Publisher & Publisher/API Terms

FANISI ACADEMICS PUBLISHER AND PUBLISHER/API TERMS

 

INTRODUCTION

 

Fanisi Academics is wholly owned and operated by Fanisi Online Limited, a private company operating from Nairobi, Kenya and registered under the laws of the Republic of Kenya.

 

The Fanisi Academics platform is a virtual community where users can chat and transact with other members, and interact and transact with content created by third parties who are registered as Publishers with Fanisi Academics, using the Fanisi Academics Publisher/API or Publisher Interface.

 

Our goal is to strike a balance between encouraging new and innovative content on Fanisi Academics, and to allow Publishers to create sustainable long-term businesses using Fanisi Academics, while protecting both our rights and our users’ rights.

 

These Publisher/Publisher/API terms bind you from the moment you register as a Publisher with Fanisi Academics. You enter into a direct relationship with Fanisi Academics users who decide to use your content. It is your responsibility to draw up terms of use between yourself and your users. In addition you agree that Fanisi Academics’s obligations under the Fanisi Academics Terms of Use will apply equally to your relationship with Fanisi Academics users.

 

THE FANISI ACADEMICS CODE OF ETHICS

 

When you register as a Publisher you become part of our community, and you implicitly sign up for the Fanisi Academics Code of Ethics (hereafter referred to as “the Code”). The Code lays out our values and is nice and brief, so please take the time to read it carefully.

 

If you do not adhere to the Fanisi Academics Publisher/API terms, you may be suspended from our services without warning.

 

THE FANISI ACADEMICS PAGE OR API AND YOUR CONTENT

 

We grant you a non-exclusive, revocable, non-sub licensable, non-transferrable licence to use the Fanisi Academics Publisher/API to interface your content with our platform on the terms described herein.

 

Your content must comply with the Fanisi Academics Publisher/API specifications and you carry the costs for setting up, maintaining and operating the content, including the traffic between your content and the Fanisi Academics platform.

 

Fanisi Academics users must always have a good user experience when they use your content.

 

If a user chooses to enable recurring or automatic payment of your services on the Fanisi Academics platform, the maximum duration this recurring payment relationship can exist for is six (6) months, and you agree not to automatically renew this recurring payment relationship with the user beyond the maximum period of six (6) months.

 

You are solely responsible to the users who use your content and should take care of them.

 

CONTENT

 

In the interest of our users, your content must be appropriate and lawful, be in line with our Code, and has to comply with our technical requirements.

 

You confirm that you are the owner or authorized licensee of the content, and you indemnify us against any claims by any person who claims you infringe their intellectual property rights or who claims that we infringe their intellectual property rights as a result of the use of your content on the Fanisi Academics platform.

 

It is your obligation to display legal notices in respect of your content.

 

SUPPORT

 

It is your responsibility to provide prompt and efficient customer support in respect of your content.

 

Your support contact details and the time when the support is available must be displayed in your content. You will allow for users to report inappropriate behavior by other users using your content and will resolve such complaints quickly.

 

We undertake to give support to users using your content only insofar as their problem relates directly to our services to them or relates to our responsibilities to interface your content on our platform.

 

As far as our support to you is concerned, you can find Publisher and PUBLISHER/API support on our Publisher support page. This page includes instructions on how to reach the Fanisi Academics Publisher support team and resources.

 

You will give us the details of a person who we can contact about customer support.

 

Your content will be continuously available and you agree to constantly monitor the availability and performance of your content.

 

ADVERTISING

 

Fanisi Academics reserves the right to regulate all advertising on the platform and will share resulting revenue as per agreed revenue share.

 

BILLING

 

Payment for all content on Fanisi Academics platform will be via Michuzi which is our voucher for acquiring virtual goods and can be accessed through www.michuzi.biz. Fanisi will deploy easy ways for you to collect Michuzi vouchers from your users.

 

It is your responsibility not to release the content or services before you receive confirmation that the request was successful. Once you receive confirmation you are obliged to release the content or services purchased by the user.

 

You may not submit payment requests in respect of invalid or unlawful transactions. We may reverse payment for invalid or unlawful transactions. You are not allowed to solicit for payment via a different payment method other than via Michuzi.

 

Each party is responsible for all taxes and other costs that may be due on their portion of the revenue.

 

REVENUE SHARE

 

We will pay you a net shareable revenue generated with your content as will be determined from time to time. When we calculate the net shareable revenue, we deduct money-in costs and taxes from the gross revenue, while you agree to settle all royalties and payments to rights holders from your share of the net shareable revenue.

 

We have the right to change our PUBLISHER/API pricing structure on thirty (30) days’ notice.

 

You are responsible for all costs associated with building and operating your content, and with using the Fanisi Academics Publisher/API Platform.

 

Based on the data produced by our systems we will make a report available for every calendar month showing the payments we collected from users plus the advertising revenue generated by your content (that is if you agreed on advertisement injections on your content). If you wish to query the report, you would have to do so within five (5) days after it becomes available to you. If you don’t query the report, we will accept it as correct. A letter by one of our directors will be sufficient proof of the amounts owing to you.

 

You will need to send us a monthly tax invoice for your share of the revenue and we will pay your share of the revenue within sixty (60) days after the end of the month to which the report relates, and will do so in Kenya Shillings.

Where third party advertising is provided on your portal (third party ad injections may only be provided by Fanisi Academics’ preferred service providers), the net shareable revenue in respect of the injected advertisements will be on a split to be agreed on from time to time. Any industry standard advertising sales commissions payable in respect of advertisement injections will be deducted from the gross revenue as a pre-net shareable revenue overhead expense.

 

If we have a dispute on the amount of your share of the revenue, we will first try to solve it between us before taking formal legal action. If the amount you believe is correct differs more than 5% from our amount, we may withhold payment until your query has been resolved.

 

We may set off any amounts you owe us against your share of the revenue.

 

The Conversion rate between the Kenya Shilling and Michuzi is 1 Michuzi to 1 Shilling.

 

SUSPENSION OF SERVICES

 

We may after giving you notice of not less than seven (7) days suspend our services if you violate these Publisher/API terms, if we receive an inordinate number of complaints from users about your content, if your content interferes with our systems or if we need to upgrade or maintain our systems.

 

PRIVACY

 

We respect the privacy of our users and their right to anonymity.

 

We have made a commitment to our users in our Privacy Policy to protect their privacy. You agree to honour our commitment to them and to stick to our Privacy Policy in your dealings with our users and their personal information.

 

You may only collect the information about our users that you need to sell and deliver the content and you agree not to retain such information for longer than 3 months after the last transaction by the user.

 

You may only collect as much information about a user as you need information to sell something to the user, to render a service to him or her, or to deliver content to that user. You will not collect more information than you need to perform your obligation to the user.

 

You will keep the users’ information confidential.

 

You agree you will not retain information about our users for longer than three (3) months after the last transaction by the user.

 

To illustrate the general principles outlined in this paragraph, here are some examples of what you are not allowed to do with our users’ information:

 

  • Harvesting data about users
  • Collecting usernames or passwords
  • Selling information about our users, including aggregated information, to any third party
  • Conducting market research surveys amongst our users or, if you conducted surveys, selling or sharing the survey results with any third party.

 

When running competitions on the Fanisi Academics platform you may only collect the users’ Fanisi Academics IDs and not any other user information

 

INTELLECTUAL PROPERTY RIGHTS

 

Each of us retains ownership of the intellectual property rights in existence before our business relationship with you as well as any intellectual property rights developed during the relationship.

 

You agree not to reverse engineer or decompile any of our software and not to use the Fanisi Academics Publisher/API for any purpose other than provided for in these Terms.

 

We are under no obligation to provide new versions of the Fanisi Academics PUBLISHER/API Platform and we may upon reasonable notice change or discontinue any of the Fanisi Academics Publisher/APIs.

 

You agree to assist us with the maturing of the Fanisi Academics Publisher platform by giving us regular feedback on the functionality and operation of the Publisher Platform.

 

You may only use our brands in connection with your content, provided the use is in line with our brand guidelines and provided that you will immediately cease using our brands as soon as we suspend your services or if your content is no longer available on the Fanisi Academics platform. If you promote your content in the media, we must first approve your promotional material.

 

Neither party shall use or disclose the other party’s confidential information unless permitted to do so.

 

LIMITATION OF LIABILITY

 

Our services and the Fanisi Academics Publisher/API platform is provided “as is” and we do not give you any express or implied warranty in respect thereof. You use the Fanisi Academics Publisher/API at your own risk and we are not liable for any damages or losses you may suffer. If for some reason we are indeed held liable our liability is limited to the revenue share paid out to you for the preceding twelve (12) months.

 

You warrant that you own the content or may use it for the purposes described in this agreement, that it is free from malicious code, and that your content and the content thereon complies with all laws and you have all approvals, licenses and/or permits necessary to operate your content and display the content. You will indemnify us against any claims or damages, including legal costs, which may result from your breach of these warranties.

 

You will have no claim against us if we cannot render our services due to circumstances beyond/outside of our control.

 

ADMINISTRATION AND MISCELLANEOUS

 

At times we may have to change these terms to keep them up to date. We will announce such changes at least 14 days before the changes apply to you and your continued use of the Fanisi Academics Publisher/API Platform will indicate your acceptance of the new terms.

 

All rights not expressly granted to you are reserved.

 

Each of these terms stands on its own feet and if one term is unenforceable it will not affect the remaining terms.

 

Sometimes we decide to give away merchandise or we decide to make certain allowances. We will inform you of such instances and the duration.

 

Our not enforcing these terms for any reason is not to be equated to us giving up any of our rights.

 

These Terms are governed by the laws of the Republic of Kenya and you hereby submit to their jurisdiction.

 

Our services are personal to you and you may not transfer any rights or obligation under this agreement to anyone else.

 

Nothing written in these Publisher/API terms denoted that we are partners, or that you are our agent or representative, or that Fanisi Academics endorses your content or services. You may not create any impression to the contrary.

 

We may conduct a credit and background check on your business.

 

The address you have given us is your chosen address for legal notices.