Ebeosi Seller Policy

Ebeosi Sellers Accounts Terms and Conditions

These Ebeosi Sellers Accounts Terms & Conditions (the "Agreement") are between Ebeosi Ltd (“Ebeosi,” “we,” “us,” or “our”) and the entity registering for a Business Account (“Customer”, “you” or “your”).

PURPOSE OF AGREEMENT

This Agreement governs your access to, use of, and transactions made through Ebeosi Sellers’ platform. “Ebeosi Seller” enables registered business customers to sell products and services to major distributors and wholesalers and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Ebeosi Seller Central, certain services or products that are subject to additional terms and conditions, and if you use such Services or purchase such products, those terms and conditionswill also apply to you. Products made available through Ebeosi Sellers may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Ebeosi Sellers apply to you and your users’ use of and access to Ebeosi Seller. These “Policies” include the Ebeosi Sellers Acceptable Use Policy, the Ebeosi Seller Pricing Policy, the Ebeosi Sellers Sanctions and Export Policy, and the Ebeosi.com.ng Privacy Notice. This Agreement incorporates by reference the Feature Terms and the Policies.

ELIGIBILITY ACCOUNT SECURITY

By creating a Sellers Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (Federal, State, Local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations). Individual consumers should use Ebeosi.com.ng. Upon completion of your registration, a “Sellers Account” will be created for your organization. You may authorize others to create a “User Account” associated with your Sellers Account. You are responsible for all activities that occur under your Sellers Account and any associated User Accounts and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Sellers Account and User Accounts; if you believe an unauthorized person has access to your password, Sellers Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES

Your purchases are subject to Ebeosi’s Shipping and Returns Policies. All purchases of physical items from Ebeosi are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Sellers Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Ebeosi does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Ebeosi does not take title to the refunded item. To Sell through Ebeosi Sellers, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any Commission, we may charge any other valid payment method associated with your Sellers Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

DISCLAIMER

UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY EBEOSI ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EBEOSI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, EBEOSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

INDEMNIFICATION

You will defend, indemnify, and hold harmless Ebeosi and its affiliates, and their respective Directors, Officers, Employees, Representatives, Contractors, and Agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (c) any dispute between you and your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EBEOSI BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR SALE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF EBEOSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, EBEOSI'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY

Customer Information: We require you to provide information about you and your Users to access and use Ebeosi Sellers Central, and you may need to provide supplemental information to use or sell some Ebeosi seller's products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization’s name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Ebeosi Sellers or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you Sell through your Sellers Account with any third-party software partners who provide such products or services. For example, for certain transactions, Ebeosi Sellers Central may share your organization’s name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

Privacy: Except as disclosed in this Agreement, our use of your information is governed by the terms of the Ebeosi.com.ng Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. Please note that all information about Users and User Accounts associated with a Business Account may be shared with your organization.

Confidentiality: In connection with your use of Ebeosi Sellers, we may share with you information that is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Ebeosi Sellers. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

Governing Law: The laws of Abia State of Nigeria, without reference to conflict of law rules, as well as the Federal Arbitration Act and Federal Arbitration Law, govern this Agreement and any dispute that might arise between you and us that pertains to Ebeosi Sellers or this Agreement. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

Disputes: Any dispute or claim relating in any way to Ebeosi Sellers or this Agreement will be resolved by binding Arbitration. To begin an Arbitration proceeding, you must send a letter requesting Arbitration and describing your claim to our Legal Partners, Maple Partnership, 27/29 Odunlami Street, Lagos Island, Lagos State. The arbitration will be conducted by the Nigerian Arbitration Association. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason, a claim proceeds in court rather than in arbitration, both parties agree to waive any rights to a jury trial. Both parties agree that either party may bring a suit in court to enjoin infringement or other misuses of intellectual property rights.

Public Sector Entities: If you are a public sector entity and precluded by law from agreeing to any of the provisions of Section 8 as set forth above, then any disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

THIRD-PARTY OFFERINGS

Parties other than Ebeosi distribute and sell their products through the Ebeosi Sellers platform. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you use any of the products or services offered by these businesses or individuals, you are subjected directly to those third parties, not to Ebeosi. We are not responsible for examining or evaluating, and we do not warrantthe offerings of any of these businesses or individuals (including the content of their sites). Ebeosi does not assume any responsibility or liability for the actions, products, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

MODIFICATIONS

We may, at any time and at our discretion, change the Agreement by posting such a change on Ebeosi Sellers Central or by notifying your account Administrators. YOUR CONTINUED USE OF EBEOSI SELLERS ACCOUNT AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY CANCEL YOUR SELLERS ACCOUNT OR REFRAIN FROM USING THE EBEOSI SELLERS SERVICES IMPLICATED BY SUCH CHANGES.

ENTIRE AGREEMENT

The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or another document, including informational forms we complete, sign or otherwise provide to you for your convenience.

TERM AND TERMINATION

This Agreement takes effect when you create a Sellers Account and continues in effect until either party terminates it. We may terminate the Agreement by providing notice to your Administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Ebeosi Sellers services; and/or cancel orders. Ebeosi may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may terminate the Agreement by giving us notice and closing your Sellers Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and confidentiality requirements.

COPYRIGHTS, TRADEMARKS AND PATENTS

Use of Ebeosi Sellers Central does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Ebeosi.

LICENSE; AND SOFTWARE

The following Ebeosi Software Terms and License apply to your access and use of Ebeosi Sellers and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Ebeosi Sellers. Subject to your compliance with the Agreement and your payment of any applicable fees, Ebeosi or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Ebeosi Sellers Central. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Ebeosi Sellers, nor may you download or copy Ebeosi Sellers information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another manufacturer or merchant.

Use of the Ebeosi Software

You may use Ebeosi Software, website or web app solely for purposes of enabling you to use Ebeosi Sellers, as permitted by the Agreement. You may not incorporate any portion of the Ebeosi Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Ebeosi Software in whole or in part (including any features of Ebeosi Sellers). All software used in Ebeosi Sellers is the property of Ebeosi or its software suppliers and is protected by U.S. and international copyright laws. You may not make any derivative use of Ebeosi Sellers without the express written consent of Ebeosi.

Use of Third-Party Services: When you use the Ebeosi Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.

No Reverse Engineering: You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Ebeosi Software, whether in whole or in part.

Updates: We may offer automatic or manual updates to the Ebeosi Software at any time and without notice to you. For Government End Users,if you are a Nigerian Government end-user, we are licensing the Ebeosi Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Ebeosi Software are the same as the rights we grant to all others under this Agreement.

Reserved Rights, Termination: All rights not expressly granted to you in the Agreement are reserved and retained by Ebeosi or its licensors, suppliers, publishers, rightsholders, or other content providers. The licenses granted by Ebeosi terminate if you do not comply with the Agreement.

Conflicts: In the event of any conflict between the Agreement and any other Ebeosi or third-party terms applicable to any portion of Ebeosi Software or website, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Ebeosi Software and to the extent of the conflict.

MISCELLANEOUS

Suggestions: If you make any suggestions about Ebeosi Sellers or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

Assignment: Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent. Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

Severability: If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

Waiver: Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

Conflicts: In the event of any conflict between the Agreement and the Policies, the Agreement will prevail. In the event of any conflict between the Agreement and the Feature Terms, the applicable Feature Terms will control.