AFRIDEXT USER AGREEMENT

AFRIDEXT.COM PRODUCT LICENSE AGREEMENT

1.     Agreement. This License is an agreement between the Product Seller (defined in Paragraph 4(c)) and licensee (“You”) who license the Products (defined in Paragraph 4(b)) on Afridext.com (“Site” or “Afridext”). By downloading any Product, You acknowledge that You understand and accept the terms of the License. This License shall be read together with the Site’s Terms of Use (“Terms of Use”). In the event of any inconsistency between the Terms of Use and this License, the Terms of Use shall prevail.

2.     Grant: This License grants You a non-exclusive, worldwide, perpetual, non-transferable sub-license to use, Reproduce, modify, publish and display downloaded Products (other than as restricted in paragraph 7).

3.     Single Commercial Use Only. This License only allows You to use the Product to create one (1) Licensed Work for Yourself or Your client (e.g. if the Product You licensed is a website theme, You can only use the said website theme to create one (1) website for Yourself or Your client). In the event You want to use the same Product to create another License Work, You will have to re-license the Product. You can however distribute the Licensed Work to any third party without any fee / charges.

4.     Definitions

a.     "Licensed Work" means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or Your client, using independent skill and effort and that incorporates the Product and other material, e.g. if the Product You licensed is a website template, Your Licensed Work would be the website created by You with Your own content / material.

b.     “Product” means any digital works created by the Product Seller, e.g. templates, themes, fonts, brushes, patterns etc. and include any files that constitute the Product.

c.     “Product Seller” means the person, entity or organization that created the Product and using Afridext’s Services to sell their Product.

d.     “Reproduce(d)” means the distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Product to create a finished derivative product (the Licensed Work).

e.     “Services” means the creative platform, communication medium / platform for the buyer and Product Seller to communicate and other online services.

5.     Permitted Uses. You may subject to terms of this Agreement, use the Product to create and Reproduce Licensed Work for commercial or personal use, e.g. if the Product You licensed is a website theme, You may use the said website theme to create Your own website or Your client’s website by incorporating Your own content / materials.

6.     Extended Permitted Uses (Extended License). In the event You or the client want to sell the Licensed Work, You will be required to obtain an Extended License (e.g. if the Product You licensed is a design template, You can use the said design template to create stationaries and sell the stationaries to third parties).

7.     Restrictions. Other than as specifically permitted in paragraphs 5 and 6 herein, You may NOT:

8.     Tax

You and the Product Seller shall be solely responsible to pay or withhold any applicable and relevant taxes imposed by the government of the relevant country(ies) pursuant to this License. You and the Product Seller hereby represent and warrant to comply with the relevant country (ies)’s taxation law.

9.     Communication Platform

 .      Afridext will not be responsible for the Product uploaded and sold by the Product Seller on Afridext and will not be involved in any dispute between You and the Product Seller, including in respect of the Product sold by the Product Seller. However Afridext does provide a communication platform on Afridext, which allows You and Product Seller to communicate and resolve any dispute in respect of the Product sold by the Product Seller. In the event You and the Product Seller fail to resolve any dispute therein, Afridext may, at its sole discretion, participate in and/or assume the handling and settlement of such dispute. You hereby agree that, in the event Afridext assumes the handling and settlement of any dispute pursuant to this agreement, Afridext shall have the rights to resolve the dispute in any manner it deems fit and Afridext’s decision shall be final. Afridext shall not be liable for any fee, damages and/or costs incurred due to such involvement by Afridext, and You and Product Seller shall bear equal responsibility to reimburse Afridext in the event Afridext incurred or is imposed any such fee, damages and/or cost.

a.     If You use Afridext’s communication platform, please note that any information You post on the platform is available to be accessed by all persons accessing the same. Afridext shall not be responsible and assumes no liability for any: (i) of Your interactions / disputes between any Afridext’s users / third parties on the communication platforms; and/or (ii) information You or any third party post on the communication platform including without limitation any issue relating to secrecy, confidentiality, privacy and defamation.

b.     You hereby agree not to post any information that: (i) is deemed unlawful, inappropriate, defamatory, libellous, threatening, abusive and racially offensive; and (ii) may create losses / damages to any person or property.

10.  DISCLAIMER.

 .      YOU AND THE PRODUCT SELLER AGREE THAT NEITHER AFRIDEXT NOR THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, REPRESENTATIVES, LICENSORS AND (SUB)LICENSEES (OTHER THAN YOU), SHALL BE LIABLE FOR ANY DIRECT, ACTUAL, ECONOMIC, GENERAL, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING FROM ANY USE OR NON-USE OF THE , SERVICES, SITE, SUBMISSION, PROMOTION, INABILITY TO USE EVEN IF SUCH PARTIES HAVE BEEN ADVISED, OR ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND SERVICE IS WITH YOU. SHOULD THE PRODUCT PROVE DEFECTIVE, YOU (AND NOT AFRIDEXT OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

THE SERVICES AND SITE ARE PROVIDED "AS IS, AS AVAILABLE, WITH ALL FAULTS" BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICES AND SITE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE.

a.     Afridext is merely providing a creative platform and Services for You and Product Seller to buy and sell Products. Afridext does not warrant or assume any responsibility for any Product or services provided by the Product Seller and/or any third party through Afridext’s’ Services. The Product Seller shall assume the full responsibility of the Product. Afridext shall also not be liable / responsible for any loss / damages suffered by You as a result of using the Product.

11.  Electronic Agreement. You have agreed and reaffirm Your agreement to this License electronically by downloading the Product(s).

AFRIDEXT.COM SERVICE PROVIDER AGREEMENT

THIS IS AN AGREEMENT BETWEEN SERVICE PROVIDER (“YOU”) AND AFRIDEXT INTEGRATED SERVICES, A FIRM REGISTERED IN NIGERIA THAT OWNS AFRIDEXT.COM (COLLECTIVELY, “AFRIDEXT”). THIS AGREEMENT APPLIES TO THE USE OF AFRIDEXT’S CREATIVE PLATFORM TO SELL / OFFER YOUR SERVICES (“YOUR SERVICE”) (“SITE”).

1.     Definitions

a.     Applicable Deductions has the meaning ascribed to it in Clause 8(c).

b.     Created Work means the work / product created by You in accordance to the Service Provider Services purchased by the buyer.

c.     Afridext Parties means Afridext, its respective officers, directors, employees, agents, representatives, officers, shareholders, advisors and anyone else associated with Afridext.

d.     IPR means copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third party.

e.     Payout means payment due to You (less any Applicable Deductions) from selling Your Service based on Afridext Payout Structure as per Clause 8(a), as may be revised by Afridext, at its sole discretion, from time to time.

f.      VoguePay (www.voguepay.com) is an account-based system that lets anyone with an email address securely send and receive online payments using their credit card or bank account.

g.     Service Provider means any individual that has accepted this Agreement, has successfully cleared the ID verification process as per Clause 4 and has been approved by Afridext to sell / offer Your Service on the Site.

h.     Services mean the creative platform, a communication medium / platform for the buyer and Service Provider to communicate and online services.

i.      Your / Service Provider Services means the services You are selling / offering (e.g. editing / designing / creating logo, business cards, letterheads, templates etc.) on the Site.

2.     Use of Services

Subject to this Agreement and the Afridext.com Services Terms of Use, Afridext grants You the right to use our Services to sell / offer Your Service on our creative platform.

3.     Service Provider’s Services

a.     You have the rights and obligation to determine: (i) the timeline to deliver the Created Work; and (ii) price of Your Services, however You must ensure that You use Your best effort to produce the Created Work.

b.     Once a buyer orders Your Service, You must respond within 24 hours, whether You want to accept such order. If You do not respond within the said 24 hours, the said order will automatically be deemed rejected. In the event You decide to accept such order, You must carry out Your Services in a diligent manner. You are allowed to update Your Service(s) description page at any time.

c.     You are obligated to produce the Created Work in a diligent and professional manner to the best of Your ability, according to Your Service(s) description page and the creative brief provided by the buyer.

4.     Service Provider Identification

a.     You are required to submit at least one (1) valid means of Government-Issued identification to Afridext during account creation, as follows:

i.         travel passport;

ii.         identity card;

iii.         driver’s license; or

iv.         certificate of incorporation (companies and organizations).

b.     Scanned proof of identification can be uploaded via the Site.

c.     Afridext reserves the right not to:

i.         process Your payments until valid identification has been submitted and approved;

ii.         reinstate any account / membership that has been de-registered / revoked; and/or

iii.         approve Your account.

d.     Disclosure of Identification

i.         Afridext will not rent, sell, or share personal information about You with other parties or non-affiliated companies, unless Afridext is required to do so by law, or in good faith.

e.     Privacy and Security of Personal Information

i.         Afridext will only accept personal identification documents through secure upload process within the Site.

ii.         Afridext will take all necessary and reasonable security measures and precautionary protocols to ensure that all Service Provider’s documents used to verify the identity of the Service Provider remains undisclosed from unauthorized third parties.

5.     Right of Refusal of Your Services and Account

Afridext reserves the right to refuse / not accept / remove any of Your Services, and/or deny approving any account for any reason. Your Services that are removed by Afridext are not eligible to be restored, except with the approval of Afridext and subject to the disputes on the Services carried out (Afridext.com Services Terms Of Use).

6.     Removal of Your Services

Afridext shall have the rights to remove Your Services from Afridext at any time, with / without cause, at our sole discretion.

7.     Exclusivity

You have the option to provide Your Services exclusively on Afridext (i.e. You would not be able to provide the same Services at any other websites / platforms if You choose to provide the Service exclusively on Afridext). By selecting to provide Your Service exclusively on Afridext, You will receive higher Payout as compared to the Service Providers who are providing their Services on a non-exclusive manner on Afridext. Please refer to the Afridext’s Payout Structure show in Clause 8(a) below.

8.     Service Provider’s Payment

a.     Subject to Clause 8(c) below, Afridext shall pay You based on the Afridext’s Payout Structure below. Unless otherwise stated, all payments made will be in Nigerian Naira / US Dollars.

b.     You have the sole responsibility to pay any applicable and relevant taxes imposed by the government of the relevant country(ies) pursuant to this Agreement. You hereby represent and warrant to comply with any relevant country(ies)’s taxation laws.

c.     Any Payout to be paid to You by Afridext are subject to the following adjustments / deductions:

i.         any applicable taxes or withholdings, at the sole opinion of Afridext, is required by Afridext to withhold, deduct or paid from any of Your Payout pursuant to any applicable law, regulation or treaty (however, Afridext shall not be responsible in any way for Your tax obligations);

ii.         any refunds, cancellation or disputes of Your Services and/or Created Work by the buyer for any reasons whatsoever;

iii.         any other reasonable expenses attributable to You in the course of enforcing this Agreement;

iv.         any prior overpayment of Payout by Afridext to You;

v.         any Additional Transaction Fees (as seen in Clause 10(b)); and

vi.         any other amount due from You to Afridext,

(collectively known as “Applicable Deductions”)

9.     Service Provider’s Account

Your account will only be updated: (i) once You and the respective buyer click on the “I’m Satisfied” button after the buyer has received the Created Work; or (ii) after 24 hours from the time the Created Work has been delivered to the buyer if the buyer did not click on the “I’m Satisfied” button. The total amount payable will only be shown by the 15th of each month. Payment will only be made if the total amount meets the Minimum Payout Thresholds below. If the total amount payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and do not need to be requested.

10.  Minimum Payout Threshold (in NGN# / US$)

a.     The minimum payout is #21,000 / $60.

b.     Transaction Fees: Changes to Your payment address may result in processing payment problems / delay, and cause additional processing fees / bank transaction charges (if any) to be incurred (“Additional Transaction Fees”). If the Additional Transaction Fees (if any) was not incurred through any fault of Afridext, Afridext may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by netting off such Additional Transaction Fees when payments are made.

c.     Account Cancellations and Sums Remaining: If You cancel Your account before You reach Your Minimum Payout Threshold, the amount in Your account will be forfeited.

d.     Modification: Afridext reserves the right to modify the Payout rate and/or payment processing and/or payment delivery schedule at any time and notify You by email of the change.

e.     Payment Schedule: All payments are made on or after the 15th following the month that Your Minimum Payout Threshold is reached. Example, if You reached #40,000 / US$120.00 worth of Payouts by end February, Afridext will pay You #40,000 / US$120.00 by the 3rd  week of March.

f.      Withhold Payment: Afridext has the rights and sole discretion to withhold all / any amount payable to You to conduct necessary investigation in respect of any dispute filed by the buyer or You and/or for any other purpose, including fraud, poor performance of service by You, breach of this Agreement and/or the Afridext.com Services Terms of Use. Upon conclusion of such investigation, Afridext will make informed decision, at its sole discretion.

g.     Customer Refunds and Adjustments

i.         Downloads resulting from credit card chargeback and customer refunds will be deducted from Your earnings.

ii. For Customers: You are entitled to a refund if;

Item is "not as described"

If you have not downloaded a purchased item within 3 months from the date of purchase, you may be eligible for refund. You will be required to provide the author of that item your purchase code in order for the author to verify your claim that you have not downloaded an item. Although we think 3 months is a reasonable time, depending on where you are located, you might have a longer period to claim a refund if you have purchased for personal use and haven't downloaded the item.

11.  Fraudulent Downloads & Violations

a.     IPR Infringements: You must not upload onto Afridext’s creative platform any of Your Services and/or Created Work that violates, plagiarizes, misappropriates or infringes the rights of third parties including but not limited to IPR infringements.

b.     Site Tampering: You may not copy or adapt the object code of the Site, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Site, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to the Site.

c.     System Abuse: All Your earnings will be forfeited if You are found to be artificially inflating Your ratings under the Afridext’s rating system or abusing the system.

d.     Post-termination Account: If Your account is terminated for any reason, You must obtain Afridext’s permission to sign up for another account. Further violation will result in Your permanent ban from the Site.

e. Upon purchase of designs, within 48 hours the designer (Seller) will customize your design according to your submitted customization brief. The final files will be available in .cdr, .ai, pdf, png, Jpeg and Gif. Buyer will recieve an instant email from the administration upon purchase that his/her design is being worked on and will be available for download within few 48 hours. When customized design is ready an email is sent to the buyer containing the download link and how to download in his/her Afridext profile.
In case you are unable to download the item(s) you purchase or you do not receive an e-mail from us with instructions to complete your download, you must contact us within 5 days from the date of your order. If you do not contact us within 5 days from the date of your order, the item(s) you purchased will be considered received, downloaded and delivered to you.

12.  Indemnity

You agree to fully defend and indemnify the Afridext Parties, free and harmless from any and all claims, liabilities, costs and losses (including any reasonable attorney’s fee and disbursement), arising in connection with (i) the posting of Your Services; (ii) the use of Your Services and such Created Work by the buyers pursuant to the terms of this Agreement and the Afridext.com Services Terms of Use; (iii) the use or infringement by You of the Site and Services; (iv) any breach or alleged breach or of any falsity or misrepresentation of any representation and warranty made by You in this Agreement; and/or (v) Your violation of any applicable law and regulation.

13.  Liability and Disclaimer

a.     NO CONSEQUENTIAL LIABILITY: THE SERVICES IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AFRIDEXT PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, PUNITIVE, GENERAL, ACTUAL, INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, ARISING OUT OF THE SERVICES, SUBMISSION, PROMOTION, USE, INABILITY TO USE, OR PAYMENT FOR, YOUR SERVICES, EVEN IF AFRIDEXT OR THE AFRIDEXT PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b.     Afridext is merely providing a creative platform and Services for the buyer and Service Provider to buy and sell Service Provider’s Services. Afridext does not warrant or assume any responsibility for any of the Created Work or services provided by the Service Provider and/or any third party through Afridext Services. The Service Provider shall assume the full responsibility of the Service Provider Services and Created Work. Afridex shall also not be liable / responsible for any loss / damages suffered by You in the event the buyers used the Created Work in a manner that contravenes the Afridext.com Services Terms of Use.

14.  Copyrights and Warranties

a.     Legal Capacity: You warrant that You have the legal capacity to enter and accept this Agreement.

b.     Tax Liability: You warrant that You shall be responsible for any income and all tax declarations as required in Your country of residence. Afridext shall not be held responsible for any tax issues pertaining to Payouts paid out to You.

c.     No IPR Infringement: You warrant that the Service Provider Services that You are uploading / posting onto and to be sold on Afridext’s creative platform and the Created Work that You created for the buyer are absent of any trademarks, service marks and logos and do not infringe the rights of any third party, including any IPR.

d.     No Immoral Service Provider Services and/or Created Work: Your Services and/or the Created Work do not involve any sensitive subject matters such as child abuse or exploitation, invasion of privacy or elements which are pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.

e.     Personal Account: You covenant to use the Afridext account only for Yourself and take all steps to ensure that no one else uses the account, and that any violations thereof and losses, damages arising thereby shall be at Your sole liability / responsibility.

f.      Right: You represent and warrant that You have all unconditional and irrevocable authority, right and/or licenses to provide, sell or resell Your Service on the Site and provide the Created Work to the Buyer.

g.     Creation Expenses: You represent and warrant that other than the Payouts, there are no other fees, expenses, claims or damages payable or which may be payable to You (or any person involved in the creation of the Created Work delivered by You to the respective buyer) (Creation Expenses), as a result of buying or use of the Created Work pursuant to the terms and conditions of this Agreement, and that any entitlement to Creation Expenses however and whenever arising is hereby waived by You unconditionally. You further represent and warrant that all Creation Expenses payable to persons involved in the creation of the Created Work by You to the respective buyer have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, You shall bear full and sole responsibility.

h.     Virus / Malware: You warrant and represent that You will not introduce or transmit to the Site (and Your Services and Created Work do not contain) any material or program of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Site or servers or networks forming part of, or connected to, the Site, or which does or might restrict or inhibit any other user's use and enjoyment of the Site.

i.      True Information: You warrant that all registration information, documents and identification provided by You are true, accurate, up to date and not misleading, and that You shall update such information to the Site / Afridext as changes occur.

j.      IPR Duty: You represent and warrant that Your Services and Created Work do not, in any way and in any territory worldwide, infringe IPR. You agree that You may not offer any of Your Services and Created Work which infringes any IPR and You have the duty and obligation to notify Afridext of any such infringement (or possible infringement) and to take all steps to prevent any infringement of IPR. Afridext reserves the right to remove from the Site any of Your Services which infringe (or which Afridext believes may infringe) any IPR with or without notice or reference to You.

15.  Term and Termination

a.     Term: This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party.

b.     Immediate Termination: Either party may terminate this Agreement effective immediately upon receipt of notification if the other party is in breach of this Agreement through violations pertaining to IPR.

c.     Survival Rights: Termination will not affect any of Your Services already purchased by the buyer through Afridext and the Created Work already delivered to the buyer prior to such termination and use of such Service Provider Services and Created Work will continue in full force and effect according to their terms.

d.     Effect of Termination: Afridext shall delete all digital files (if any) and description page representing Your Services within ninety (90) days after termination or expiration of this Agreement.

e.     Outstanding Payouts due to termination: Afridext may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all Payouts due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of Your Service offered on the Site and also the Created Work delivered to the buyer herein.

16.  Governing Law and Dispute Resolution

This Agreement shall be construed and governed solely and exclusively in accordance with the Laws of the Federal Republic of Nigeria 2004 (LFN 2004), without giving effect to any law that would result in the application of the law of another jurisdiction.In case of a dispute between Afridext and its users or a third party logistics provider, this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than court trials or class actions, and also limits the remedies available to you in the event of a dispute. The Arbitration and Conciliation Act CAP A18 LFN 2004 will govern the arbitration procedure, the place of arbitration shall be Lagos, Nigeria and the language shall be in English.

17.  Language

This Agreement was originally written in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of inconsistency between the English and the translated version, the English version shall prevail.

18.  Entire Agreement

This Agreement constitutes the entire Agreement between You and Afridext regarding its subject matter and supersede any prior agreements with respect to the subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intentions. Failure by Afridext to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

19.  Assignment

You may not assign this Agreement or any terms herein without the prior written consent of Afridext

20.  No Third Party Rights

Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.

21.  Modification

Afridext reserves the right to modify these terms at any time and to notify You by email and/or the Site of the modifications.

22.  Acknowledgment of Acceptance

By clicking the “I Agree” button and posting Your Services, You acknowledge to have read, understood and accept the terms of this Agreement, and had the opportunity to and have sought prior legal advice and agree to abide by and be bound by the terms and conditions as set forth in this Agreement and the Terms of Service.

23.  Contact Information

Headquarters: 22, Alhaji Taiwo Street, Kajola, Agbowo, Ibadan, Nigeria

Phone Number: +234 (0) 805 988 4966, +234 (0) 813 078 5756

Email: support@afridext.com