Konga Affiliates

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Terms & conditionsKonga Affiliate Program Operating Agreement Updated: July 1, 2020. Our Affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quick results please email us at affiliates@konga.com. PLEASE READ THE ENTIRE AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND KONGA.COM BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 1.0 Introduction 1.1 The Konga Affiliate Programme is an initiative of Konga Online Shopping Limited (“Konga”) 1.2 To participate in the Konga Affiliate Programme, you must first agree to the terms and conditions of this Membership (the "Konga Affiliate Programme Membership Agreement"). Aside this, you will register online on the Konga.com portal by firstly reading the terms and conditions of this Agreement and then clicking on the “I HAVE READ THE KONGA AFFILIATE MEMBERSHIP AGREEMENT AND I ACCEPT THE TERMS” button, to signify that you have agreed and accepted the terms and conditions of this Agreement. You submit your application to become a KONGA AFFILIATE PROGRAMME Member and upload documents required from You, which is Your offer to enter into an agreement with Konga under the terms described in this Agreement. If Konga accepts Your offer, you will become a Konga Affiliate Programme Member, subject to the terms of this Agreement. 1.3 The Konga Affiliate Programme presents a unique opportunity for you to grow as an entrepreneur. The aim of the Konga Affiliate Programme is to promote entrepreneurship with varying levels of growth according to your performance from Associate, Silver, Gold and Platinum. You shall earn money through commission and back-end commission if you meet the target for your band. 1.4 You will be entitled to commission and back-end incentive which will be communicated by Konga in writing or on the Konga portal. Konga reserves the right to review the targets applicable for each band and the commission from time to time. 1.5 In order to progress from one band to another, You must meet the target for the band and show consistency for a period of 3 months. You can earn the commission and back-end incentive of a higher band above, where you meet the target for that higher band in a particular month. Review of bands would be done every 3 months 2.0 DEFINITIONS Certain terms in this Agreement have special definitions, which either appear below or are defined in the body of the Agreement itself. a. “Agreement” means this document. b. “Chargeback” means an amount of money: c. “Commission” means financial compensation in Nigeria Naira currency earned by a Member of the Konga Affiliate Programme for Referral Sales. d. “Customers” means the purchasers and potential purchasers of Konga’s products. e. “Konga Affiliate” means those persons or other entities that have signed up to the Konga Affiliate Programme. (i) which has been deemed to have been refunded by or returned by Konga to a Customer based on a Referral Sale which has been voided, retracted, subject to returns, been reversed due to fraud, or otherwise rescinded for any reason under the terms of sale on the Store; or (ii) which has been retrieved from, reserved against and/or or charged against Konga or Konga’s credit card/debit card merchant accounts under the terms of any applicable credit card merchant account agreements; or (iii) which has been retrieved from, reserved against and/or or charged against Konga, Konga’s bank accounts or Konga’s credit card merchant accounts because of government actions including but not limited to embargo, court order, levy, security interest or other form of lien, reclamation, escheat or civil forfeiture. f. “KongaPay” means a CBN licensed e-wallet where all payments and commissions due from Konga to You pursuant to this Program shall be paid. g. “Program" means a marketing program offered by Konga for the referral of potential customers to a Konga’s offline or online Stores. h. “Referral Sale” means the purchase of certain Konga’s products and/or services by a Customer referred to Konga through a Referral Link during the term of this Agreement. i. “Referral Link” means an Internet URL, intended for use as a hyperlink to direct a Customer to a particular Konga Store which identifies You as the Affiliate who referred that Customer to the Store. j. “Seller” means Konga Online Shopping Limited (Konga). k. “Store” means Konga’s online commerce site or offline stores in Nigeria. l. “You" means the person or business that is signed up to the Konga Affiliate Programme. m. "Your" or "yours" refers to things that You own. 3.0 SCOPE 3.1 In General, Konga will allow You to apply to participate in the Konga Affiliate Programme, where you are eligible to so participate under this Agreement. 3.2 You will promote Konga’s Products in accordance with the terms of this Agreement. Your acceptance (automatically or by approval) to participate in the Programme shall mean that You have entered into a direct contractual relationship with Konga. You are solely responsible for understanding and complying with all Konga’s Terms. You agree that Konga may update the Terms on the Konga website at any time, with or without notice, and any changes will become effective upon such posting. You agree that it is your sole responsibility to regularly ensure you are familiar with the latest terms. 3.3 Upon our accepting You as a Konga Affiliate, You shall act as exclusive affiliate participant and make referral sales from Product Inventory on Konga’s website and offline shops. 3.4 The Customer shall directly pay to Konga the purchase price of any Product resulting from a referral sale and you are not required to receive any payments from a Customer on behalf of Konga. Where You however, elect to receive a Product purchase Price from a Customer in respect of a concluded referral sale, such shall be promptly remitted to Konga without delay, and you shall be wholly responsible to Konga and to the customer for any liability resulting from such transaction. 3.5 You shall open and operate a KongaPay account/wallet with not less than N5000 where all payments and Commissions due to you under this agreement shall be paid. You shall be registered for KongaPay with the details that you supply for registration as a Konga Affiliate. You can also directly register on the Konga Pay portal. 3.6 Konga shall be solely responsible for making delivery of Products purchased by a Customer referred by You. You shall not be concerned with the pick-up and delivery of purchased Products to a Customer except where You directly placed an Order and made payment for the Order to Konga on behalf of such Customer. 3.7 All after-sales support of Products validly purchased by a Customer pursuant to this Agreement shall be exclusively managed by Konga in accordance with the Konga/OEM’s warranty policy. 3.7 It is understood and agreed that in your participation in the Konga Affiliate Programme, you shall comply with all laws, including but not limited to money laundering, anti-bribery and corruption, data protection, email marketing and anti-spam laws. 3.8 All orders/transactions from You and/or your Referrals are to be placed on www.Konga.com or any of Konga Offline shops, provided that such orders are subject to acceptance by Konga, and are not yet binding on Konga until accepted. 3.9 Konga reserves the right to cancel orders at any point if deemed non-profitable or for any other reason. General Terms 4.0 Referrals 4.1 As a registered Konga Affiliate, You may make Referrals of Konga’s Products to third parties in compliance with all applicable laws, rules, regulations, and policies. Without limiting the foregoing, You also agree that: 4.1.1 You shall not place Referral Links in any manner which may (intentionally or unintentionally) mislead and /or defraud any Customer. 4.1.2 You shall not cause any use of a Referral Link, or any subsequent Referral Sales, to be made in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects. 4.1.3 You shall only be entitled to Commissions that are a direct result of a Customer completing a Referral Sale directly through the use of Your Referral. 4.1.4 Konga may impose time limits in which a Referral Sale must be completed after the Customer has used Your Referral. 4.1.5 You will obtain an ID card at your own cost from Konga, this ID must be presented at all times before dealings with customers. 4.2 Tracking and Reporting Konga may at its discretion, provide You with access to tracking and reporting tools to the extent that those tools are then-currently described and are generally available to Konga Affiliates via Konga website. 4.3 Provision of Service Konga agrees to use commercially reasonable efforts to keep its website operational at all times. However, you hereby acknowledge that downtime due to force majeure events (i.e., events outside of a party’s control) and scheduled maintenance will occur from time to time. Konga shall not be liable to you for any interruption to its service for any reason. 4.4 Confidential Information 4.4.1 Either Konga or You may provide the other with information that is confidential and/or proprietary to the discloser or its partners ("Confidential Information"). Each party agrees to maintain the confidentiality of such information using the same degree of care as it does with its own information of similar importance (but in no case less than reasonable care). Confidential Information shall not include information to the extent such information (a) is or becomes part of the public domain through no act or omission of the recipient, or (b) is lawfully received by the recipient from a third party without restriction on use or disclosure and without breach of this Agreement or any other confidentiality or legal obligation, or (c) was in its possession of the recipient on a non-confidential basis prior to the date of this Agreement (except to the extent unlawfully misappropriated). 4.4.2 You expressly agree that notwithstanding the foregoing Konga may provide its subcontractors with Your email address(es) and basic Affiliate account detail (including but not limited to Your address, phone and fax number, website name (if applicable), date You first entered into operation or under this Agreement). 4.4.3 In the event a third party seeks to compel disclosure of a disclosing party’s Confidential Information from a recipient by judicial, governmental or administrative process, requirement or order, the recipient shall promptly notify the discloser of such occurrence and furnish to the discloser a copy of the demand, summons, subpoena or other process served upon the recipient to compel such disclosure, and will permit the discloser to assume, at its expense, but with the recipient’s cooperation, defense of such disclosure demand. In the event that the discloser fails or refuses to contest such a third-party disclosure demand, or a final judicial order is issued compelling disclosure of Confidential Information by the recipient, the recipient shall be entitled to disclose such Confidential Information as is (in the opinion of the recipient’s legal counsel) legally required to be disclosed in compliance with the terms of such process, requirement or order, provided that such Confidential Information so disclosed shall otherwise remain subject to the terms of this Agreement. 4.5 User ID, Password, and Identification ID You will be given a password and User ID to access certain parts of the Konga website. You shall be responsible for all usage and activity on Your User ID account and for loss, theft or unauthorized disclosure of Your password. You shall immediately notify Konga in writing of any known or suspected unauthorized use of Your User ID account. You shall also be issued an Identification (ID) Card, which shall be worn or displayed conspicuously for the customer to see and verify before transacting with you. 4.6 Privacy Policies Any privacy policy posted on our website in association with our Stores, including any subsequent versions posted by Konga, is hereby incorporated by reference into this Agreement. You agree that You will not act in any manner that would violate any such privacy policy, or could reasonably be deemed to cause Konga to be non-compliant with its own privacy policy. 5.0 The Rights of Parties 5.1 Membership Right Konga grants to You a revocable, non-transferable, non-assignable, non-sublicensable, royalty free, worldwide, limited right to make Referrals as well as any applicable Marketing Support Materials provided by Konga, in all cases for the limited purposes of promoting Konga Affiliate Programme, and in any event subject to the terms and conditions of this Agreement. This grant of rights is conditioned upon You: (a) not otherwise copying nor modifying, in any way, any Marketing Support Materials or other materials made available to You through the Affiliate Programme; and (b) not removing or altering any copyright, trademark, or other notices or legends in any such materials. 5.2 Grant of Rights by You You grant to Konga a revocable, royalty-free, international license to display and distribute Your name, branding and/or logos for the limited purposes of promoting You as a Konga Affiliate. You grant Konga the right to publicly announce and denounce you as a Konga Affiliate in the event that you breach any part of this Agreement or Konga policies, or you commit any fraud or infraction against Konga or a customer. You grant Konga the right to support the customer in any prosecution against you for any breach committed against Konga or the customer. 5.3 Ownership of Rights. The Referrals and Marketing Support Materials are owned or licensed solely and exclusively by Konga, as appropriate, and You agree not to challenge Konga’s proprietary rights. Your use of these shall inure to the benefit of Konga, as appropriate. You agree, upon Konga’s demand, to promptly stop or alter any of Your uses of these which Konga deems to be improper or which may have the potential to put the business of Konga at risk, and/or to increase the risk of liability to Konga. 5.4 Restrictions of Use of IP Except where expressly approved by Konga in writing, You shall not use Konga’s names, trademarks, service marks or domain names in any manner which would reasonably lead a person to believe that You are Konga or that You are acting in any manner other than as an-exclusive approved Affiliate. You may not describe Yourself as an ‘authorized dealer,’ ‘agent,’ ‘sales representative,’ or otherwise through the use of any other term or in any other manner which implies you are anything other than an Affiliate as described in this Agreement. You shall not claim that You or Your business has been ‘approved’ or ‘endorsed’ by Konga. 6.0 Pricing, Payments and Commissions 6.1 Pricing for the Products 6.1.1 The price for the Products shall be as quoted on Konga’s website and stores which may be reviewed by Konga from time to time (“the Selling Price”), exclusive of delivery cost. 6.1.2 You can place an order, buy off products from Konga, pay to Konga and resell at your own price, provided the order was not funded wholly or partly by Konga. 6.1.3 As a KONGA Affiliate, you will be able to buy off products from Konga, either by placing an order online, calling the Konga Affiliates team to make an order or by visiting a Konga Shop to place an order. You shall ensure that you inspect the goods properly and verify that they are in good condition. 6.1.4 You will be able to place order for goods whether large scale or small quantities and resell to your customers at a reasonable profit. 6.1.5 As a KONGA AFFILIATE PROGRAMME member, you will be able to buy off goods from Konga and sell at a higher price. You are to pay Konga what is due and enjoy the commission applicable to your band while Konga shall still credit you with the due commission. The fleecing of customers if reported to Konga can lead to the termination of your contract as a Konga Affiliate. 6.1.6 You can sell these products at your physical sales point e.g. shop or online e.g. website and your social media accounts. 6.1.7 If You choose to advertise a product whose price was communicated to you or displayed on Konga portal, you are expected to factor in the delivery charge for such product 6.2 Computation of Commission Konga shall determine (where possible) the actual Commission that should be paid to You under and pursuant to the terms of the Affiliate Programme for which You are an approved Affiliate. Commissions are paid on a monthly cycle of transaction. All transactions for a month will be calculated and paid out on the first week of the succeeding month. Commissions will only be paid for products that are duly fulfilled (have been delivered and payment made and collected, and period of return has elapsed.) 6.3 Commission Threshold If the total balance of Commission owed to You in any particular month is less than N5,000 Konga shall withhold the payments for that month and until the month in which the total payments meet or exceed the minimum payment threshold specified above. Konga reserves the right to make available to you a non-commissionable product which could be as a result of a special sales or any other reason. 6.4 Contract Prospecting and Implementation 6.4.1 Subject to the prior written approval of Konga and signing of an agreement that will require you to have at least two (2) guarantors, You may bid for and secure contracts from a corporate organisation in the name of Konga. You shall work together with Konga to win and implement the contract. Konga shall finance the contract and charge 60% of the going bank interest rate as the cost of fund for the implementation of the contract. The proceeds of the contract shall be paid into Konga’s account. Konga shall share profit from the contract with You at the ratio of 3: 7. That is, You shall be entitled to 70% percent of the profits from contracts brought by You that is executed by Konga and paid for by the contract owner and monies received in Konga’s account. 6.4.2 You are required to be registered as a corporate organisation for you to qualify for contract sponsorship by Konga. Konga reserves the right to approve or decline a contract sponsorship application or request. 6.4.3 You shall be entitled to Your payment only after the contract sum has been paid to Konga in full. 6.5 Chargebacks You acknowledge and agree that your Commission from this Program are subject to Chargebacks that accrue after the month You have received payment, and that Konga will calculate these Chargebacks as charges against any other Commission owed to You in subsequent months, and that You will remain responsible to Konga in any event for outstanding negative balances which arise out of Chargebacks related to Your Referral Sales. Konga is not obligated to pay You any amounts in Your account connected with activities deemed to be fraudulent or criminal by Konga in its sole and reasonable discretion or for suppressed orders. The existence or possibility of fraud or criminal activity will be determined by Konga in its reasonable discretion, and Konga may make any inquiries and investigations Konga deems appropriate. 6.6 Currency and Mode of Payment The Commissions and Payments due to You under this agreement shall be calculated in the official legal tender of Nigeria (the Naira currency) and shall be paid into your KongaPay wallet. 6.5 Notwithstanding anything above, Konga reserves the right to review the commission and payment structure at any time depending on the dynamics of the economy and prices of products, and communicate same to all agents via emails. 7.0 Representations 7.1 You make the following representations, warranties and covenants to Konga: 7.1.1 You have and shall have at all times all rights necessary to enter into this Agreement, and to perform your obligations hereunder, and that You are of legal age and otherwise competent to be contractually bound to this Agreement. If You are a corporation or other form of business entity, the person who has entered into this Agreement on Your behalf is authorized to bind You to this Agreement, and the board of directors or others who control the corporation or other business entity have authorized the entity to enter into the Agreement. 7.1.2 You are solely responsible for compliance with, and will comply at all times with, all civil and criminal laws, rules and regulations applicable to You and the transactions contemplated under this Agreement. 7.1.3 Any of Your Content which You in any way associate with Konga or represent yourself as Konga Affiliate, does not infringe the intellectual property rights of Konga or any third party. Konga must approve of all such contents before dissemination to third-parties. 7.1.4 All of the information You provide to Konga is correct as of the time You entered it, and You will promptly notify Konga and update any of that information when it has changed. 7.1.5 In all of Your actions as an Affiliate and while associating Yourself with Konga, You shall not do any of the following: (1) engage in deceptive trade practices, including interfering or replacing customers’ products with substandard products; (2) engage in spamming, indiscriminate advertising or sending of unsolicited commercial email; (3) use third party pop-up or pop-under systems or services to promote Programs; (4) replace, intercept, interfere with, hinder, disrupt or otherwise alter a Customer’s access, view or usage of Our website, or Referred Link, including without limitation any click-through or traffic-based transaction; (5) auto-set cookies on a Customer’s browser; (6) collect personally identifiable information concerning Customers which is not fully disclosed in your privacy policy; (7) perform any activity that involves, facilitates, advocates or promotes (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability, (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities or materials, (c) gambling or illegal substances, (d) sedition, unauthorized copying or distribution of copyrights materials (e.g., music, videos, books, etc) or any other illegal activities, or (e) any violation of law or breach of the intellectual property or other rights of any other person, entity or organization; (8) violate the reasonable standards of doing business on the Internet (as determined by Konga in its sole discretion); or (9) any other activity which may expose Konga to increased business risk or legal liability. 8.0 Non-Compete During the term of this Agreement, You shall not enter into any agreement which concerns the referral of potential customers of Konga’s products and services for personal gain or would in any manner compete against the Konga Affiliate Programme. You acknowledge that Your breach of this paragraph will result in irreparable injury to Konga for which monetary damages alone would not be an adequate remedy. Therefore, You agree that in the event of a breach or threatened breach of this paragraph, Konga shall be entitled to injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. In addition, Konga shall be entitled to collect its reasonable attorneys’ fees and expenses from You in obtaining such injunctive and/or other relief. 9.0 Use of Data Konga reserves the right to be able to utilize any data it derives from use of the Referral Sales, which may include information about Your performance statistics, to analyze Konga Affiliate Programme trends, monitor Konga Affiliate Programme efficiencies, maintain the integrity of the Referral Link code system, promote Konga Affiliate Programme capabilities and efficiencies, and promote You. 10.0 Nature of Relationship with Konga Your relationship with Konga is exclusive; however, Konga may enter into similar relationships with others without regard to competition with You or any of Your other interests. Konga neither approves nor endorses, nor are you permitted to state that Konga approves or endorses Your businesses or other efforts other than approving Your rights to act as an Affiliate as described in this Agreement, and You shall not in any way imply any other approval or endorsement by Konga. 10.1 It is understood and agreed that this Agreement does not create a fiduciary relationship between You and Konga, and that You shall be an independent contractor at all times, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venture, partner, employee, or servant of the other for any purpose whatsoever. 10.2 Nothing in this Agreement authorises You to make any contract, agreement, warranty, or representation on Konga’s behalf, or to incur any debt, pledge a credit, or other obligation in Konga’s name, or in any way whatsoever bind Konga in any contract or undertaking. You hereby covenant with Konga to indemnify and hold Konga harmless from any claim arising from your breach of this clause. 11.0 Other Restrictions Konga reserves the right to impose limits on sales of products through Stores in Konga’s sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, Konga may limit or restrict sales to a minimum or maximum retail price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time or period, or refuse to accept orders from Customers with a prior history of questionable charges. 12.0 WARRANTIES AND DISCLAIMERS Konga makes no promises or warranties to You that Customers will purchase products from its stores, that its website will be functional at all times, or that its offline or online Stores will operate at all times or without error. KONGA PROVIDES ITS SERVICES TO YOU UNDER THIS AGREEMENT “AS-IS, WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KONGA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MAY ARISE UNDER LAW OR EQUITY OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY OF INFORMATION. Except for any obligations Konga has to pay You the agreed commission for a concluded sales transaction subject to the terms of this Agreement, You agree that Your sole and exclusive remedy for any breach of this Agreement by Konga is for You to terminate this Agreement. 13.0 LIMITATION OF OUR LIABILITY 13.1 Konga’s total aggregate liability to You arising out of or under this Agreement shall be limited to payment of your entitled commission. 13.2 KONGA SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 13.3 THE TERMS OF THIS AGREEMENT REFLECT AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES SUPPORTED BY (AMONG OTHER THINGS) THE PRICING AGREED TO BETWEEN THE PARTIES, AND THIS ALLOCATION IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THEM. 14.0 INDEMNITY 14.1 You and Your successors and assigns shall indemnify, defend, and hold harmless Konga, its corporate affiliates and subsidiaries and each of their respective directors, officers, employees, agents and subcontractors, and their respective successors and assigns from and against and in respect of any and all third party claims, demands, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the intellectual property rights of any other person or organization), obligations, liabilities, damages, recoveries and deficiencies, including interest, civil or criminal penalties or fines, reasonable attorneys’ fees and costs, that an indemnified party may incur or suffer, which arise, result from, or relate to (a) Your failure to perform, violation or breach of any of Your representations, warranties, covenants and/or obligations under this Agreement; or (b) an actual or alleged breach of any applicable civil or criminal laws by Konga caused directly or indirectly by Your actions or inactions (other than breaches of law due to Konga’s own knowing and intentional violation); or (c) Your participation in the Konga Affiliate Programme, including without limitation any taxes, liens, duties or other civil obligations which may be imposed on Konga directly as a result of Your participation (other than taxes directly imposed on Konga based on Konga’s own income); or (d) claims arising out of any other activities You perform, services You provide, or products You sell which are associated publicly in any manner with the Konga Affiliate Programme; or (e) the assertion of any infringement or other claims alleging that Your Content violates the intellectual property rights of any other person or organization (including those rights held by Konga); or (f) claims relating to the violation of any privacy policies You are required to comply with under this Agreement; or (g) the negligence or wilful acts or omissions of You or Your employees or agents. 14.2 Konga will promptly provide You with written notice of any claim for which Konga seeks indemnification and will tender the defence of that claim to You. You will respond in writing to the tender of defence within seven (7) business days of Your receipt of the notice, notifying Konga of any claim, demand, suit or proceeding for which You have agreed to indemnify and hold Konga harmless, and You will, upon Konga’s written request, will promptly defend and continue the defence of that claim, demand, suit or proceeding at Your expense. A failure by You to respond in writing to the tender of defence within the time specified in this paragraph will be deemed a waiver of any objection to its obligation to defend Konga, but a reservation of Your rights to object to any subsequent obligation to indemnify or to hold harmless Konga. In the event You accept the tender of defense with a reservation of rights, reject the tender of defense or fail to respond to a tender of defense, Konga shall thereafter have the right to control of the defense of that claim, including the right to select which firm defends the claim. In the event You reject the tender of defense, You will be liable for any legal fees and expenses incurred by Konga to compel You to honor Your indemnification obligations. You will obtain Konga’s express prior written approval to settle any claim if the settlement (i) arises from or is part of any criminal action, suit or proceeding, or (ii) contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of Konga, or (iii) requires any specific performance or non-pecuniary remedy by Konga. If You fail to undertake and continue the defense or fail (in Konga’s sole and reasonable opinion) to adequately pursue or conduct the defense, Konga will have the right (but not the obligation) to make and continue the defense as it considers appropriate, and the expenses and costs thereof (including without limitation the amounts of any judgment rendered against Konga) will be paid by You. You further agree that You shall indemnify Konga for any reasonable attorneys' fees or other costs incurred by Konga in investigating or enforcing its rights under this Agreement. 15.0 DURATION 15.1 Term This Agreement commences on the date You accept its terms, and inure until the day either You or Konga should provide notice to the other to terminate this Agreement by email (if to You, to the email address you have provided to Konga, and if to Konga, to affiliates@konga.com with copy to ozims@zinoxtechnologies.com). This Agreement shall continue to be in force until terminated by either party in accordance with the terms of this Agreement, provided that termination shall not affect accrued rights and obligations. 15.2 Termination of Participation Konga may terminate Your agreement to participate in the Konga Affiliate Programme under this Agreement, at any time with or without cause upon notice to You. 15.3 Breach 15.3.1 If You are in breach of any provision of this Agreement, Konga may provide You with notice of Your breach, and Konga may (at its sole option) either provide You with an opportunity to cure the breach (if capable of being remedied), suspend Your membership, or terminate this Agreement with or without notice to You. 15.3.2 If Konga believes that You have engaged or are engaging in fraudulent activities or are otherwise in breach of any of the terms of this Agreement, Konga may (without notice to you) suspend any of your pending Commission payments, and suspend the tracking of any new Referral Sales (without discontinuing tracking of Chargebacks) in which event Konga shall not be obligated to pay you for Referral Sales made during such suspension of tracking. Such temporary conditions may continue for so long as reasonably required by Konga to investigate the circumstances, until You cure Your breach to Konga’s reasonable satisfaction, or until this Agreement has been otherwise terminated. If Konga believes that You are engaging any suspected fraudulent, abusive or otherwise illegal activity, Konga may publicly denounce you and also refer this knowledge to the appropriate law enforcement agencies (as Konga deems appropriate). 15.4 Events Upon Termination Upon termination of this Agreement, the following shall apply: 15.4.1 You will no longer be credited for Referral Sales arising out of any transactions that occur on or after the termination date. 15.4.2 Your obligation to pay Konga for any shortfall in Your account (e.g., any obligations You may have arising out of Chargebacks) survives the termination of the Agreement. Without limiting the foregoing, You will satisfy any obligations You may have regarding Chargebacks to Konga upon Konga’s demand, or within 30 days of the effective date of termination, whichever comes sooner. 15.4.3 Konga shall no longer make Payout payments to You as per this Agreement again. 15.4.4 All grants of rights to You under this Agreement will terminate, and You will immediately remove references to Konga’s name, and any Referral Links and Marketing Support Materials, from any marketing materials which You distribute, publish or broadcast after the date of the termination. You shall return all Konga items, including your Konga Identification (ID) Card upon termination of this Agreement. 15.4.5 You will continue to be responsible for any liability that might arise out of Your participation in the Konga Affiliate Programme (including without limitation fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of that participation). The provisions of this Agreement which contemplate their survival past the term of this Agreement shall survive the termination of this Agreement, including but not limited to Konga’s reserved rights and all of Your indemnity obligations. 15.4.6 Konga’s exercise of any of its rights under this Agreement shall be non-exclusive, and Konga may also exercise its rights to obtain any other remedies available to it at law or in equity. 16.0 MISCELLANEOUS 16.1 Entire Agreement This Agreement is a valid and enforceable agreement between Konga and You that sets forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement. 16.2 Amendments Konga may amend this Agreement at any time by publishing a new version on the Konga web site. You will be required to agree to the modified version upon your next log-in to the Affiliate interface. However, regardless of when you may log into the Affiliate interface, Your continued participation in the Konga Affiliate Programme following the effective date of a new version (including without limitation any use, display or distribution by You of any Referral Link) will constitute Your acceptance of the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by Konga. If any amendment made by Konga in this manner is unacceptable to you, your only recourse is to terminate this Agreement. No other amendments to this Agreement shall be valid unless made in writing and signed by both You and Konga. 16.3 Assignment You shall not assign this Agreement, or any of Your rights under this Agreement, without the prior express written permission of Konga, and any attempt to assign in violation of the preceding shall, at Konga’s option, render this Agreement null and void. However, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Konga may assign this Agreement or delegate its duties under this Agreement without Your permission. Konga may engage the services of subcontractors to assist Konga in the performance of its obligations pursuant to the provisions of this Agreement. 17.0 Force Majeure Konga is relieved of any obligation to perform under this Agreement if it is unable to perform as a result of natural disaster, pandemics, epidemics, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond Konga’s reasonable control. 18.0 Jurisdiction 1. This Agreement shall be governed by and interpreted under the laws of the Federal Republic of Nigeria. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods. 2. APPLICABLE LAW AND DISPUTE RESOLUTION In the event of dispute arising concerning this Agreement the Parties shall attempt to resolve same amicably by negotiations between themselves. If at the end of thirty (30) days of the dispute, the parties are unable to resolve such dispute, the parties shall endeavour to settle the dispute by a sole mediator appointed by the Director of the Lagos Multi Door Court House, Igbosere High Court from the Panel of Neutrals therein. In the event that the parties are unable to settle the dispute, by mediation within ninety (90) days of the appointment of the mediator, it shall be settled before a sole arbitrator to be appointed by mutual agreement of the Parties, in accordance with the Arbitration Law of Lagos State 2009, in Lagos and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. A dispute shall be deemed to have arisen when any Party notifies the other Parties in writing to that effect. In the event that the Parties are unable to mutually agree on a sole arbitrator within 14 days after a dispute has arisen, such arbitrator may be appointed on the application of either party, by the Chairman of the Chartered Institute of Arbitrators (Nigeria Branch). Rules and Regulations Konga may from time to time establish and revise rules and regulations regarding Your participation in the Konga Affiliate Programme by posting them on Konga website. Any of these rules or regulations (or revisions of the same) shall be deemed incorporated within and made a part of this Agreement as of the time they are posted. 19.0 Other Terms 19.1 No waiver or breach of any provision of this Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. 19.2 In the event any portion of this Agreement is held to be invalid, the same will not affect in any respect whatsoever the remainder of the Agreement. 19.3 The provisions of this Agreement will not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between Konga and the Affiliate. 19.4 No provisions in either Party’s purchase orders or other business forms will modify, supersede or otherwise alter the terms of this Agreement. 19.5 This Agreement has been negotiated by the Parties, and will be interpreted fairly in accordance with its terms and without any strict construction in favour of or against either Party based on draftsmanship of the Agreement or otherwise. 19.6 Headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 19.7 Any reference to a section will refer to all subsections of that section. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document. 19.8 A copy (including PDF) or facsimile of a signature will be binding upon the signatory as if it were an original signature. 19.9 Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE KONGA AFFILIATE PROGRAMME PROVIDED BY KONGA. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. I agree to the terms & conditions

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