remitting net proceeds. You remain responsible for any additional tax obligations on your earnings. Champ City Central acts solely as a payment agent and does not take ownership of, or hold any interest in, sale proceeds prior to remittance.

3.5A — Withholding Tax (Kenyan Compliance) Champ City Central is required by Kenyan law to withhold tax on payments to Artists at the rate prescribed by the Kenya Revenue Authority. Champ City Central will remit withheld amounts to KRA on your behalf and provide you with a withholding certificate for your tax records. You acknowledge that the amount remitted to you is net of withholding tax.

3.5B — Usage Data. Champ City Central shall make available to you, through your Artist Dashboard, usage data relating to your Content's sales, including but not limited to: number of units delivered, date of delivery, territory of delivery, and (where present in your upload) any metadata identifiers you have provided. You are solely responsible for using this data to fulfil your own reporting obligations to any CMO, MLC, or equivalent body. Champ City Central does not file, submit, or transmit any usage data on your behalf to any CMO or regulatory body unless you expressly authorize it in writing. Champ City Central makes no representation as to the sufficiency of this data for any CMO filing.

3.6 Analytics. Champ City Central will provide you with analytics relating to your Content's performance through your Artist Dashboard.

3.7 Collaboration Requests. QubePlay may allow other Artists or third parties to send you collaboration requests through the platform. Champ City Central is a facilitator of these introductions only; any resulting collaboration is solely between the parties involved.

3.8 Content Removal. You may remove your Content from the QubePlay store at any time through your Artist Dashboard. Upon removal:

(a) The Content will no longer be available for purchase by new Buyers;

(b) All previously purchased copies remain playable by the Buyers who purchased them, in accordance with Section 4.4;

(c) Re-download of removed Content by existing Buyers continues to be available for a period of 90 days following removal, after which the signed download URL expires and the Content becomes unavailable for re-download;

(d) Your obligation to pay mechanical royalties and CMO fees for all units delivered prior to removal is unaffected and continues in full.

4. Buyer and Listener Terms — Streaming and Purchases

4.1 Permitted Use. Content you purchase through QubePlay is provided to you for perpetual personal, non-commercial use on your authorized devices. You do not acquire ownership of the underlying copyright or any intellectual property in the Content. You may not:

(a) Copy, reproduce, or distribute the Content to any third party;

(b) Sell, resell, rent, lend, or publicly perform the Content;

(c) Create derivative works from the Content;

(d) Use the Content in any commercial, broadcast, or public setting;

(e) Attempt to circumvent, remove, or alter any technological protection measure, encryption, watermark, or rights management information embedded in the Content.

4.2 Purchases. Prices for Content are set exclusively by Artists and are displayed at the time of purchase. Champ City Central does not alter or override artist-set pricing without express written consent from the Artist. The Artist (or the Artist's label or rights-holder) is the seller of record in every transaction. Champ City Central facilitates the transaction and processes payment as the Artist's agent.

4.2A — VAT (Kenyan Compliance) Prices displayed may be inclusive or exclusive of Value Added Tax (VAT) at 16% as required by Kenyan law. Champ City Central collects VAT on its service fee only, as the artist is the primary seller. VAT collected will be remitted to the Kenya Revenue Authority in accordance with applicable law.

4.3 Delivery Format and DRM. Content is delivered in the QubePlay proprietary container format (".qube"), which employs encryption and device authorization to ensure that purchased Content is playable only within the QubePlay application on your authorized devices. By purchasing Content, you acknowledge and agree that:

(a) The Content is encrypted and can only be played within the QubePlay application;

(b) You may authorize up to five (5) devices to your account for playback;

(c) You are responsible for maintaining the security of your account and authorized devices;

(d) You may not attempt to decrypt, extract, reverse engineer, or circumvent the encryption, container format, or any technological protection measure applied to the Content;

(e) Circumvention of technological protection measures constitutes an infringement under Section 35A of the Kenya Copyright Act, 2001 (as amended) and may constitute a criminal offence under applicable law in other jurisdictions, including the Digital Millennium Copyright Act (DMCA) in the United States.

<4.4 Purchased Content Perpetuity. Once you have purchased Content:

(a) You retain the right to play that Content on your authorized devices indefinitely, subject to your continued compliance with this Agreement;

(b) The Content remains in your QubePlay library even if the Artist removes it from the store (see Section 3.8);

(c) You may re-download previously purchased Content at any time while the signed download URL remains valid (365 days from purchase, or 90 days from Artist removal, whichever is applicable);

(d) If your device is lost, stolen, or reset, you may re-authorize a new device and re-download your purchased Content, subject to the device limit in Section 4.3(b);

(e) Your right to play purchased Content is personal and non-transferable. You may not transfer, sell, or gift purchased Content to any other person or account.

4.5 Refunds. All sales of digital Content are final. Due to the encrypted, device-authorized nature of the Content, no refunds will be issued after a download has been completed, except in the following circumstances:

(a) The Content is defective and unplayable despite a successful download and verification;

(b) Champ City Central has made a billing error in your favour;

(c) Required by applicable consumer protection law in your jurisdiction that cannot be contracted out of.

You may request a refund within 48 hours of purchase by contacting support@qubeplay.com. Refund requests outside this window will be denied except as provided above. Upon a granted refund, access to the refunded Content will be revoked from all your authorized devices.

4.6 Content Availability. Champ City Central does not guarantee that any specific Content will remain available for new purchases indefinitely. Artists may remove their Content at their discretion. However, previously purchased Content remains available to you in accordance with Section 4.4.

5. General Platform Use

5.1 Compliance with Laws. You agree to use QubePlay in compliance with all applicable laws, including the laws of Kenya and of any country in which you reside.

5.2 No Reverse Engineering. No Circumvention. You may not copy, decompile, reverse engineer, disassemble, or create derivative works of the QubePlay Software. You may not circumvent, bypass, remove, or interfere with any technological protection measure, encryption, digital rights management system, watermark, or electronic rights management information (RMI) applied to any Content or to the QubePlay Software. You acknowledge that:

(a) Under the Kenya Copyright Act, 2001 (as amended), it is an infringement to circumvent any effective technological protection measure, to manufacture or distribute devices primarily designed for circumvention, or to remove or alter electronic rights management information;

(b) In the United States, circumvention of technological protection measures is prohibited under 17 U.S.C. § 1201 (DMCA);

(c) Violations may result in civil liability, criminal prosecution, account termination, and/or reporting to the relevant regulatory or law enforcement authority.

5.3 Prohibited Conduct. You agree not to use QubePlay to transmit malware, circumvent security, harass others, infringe intellectual property, or interfere with the proper functioning of the service.

5.4 No CMO or Rights Administration by QubePlay. You acknowledge that Champ City Central is not a Collective Management Organisation, does not negotiate, grant, or administer licences of any kind, does not collect or distribute royalties, does not require or assign metadata identifiers (ISRC, ISWC, IPI, ISNI, UPC/EAN), and does not represent any rights-holder. Any interaction between you and a CMO, MLC, or equivalent body is solely between you and that body. Champ City Central provides usage data (Section 3.5B) to assist Artists in meeting their own CMO obligations but bears no responsibility for the accuracy, completeness, or timeliness of any CMO filing, and makes no representation that the data provided is sufficient for any CMO's reporting requirements.

6. Data Privacy

Information about what data QubePlay collects, how it is used, and how it may be shared is described in our Privacy Policy. By using QubePlay, you consent to the collection and use of information as described there.

6A. Metadata. Content metadata (including any identifiers the Artist chooses to include, such as ISRC, ISWC, IPI, ISNI, or UPC/EAN) is embedded in the delivered Content file. Champ City Central may share aggregate, non-identifying usage statistics (total units sold, territories) with the Artist for the Artist's own reporting purposes. Champ City Central does not share individual Buyer identity data with CMOs or third parties except as required by law.

7. Termination

This Agreement is effective until terminated. Champ City Central may suspend or terminate your access to QubePlay, without notice, if you fail to comply with any term of this Agreement. Upon termination:

(a) Your right to use the QubePlay Software ceases immediately;

(b) Your right to play previously purchased Content on your authorized devices is not affected by termination, provided you have not engaged in conduct that constitutes a material breach involving copyright infringement, circumvention, or fraud (per Section 4.4);

(c) For Artist accounts: your Content will be removed from the store within 7 days of termination, and pending payouts will be processed in accordance with Section 3.5;

(d) Your obligation to indemnify Champ City Central (Section 3.4) survives termination.

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QubePLAY IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

8A. No Warranty of Rights Clearance. CHAMP CITY CENTRAL DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT ANY CONTENT AVAILABLE ON QUBEPLAY IS FULLY LICENSED, CLEARED, OR AUTHORIZED FOR USE IN ANY TERRITORY. ALL RIGHTS CLEARANCE IS THE SOLE RESPONSIBILITY OF THE ARTIST. CHAMP CITY CENTRAL DOES NOT ACT AS A LICENSE GRANTOR, CMO, OR RIGHTS ADMINISTRATOR. CHAMP CITY CENTRAL DOES NOT VALIDATE, ASSIGN, OR GUARANTEE THE ACCURACY OF ANY METADATA IDENTIFIERS PROVIDED BY ARTISTS.

9. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, CHAMP CITY CENTRAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF QUBEPLAY, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF ROYALTIES.

9A. Cap. CHAMP CITY CENTRAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE QUBEPLAY SERVICE FEE PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED US DOLLARS (USD $100), WHICHEVER IS GREATER. THIS CAP DOES NOT APPLY TO: (A) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.4; (B) CHAMP CITY CENTRAL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) OBLIGATIONS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Governing Law

10.1 This Agreement is governed by the laws of the Republic of Kenya, without regard to its conflict-of-law principles.

10.2 Notwithstanding Section 10.1, where a Buyer or Artist is located in a jurisdiction with mandatory consumer protection, data protection, or copyright laws that cannot be contracted out of by private agreement, those laws shall apply to the extent required. In the event of a conflict between this Agreement and such mandatory laws, the mandatory laws shall prevail to the extent of the conflict only.

10.3 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Nairobi, Kenya, provided that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

11. Contact

Champ City Central Ltd
Trading as: QubePlay
Authorized Signatory: Victor Kipkosgei Kemboi, CEO
Website: www.qubeplay.com/a>
Email: legal@qubeplay.com