UduX Terms And Conditions Of Use
Welcome to our Terms and Conditions of Use. These terms affect your legal rights, endeavor to read them and treat with
Welcome to UduX (“UduX”, “we”, “us”, “our”) owned and operated by Groove Platforms Limited (the Company”). We are a
company duly registered in Nigeria (RC 1387955), and our address for correspondence is 6A, Wole Ariyo Street, Lekki
Phase 1, Lekki, Lagos State, Nigeria. We are a subscription service provider that provides our members (“you”
“yourself” “Users”) with access to content including but not limited to access to motion pictures and other
service” “our service”, or “service” means the subscription service provided by the Company for discovering and
streaming the content, including all features and functionality, the Site, content, application, user interface and
software associated with our service
By using the UduX service, websites, platform or software applications (together, the “UduX Service” or “Service”),
including by purchasing or receiving content, rights or licenses, you are entering into a binding contract with our
Company in your country of residence (your “Local Country”). Your agreement with us includes these Terms and Conditions
the Service. The UduX Service includes social and interactive features.
By accessing, visiting, using or browsing the UduX Service, via this Site or any other device or application or other
technology, you accept and agree to be bound by the Terms. Please read carefully. Further, you shall be subject to any
Service, which may be posted and modified from time to time. All such guidelines are hereby incorporated by reference
into the Terms.
ANY ACCESS, USE or PARTICIPATION IN THE UduX SERVICE WILL CONSTITUTE ACCEPTANCE OF THE TERMS. IF YOU DO NOT AGREE TO
3. Qualification For Use
You must be 18 years of age, or the age of majority in your province, territory or country, to become a member of the
UduX Service. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the
involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms. The User
must have the contractual capacity to enter a binding contract with us and are not barred from doing so under any
applicable laws. You also warrant that any registration information that you submit to UduX is true, accurate and
complete, and you always agree to keep it that way and the Company will not be held liable for any loss or damage that
may arise in this respect.
4. Changes To The Agreements
The Company may in its sole discretion, from time to time, change these Terms, at any time without notice. We will
display the changes on this page of the Site or through a notification in the application and such changes shall be
effective immediately. By continuing to use the Service after those changes are made, you are expressing and
acknowledging your acceptance of the changes.
By using the UduX Service, you consent to receiving electronic communication from UduX and the Company relating to your
account. We will communicate with you by e-mail, or by posting notices on the Site or application or through other UduX
methods. For contractual purposes, you consent to receive communications from us electronically and you agree that all
agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal
requirement that such communication be in writing. You also consent to receiving certain other communication from us,
such as newsletters, special offers, questionnaires, customer surveys or other announcements via email or other
methods. You may opt out of receiving non-transactional communications, including marketing communications from us by
following the directions in our e-mail to “unsubscribe” from our mailing list, or by sending an e-mail request
to firstname.lastname@example.org. Please be aware that if you choose not to receive such communication, certain offers attached to
services you have chosen may be affected. We will still communicate with you in connection with transactional
communications, including but not limited to servicing your account, invoices and customer services. Please review our
, for other choices with regards to opting out of cookies and
interest-based advertising from third party advertising agencies.
6. Udux Services
In order to access our service, you will have to create an account with UduX either by formally registering with UduX,
or via the application, or a third party. Here’s some information about all the ways you can enjoy UduX.
UduX account holders may access the UduX Service by any of our several Subscriptions:
• Free Service: an ad-based and free-of-charge service;
• Unlimited Service: a subscription fee-based service;
• Premium Service: an ad-free, subscription fee-based service which enables you to listen to music while not connected
to the internet, among other features.
6.2 Codes and other Limited Offers
If you have purchased a code sold by or on behalf of UduX for access to the Unlimited Service or Premium Service for
the time period indicated on your email, card or paper receipt (“Code”), or if you are accessing the service through
some other limited offer which you received or purchased from UduX (“Limited Offer”), these Agreements apply to your
access to the Service. Any separate set of terms and conditions presented to you along with the Code or other Limited
Offer also apply to your access to the Service using the Code or Limited Offer.
Codes are only redeemable in the country where you purchased such Code, not redeemable for cash and may not be returned
for a cash refund, exchanged, resold or used to purchase other Codes.
From time to time, we may offer trials of the Premium Service for a specified period without payment (a “Trial”). UduX
reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify
a Trial at any time without prior notice and with no liability. For some Trials, we will require you to provide your
payment details to start the Trial. At the end of such Trials, we may automatically start to charge you for the Premium
Service on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment
details in conjunction with the Trial, you agree to this charge. If you do not want this charge, you must change your
Subscription to the Free Service through your UduX account’s settings before the end of the Trial.
The quality of the display or streaming of the content may vary from computer to computer, and device to device, and
may be affected by a variety of factors, such as your location, your device, the bandwidth available through and/or
speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet
provider for information on possible Internet data usage charges. UduX makes no representations or warranties about the
quality of your streaming experience on your device. The time it takes to begin watching content will vary based on
several factors, including your location, available bandwidth at the time or other audio/visual entertainment you have
selected and the configuration of your viewing device. We continually update the UduX Service, including the content
library, delivery methods and pricing. And we may add or remove content from our Service or change the basis on which
the content is available on the Service. We reserve the right in our sole and absolute discretion to make changes from
time to time and without notice in how we offer and operate our Service.
7. Licence, Assignment And Restrictions
You agree to use the UduX Service, including all features and functionalities associated therewith, in accordance with
all applicable laws, rules and regulations, including public performance limitations or other restrictions on use of
the service or content therein. In addition, you agree that:
- You are prohibited from reproducing, modifying, copying, uploading, exporting, transferring, selling, forwarding or
transmitting the Contents on the Site or in the application other than in accordance with the license granted and
further not to reproduce any information of the Site or in the application on any other website.
- You may not either directly or through the use of any device, software, internet site, web-based service, or other
means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary
notices marked on the content or any digital rights management mechanism, device, or other content protection or access
control measure associated with the content including geo-filtering mechanisms.
- You may not either directly or through the use of any device, software, internet site, web-based service, or other
download, stream, (except as explicitly authorized in these Terms) copy, capture, reproduce, duplicate, archive,
distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the content
unless expressly permitted by the Company 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 the Company in writing.
Furthermore, You may not create, recreate, distribute or advertise an index of any significant portion of the content
unless authorized by the Content.
- You may not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the UduX
service; use any robot, spider, scraper or other automated means to access the UduX service; decompile, reverse
engineer or disassemble any software or other products or processes accessible through the UduX service; insert any
code or product or manipulate the content of the UduX service in any way; or, use any data mining, data gathering or
- You shall not upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit
the functionality of any computer software or hardware or telecommunications equipment associated with the UduX
service, including any software viruses or any other computer code, files or programs.
- 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 beats, soundtracks, montages, mash-ups and
similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless it is expressly permitted by the
Company in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.
- You may not arrange for any other website to be connected to the Site or application by way of hyperlink or otherwise
without the prior written consent of the Company.
- You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Music/Video
Player, its underlying technology, any digital rights management mechanism, device, or other content protection or
access control measure incorporated into the Music/Video Player. This restriction includes, without limitation,
disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Music/Video Player in any
manner that enables You to view the content without:
- Displaying visibly both the Music/Video Player and all surrounding elements (including the graphical user interface,
any advertising, copyright notices, watermarks and trademarks) of the webpage where the Music/Video Player is located;
- Having full access to all functionality of the Music/Video Player, including, without limitation, all music/video
quality and display functionality and all interactive, elective, or click-through advertising functionality.
The UduX Service and the content provided through it are the property of UduX or UduX's licensors, and we grant you a
limited, non-exclusive, revocable licence to make personal, non-commercial use of the UduX Service and to receive the
media content made available through the UduX Service in your Local Country, based on the Subscription or Trial you
have selected (the “Licence”). This Licence shall remain in effect for a period of 20 years unless terminated by you or
The UduX software applications are licensed, not sold, to you, and UduX retains ownership of all copies of the UduX
software applications even after installation on your Devices. UduX may assign these Agreements or any part of them
without restrictions. You may not assign these Agreements or any part of them, nor transfer or sub-licence your rights
under this Licence, to any third party.
All UduX trademarks, service marks, trade names, logos, domain names, and any other features of the UduX brand are the
sole property of UduX. This Licence does not grant you any rights to use the UduX trademarks, service marks, trade
names, logos, domain names, or any other features of the UduX brand, whether for commercial or non-commercial use.
You agree to abide by our terms and not to use the UduX Service (including but not limited to its content) in any
manner not expressly permitted by the Terms.
Third party software libraries included in the UduX Service are licensed to you either under these Terms, or under the
relevant third-party software library’s licence terms as published in the help or any other section of our website/
8. Third Party Applications
The UduX Service provides a platform for third party applications, websites and services to make available products and
services to you (“Third Party Applications”), and your use of these Third-Party Applications is subject to their terms
of use. You understand and agree that UduX is not responsible or liable for the behavior, features, or content of any
9. User Generated Content
UduX users may post, upload and/or contribute (“post”) content to the Service, including pictures, text and playlist
compilations (“User Content”). You represent that you have the right to post any User Content which you post to the
Service, and that such User Content, or its use by us as contemplated by this Agreement, does not violate these
Agreements, applicable law, or the intellectual property rights of others. You grant us a non-exclusive, transferable,
sub-licensable, royalty-free, worldwide license to use any User Content that you post on or in connection with UduX.
This license lasts until you terminate your UduX account, except in the case of User Content that you have published,
made public and/or share with others. Aside from the rights specifically granted herein, you retain ownership of all
rights, including intellectual property rights, in the User Content that you post to the UduX Service, except that,
where applicable under Local Country law, you agree to waive your right to be identified as the author of any User
Content on the UduX Service and your right to object to derogatory treatment of such User Content.
UduX does not monitor, review, or edit User Content, but reserves the right to remove or disable access to any User
Content for any or no reason, including but not limited to, User Content that, in UduX’s sole discretion, violates
these Agreements. UduX may take these actions without prior notification to you. Removal or disabling of access to User
Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User
UduX is not responsible for User Content nor does it endorse any opinion contained in User Content. If you believe that
any User Content infringes your intellectual property rights, does not comply with the User Guidelines (Section 11
below) or that your rights under applicable law have been otherwise infringed by any User Content, please contact us at
In consideration for the rights granted to you under these Terms, you grant us the right (a) to allow the UduX Service
to use the processor, bandwidth and storage hardware on your Device in order to facilitate the operation of the
Service, (b) to provide advertising and other information to you, if you subscribe to the Free Service, and (c) to
allow our business partners to do the same.
You grant UduX a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use,
reproduce, make available to the public, publish, translate and distribute any User Content that you post on or
otherwise provide through the UduX Service.
These Terms are not intended to grant rights to anyone except you and UduX, and in no event shall these Terms create
any third-party beneficiary rights. Any failure by UduX to enforce these Terms or any provision thereof shall not waive
UduX’s right to do so.
11. User Guidelines
We have established a few ground rules for you to follow when using the Service, to make sure UduX stays enjoyable for
everyone. Please follow these rules and encourage other users to do the same.
UduX respects intellectual property rights and expects you to do the same. This means, for example, that the following
is not permitted: (a) Copying, reproducing, “ripping”, recording, or making available to the public any part of the
UduX Services or content delivered to you via the UduX Services, or otherwise any making use of the UduX Service which
is not expressly permitted under these Terms; (b) using the UduX service to import or copy any local files you do not
have the legal right to import or copy in this way; (c) reverse-engineering, decompiling, disassembling, modification
or creating derivative works based on the UduX Services or any part thereof; (d) circumventing any technology used by
UduX, its licensors, or any third party to protect content accessible through the Service; (e) renting or leasing of
any part of the Services; (f) circumventing of any territorial restrictions applied by UduX; (g) artificially
increasing play count or otherwise manipulating the Services by using a script or other automated process; (h) removing
or altering any copyright, trademark or other intellectual property notices contained on or provided through the UduX
Service; (i) providing your password to any other person or using any other person’s user name and password.
Please respect UduX and other users of the UduX Service. Don’t engage in any activity on the Service or upload User
Content, including registering and/or using a username, which is or includes material that (a) is offensive, abusive,
defamatory, pornographic or obscene; (b) is illegal, or intended to promote or commit an illegal act of any kind,
including but not limited to, violations of intellectual property rights, privacy rights or proprietary rights of UduX
or a third party; (c) includes personal data of third parties or is intended to solicit such personal data, (d)
includes malicious content such as malware, trojan horses or viruses, or otherwise interferes with any user’s access to
the Service; (e) is intended or does harass or bully other users; (f) impersonates or misrepresents your affiliation
with another user, person or entity, or is otherwise fraudulent, false, deceptive, or misleading; (g) uses automated
means to artificially promote content; (h) involves the transmission of unsolicited mass mailing (“spam”), junk mail,
chain letter, or similar, including through the UduX inbox; (i) involves commercial or sales activities, such as
advertising, contests, sweepstakes, or pyramid schemes; (j) promotes commercial products or services; (k) interferes
with the UduX Service, tampers with or attempts to probe, scan, or test for vulnerabilities in the Service or UduX’s
computer systems or network, or breaches any of UduX’s security or authentication measures, or (l) conflicts with the
Agreement, as determined by UduX. You agree that UduX may also reclaim your username for any reason.
Please be thoughtful about what you make public on UduX. The UduX Service includes social and interactive features,
including the ability to post User Content, share content, and make certain information about you public, as further
described in your account settings. Remember that shared or publicly available information may be used and re-shared by
other users on UduX or across the web, so please use UduX carefully and manage your account settings regularly. UduX
has no responsibility for your choices to make any actions or material public on the Service.
Your password protects your user account, and you are solely responsible for keeping your password confidential and
secure. You understand that you are responsible for all use of your username and password on the Service. If your
username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third
parties, please notify us immediately and change your password as soon as possible.
12. Copyright Infringement
All rights reserved. No part of UduX may be Copied, reproduced, ripped, recorded, re-engineered, decompiled,
disassembled, modified reproduced, distributed, or transmitted in any form or by any means either electronic or
mechanical methods, without the prior written permission of UduX. For permission requests, write to the Legal through
13. Technology Limitations And Modifications
UduX will make reasonable efforts to keep the UduX Service operational. However, certain technical difficulties or
maintenance may, from time to time, result in temporary interruptions. UduX reserves the right, periodically and at any
time, to modify or discontinue, temporarily or permanently, functions and features of the UduX Service, with or without
notice, all without liability to you for any interruption, modification, or discontinuation of the UduX Service or any
function or feature thereof. You understand and agree that UduX has no obligation to maintain, support, upgrade, or
update the Service, or to provide all or any specific content through the Service.
14. Export Control
You agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose
of any products, software, or technology (including products derived from or based on such technology) received from
UduX under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the Federal
Republic of Nigeria, without obtaining prior authorization from the competent government authorities as required by
those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.
15. Payments, Cancellations And Cooling Off
If you have purchased a Paid Subscription or Code online, you have the right to change your mind and receive a full
refund within fourteen (14) days of purchase (the “Cooling-off Period”), but only if you have not logged in or
otherwise redeemed or started to consume them.
If you have a Paid Subscription, your payment to UduX will automatically renew at the end of the subscription period,
unless you cancel your Paid Subscription through your subscription page before the end of the current subscription
period. The cancellation will take effect the day after the last day of the current subscription period, and you will
be downgraded to the Free Service. However, if you cancel your payment and/or terminate the Terms after the Cooling-off
Period is over (where applicable), and/or before the end of the subscription period, we will not refund any
subscription fees already paid to us.
UduX may change the price for the Paid Subscriptions from time to time and will communicate any price changes to you.
Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date
of the price change. By continuing to use the UduX Service after the price change takes effect, you accept the new
16. Term And Termination
These Terms will continue to apply to you until terminated by either you or UduX. UduX may terminate the Terms or
suspend your access to the UduX Service at any time, including in the event of your actual or suspected unauthorized
use of the UduX Service or non-compliance with the Terms. If you or UduX terminate the Terms, or if UduX suspends your
access to the UduX Service, you agree that UduX shall have no liability or responsibility to you and UduX will not
refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to
terminate your UduX account, please contact us through the Customer Service contact form.
We endeavor to provide the best Service we can, but you understand and agree that THE UDUX SERVICE IS PROVIDED “AS IS”,
WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE UDUX SERVICE AT YOUR OWN RISK. UDUX DISCLAIMS
ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition,
UduX does not warrant, endorse, guarantee or assume responsibility for any Third-Party Applications, Third Party
Application content, User Content, or any other product or service advertised or offered by a third party on or through
the UduX Service or any hyperlinked website, or featured in any banner or other advertising. You understand and agree
that UduX is not responsible or liable for any transaction between you and third-party providers of Third-Party
Applications or products or services advertised on or through the UduX Service. As with any purchase of a product or
service through any medium or in any environment, you should use your judgment and exercise caution where appropriate.
No advice or information whether oral or in writing obtained by you from UduX shall create any warranty on behalf of
UduX in this regard.
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or
dissatisfaction with the UduX Service, the Third-Party Applications or the Third-Party Application content is to
uninstall any UduX software and to stop using the UduX Service, the Third-Party Applications or the Third-Party
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL UDUX, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS,
DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES,
ARISING OUT OF THE USE OR INABILITY TO USE THE UDUX SERVICE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION
CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER UDUX HAS BEEN WARNED OF THE POSSIBILITY OF THOSE
DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE
UDUX SERVICE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO UDUX
DURING THE PRIOR THREE MONTHS IN QUESTION.
Nothing in these Agreements removes or limits UduX’s liability for fraud, fraudulent misrepresentation, death or
personal injury caused by its negligence. Some aspects of this section may not apply in some jurisdictions.
19. Entire Agreement
This Agreement constitute all the terms and conditions agreed upon between you and UduX and supersede any prior
agreements in relation to the subject matter of this Agreement, whether written or oral. Any additional or different
terms or conditions in relation to the subject matter of the Agreement in any written or oral communication from you to
UduX are void. You represent that you have not accepted the Agreements in reliance on any oral or written
representations made by UduX that are not contained in the Agreement.
Please note, however, that other aspects of your use of the UduX Service may be governed by additional agreements. That
could include, for example, access to the UduX Community for customer support, access to the UduX Service as a result
of a gift card, or free or discounted Trials. You will agree to separate terms and conditions in those circumstances,
which may be provided from time to time. Those terms and conditions shall govern only with regard to the aspect of the
Service to which they apply, and are distinct from and supplemental to this Agreement, and do not supersede this
Agreement. To the extent that there is any conflict between those agreements and this Agreement, this Agreement shall
control, except as otherwise provided in these Terms.
Occasionally we may offer you the chance to participate in sweepstakes, contests, and surveys (“Special Promotions”)
through the Service. Special Promotions may be governed by terms and conditions that are separate from these Terms. If
the provisions of a Special Promotion’s terms and conditions conflict with these Terms, those separate terms and
conditions shall prevail.
Should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or
enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms,
and the application of that provision shall be enforced to the extent permitted by law.
21. Choice Of Law And Dispute Resolution
The validity, construction and performance of this Agreement shall be governed by the laws of the Federal Republic of
Parties shall use their best endeavours to amicably settle any dispute or difference of opinion arising from or in
connection with this Agreement through mutual discussions.
Where the Parties are unable to resolve the dispute through mutual discussions, the dispute or difference of opinion
shall be referred to mediation conducted by their legal representatives or financial auditors, where financial matters
are involved. Failing which the dispute shall finally be referred to arbitration in accordance with the Arbitration and
Conciliation Act Cap. A18, Laws of the Federation of Nigeria 2004, or any amendment thereto.
The place of arbitration shall be Lagos State, Nigeria and there shall be a sole arbitrator who shall be appointed
jointly by the parties. Where the parties fail to jointly agree on the appointment, they shall approach the Lagos
Multi-Door Court House to appoint a sole arbitrator who shall be competent to adjudicate on the issue in dispute.
The language to be used in the arbitral proceedings shall be English.
The arbitral award shall be final and binding between the Parties.
The reference of any dispute to arbitration shall not prevent the Parties from seeking any form of protective
reliefs/injunctions/specific performance from a court of law via motion or other originating processes for the
protection of any res pending the constitution of the Arbitral Panel and/or final award.
Last updated- October 2018