MAKA Terms of Service

Last Updated: May 19, 2022

Welcome, and thank you for your interest in MAKALIVE ECOMMERCE LIMITED (“MAKA,” “we,” or “us”) and our website at www.makalive.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and MAKA regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT”, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MAKA’S PRIVACY POLICY [https://bit.ly/maka-privacy-policy] (“PRIVACY POLICY”) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND MAKA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MAKA AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF MAKA AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE MARKETING TEXTS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

1. Service Overview. MAKA is a live streaming fashion and beauty marketplace that allows users to offer, sell, and purchase fashion and beauty merchandise and products either directly from sellers or through live streams or branded content produced by the sellers and or influencers who promote the merchandise and products on the Service. The Service may also allow sellers to engage influencers to promote and market merchandise and products.

1. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee: the existence, quality, safety or legality of items advertised or sold on the Service; the truth or accuracy of any content or listings on the Service; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

2. If you are using the Service to offer or sell any merchandise or products, these additional Master Seller Supplement terms [See Below] apply to you.

3. If you are using the Service to share any branded content and or promotional content these additional Branded Content Guidelines [link to terms] apply to you.

2. Eligibility. You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) if you are between 13 and 17 years old, you have your parent or legal guardian’s approval to use the Service and your parent or legal guardian has read and agreed to these Terms on your behalf; (c) you have not previously been suspended or removed from the Service; and (d) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, username, and phone number. If you intend to market and or promote any third-party products through the Service, we may require you to provide us with your social media username. If you intend to offer or sell any products through the Service, we may require you to provide us with your business’s name and website along with the product categories that you intend to sell. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a username and password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].

4. General Payment Terms. Certain features of the Service may require you to pay fees. You will be required to have a valid payment method associated with your account. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in Local Currency and are non-refundable unless otherwise specifically provided for in these Terms. “Local Currency” means Nigerian Naira.

4.1 Purchase Conditions. When buying an item on the Service, you are responsible for reading the full item listing before making a bid or committing to buy. You acknowledge that you are entering into a legally binding contract to purchase an item when you commit to buy an item.

4.2 Authorization. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment method linked to your account on the Service. The processing of payments will be subject to the terms of service and privacy policy of the Payment Processor in addition to these Terms. Currently, we use SEERBIT as our Payment Processor. You can access the Payment Processor’s Terms of Service at https://seerbit.com/merchant-agreement/and Privacy Policy at https://seerbit.com/privacy/. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. You authorize MAKA, through the Payment Processor, to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by MAKA, including all applicable taxes and shipping costs, to the payment method specified in your account. If you pay any fees with a credit card, then MAKA, through the Payment Processor, may seek pre-authorization of your payment card account prior to your purchase to verify that the card is valid and has the necessary funds or credit available to cover your purchase. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account.

4.3 Delinquent Accounts. MAKA may suspend or terminate access to the Service, including fee- based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

5. Return and Refund Policy. If you are unsatisfied with your purchase you may return your purchase to us within 7 days for a full refund. Your product must be unworn and unused and still have the tags attached for refund. To return your items, follow these steps:

(a) repackage your product(s);
(b) email us with your intent to return your purchase at [email protected];
(c) we will email you back a return label;
(d) print out this label and affix to your package;
and (e) drop off at your nearest carrier per the instructions provided

Please allow up 10 business days to process your refund once the returned product is received by us.

6. Access

6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, MAKA grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non- transferable, non-sublicensable, revocable right to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.

6.2 Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

6.3 Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant MAKA an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

7. Ownership; Proprietary Rights. The Service is owned and operated by MAKA. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by MAKA (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of MAKA or its third-party licensors. Except as expressly authorized by MAKA, you may not make use of the Materials. There are no implied licenses in these Terms and MAKA reserves all rights to the Materials not granted expressly in these Terms.

8. Third-Party Terms

8.1 Third-Party Services and Linked Websites. MAKA may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you hereby authorize that MAKA to transfer that information to the applicable third- party service. Third-party services are not under MAKA’s control, and, to the fullest extent permitted by law, MAKA is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under MAKA’s control, and MAKA is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, MAKA will have no control over the information that has been shared.

8.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

9. User Content

9.1 User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

9.2 Limited License Grant to MAKA. By Posting User Content to or via the Service, you grant MAKA a worldwide, non-exclusive, transferable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service unless otherwise agreed to between you and the owner or operator. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from MAKA’s exercise of the license set forth in this Section.

9.3 Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter.

9.4 Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to MAKA. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with MAKA. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant MAKA the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work to the Service.

9.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content, including in all ambient music and underlying musical works embodied in any sound recording. MAKA disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize MAKA and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by MAKA, the Service, and these Terms;

(b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause MAKA to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. MAKA may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against MAKA with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, MAKA does not permit infringing activities on the Service.

9.7 Monitoring Content. MAKA does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that MAKA reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time MAKA chooses to monitor the content, then MAKA still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). MAKA may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

10. Communications

10.1 Text Messaging. You agree that MAKA and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM MAKA, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM MAKA, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

10.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not on the app. You can turn off notifications by visiting your mobile device’s “settings” page.

10.3 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11. Prohibited Conduct.

BY USING THE SERVICE, YOU AGREE NOT TO:

11.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

11.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

11.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

11.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by MAKA;

11.5 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

11.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by:

(i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;
(ii) making any unsolicited offer or advertisement to another user of the Service;

(iii) collecting personal information about another user or third party without consent; or

(iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

11.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

11.8 manipulate the price of any item or interfere with any other user's listings;

11.9 take any action that may undermine the feedback or ratings systems;

11.10 circumvent any technical measures used to provide our Service;

11.11 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or

11.12 attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

12. Intellectual Property Rights Protection

12.1 Respect of Third-Party Rights. MAKA respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

12.2 Notification. If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

MAKALIVE ECOMMERCE LIMITED
Attn: Diana Owusu-Kyereko
3 TIAMIYU SAVAGE
VICTORIA ISLAND
LAGOS

Email: [email protected]

12.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by MAKA with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to MAKA making such disclosures. You should consult with your own lawyer to confirm your obligations to provide a valid notice of claimed infringement.

12.4 Repeat Infringers. MAKA’s policy is to:
(a) remove or disable access to material that MAKA believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. MAKA will terminate the accounts of users that are determined by MAKA to be repeat infringers. MAKA reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

12.5 Counter Notification. If you receive a notification from MAKA that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide MAKA with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to MAKA’s Designated Agent through one of the methods identified in Section 12.2, and include substantially the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Courts in Lagos, Nigeria, and that you will accept service of process from the person who provided notification under Section 12.2 above or an agent of that person.

12.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to MAKA in response to a Notification of Claimed Infringement, then MAKA will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that MAKA will replace the removed User Content or cease disabling access to it in 10 business days, and MAKA will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless MAKA’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on MAKA’s system or network.

12.7 Liability Arising from Claimed Infringement or Counter Notifications. MAKAwill not be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by any representation or misrepresentation or otherwise of any claims in the Claimed Infringement or Counter Notifications, as a result of MAKA relying upon such representation or misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” MAKA reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

13. Modification of Terms. We may, from time to time, change these Terms. We reserve the right to make changes to these Terms at any time by giving notice to users on this page. Please check these Terms periodically for changes. Revisions will be effective immediately. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service.

14. Term, Termination, and Modification of the Service

14.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.

14.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, MAKA may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting us at [email protected].

14.3 Effect of Termination. Upon termination of these Terms: (a) your access rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay MAKA any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections [6.3, 7, 14.3, 15, 16, 17, 18, and 19] will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

14.4 Modification of the Service. MAKA reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. MAKA will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify MAKA, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “MAKA Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. Disclaimers; No Warranties by MAKA

15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MAKA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MAKA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MAKA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MAKA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MAKA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

15.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MAKA does not disclaim any warranty or other right that MAKA is prohibited from disclaiming under applicable law.

16. Limitation of Liability

16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAKA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MAKA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

16.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MAKA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MAKA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR (b)THE NAIRA EQUIVALENT OF US$100 (THE CENTRAL BANK OF NIGERIA OFFICIAL RATE SHALL BE APPLIED AS THE CONVERSION RATE).

16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Dispute Resolution

Generally, You and MAKA agree that every dispute arising in connection with these Terms, the Service, and communications from us will be resolved through the courts in Lagos, Nigeria.

19. Miscellaneous

19.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and MAKA regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.2 Governing Law. These Terms are governed by the laws of the Federal Republic of Nigeria without regard to conflict of law principles. You and MAKA submit to the personal and exclusive jurisdiction of the courts located within Lagos, Nigeria for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in the Federal Republic of Nigeria, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

19.3 Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

19.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

19.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.6 Contact Information. The Service is offered by MAKALIVE ECOMMERCE LIMITED, located at 3 Tiamiyu Savage, Victoria Island. You may contact us by sending correspondence to that address or by emailing us at [email protected].

19.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

19.8 International Use. Many of our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

20. Notice Regarding Apple. This Section 20 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and MAKA only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

MAKA Branded Content Guidelines

By using the Service, you agree to these guidelines and our Terms.

We define branded content as content that is published on the Service that features or is influenced by a business partner for an exchange of value (e.g., where the brand has paid the user to post content). All branded content must include a tag of the business partner.

Prohibited behaviors

You agree that you will not share any content that:

violates any laws, rules, or regulations;
requests compensation in exchange for extreme behavior (e.g., consumption of inedible substances, showing graphic content, consumption of drugs, tobacco, or alcohol, or disrobing or other sexual behavior, etc.);
contains obscene, slanderous, insensitive or offensive language;
consist of degrading or offensive conduct;
includes certain goods, services or brands such as:
- illegal products or services;
- tobacco products, vaporizers, electronic cigarettes, or any other products that simulate smoking;
- drugs and drug-related products, including illegal or recreational drugs; or
- unsafe products and supplements;
includes any death or tragedy;
consist of any objectionable content;
includes any sexual or suggestive activity;
includes any misinformation;
contains any misleading medical information; or
infringes on or violates the intellectual property or other proprietary rights of others.

You acknowledge and agree that we may modify these rules at any time and disable or terminate your account for any violations these guidelines.

Selling on MAKA Terms

The Selling on MAKA Service is a service that allows you to offer certain products directly on the MAKA Marketplace.

These Selling on MAKA Terms are part of the Master Seller Supplement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on MAKA Service. BY REGISTERING FOR OR USING THE SELLING ON MAKA SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE MASTER SELLER SUPPLEMENT, INCLUDING THESE SELLING ON MAKA TERMS.

1. Your Product Listings and Orders.

1.1 Products and Product Information. You will provide accurate and complete Required Product Information for each product or service that you offer through the MAKA Marketplace and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any MAKA Marketplace comply with all applicable laws (including all minimum age, marking and labeling requirements), terms of the Master Seller Supplement, and our policies.

1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on the MAKA Marketplace and conduct merchandising and promote Your Products in accordance with the Master Seller Supplement. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and we may make these ratings and feedback publicly available. We will provide you with the order information and shipping information to each of Your Products ordered through the MAKA Marketplace (“Order Information”). We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so and will remit them to you in accordance with these Selling on MAKA Service Terms.

1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through the MAKA Marketplace that are not fulfilled using Fulfillment by MAKA, you will determine the shipping and handling charges. When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. Please refer to the Fulfillment by MAKA Terms for Your Products that are fulfilled using Fulfillment by MAKA.

1.4 Credit Card Fraud and Unpaid Invoices. You will bear the risk of (a) card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products.

2. Sale and Fulfillment; Refunds and Returns

2.1 Sale and Fulfillment. Other than as described in the Fulfillment by MAKA Service Terms for the MAKA Marketplace for which you decide to register or use the Selling on MAKA Service, you will: (a) source, offer, sell, and fulfill your Seller-Fulfilled Products, and source, offer, and sell your MAKA-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, the Master Seller Supplement, and all terms provided by you or us and displayed on the MAKA Marketplace at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Products, and ship each of Your Products within two (2) business days of the purchase date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to the Master Seller Supplement; (e) fulfill Your Products throughout the Federal Republic of Nigeria (except to the extent prohibited by law or the Master Seller Supplement); (f) provide to us information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by MAKA, the Fulfillment by MAKA Service Terms for the MAKA Marketplace will apply to the storage, fulfillment, and delivery of such MAKA-Fulfilled Products.

2.2 Cancellations, Returns, and Refunds. Subject to the Fulfillment by MAKA Terms, for any of Your Products fulfilled using Fulfillment by MAKA, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with the Master Seller Supplement and MAKA’s refund policies, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through the MAKA Marketplace. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.

3. Problems with Your Products.

3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by our failure to make available to you Order Information as it was received by us. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by MAKA, if any, the Fulfillment by MAKA Service Terms for the MAKA Marketplace will apply to non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.

3.2 Disputes. If we inform you that we have received or initiated a claim or other dispute relating to the offer, sale or fulfillment of Your Products (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (a) will not take recourse against the customer, and (b) are responsible for reimbursing us in accordance with the terms herein for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Selling on MAKA Service Commission Rate that we retained as defined in Section 5 of these Selling on MAKA Terms), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds, to the extent payable by us.

3.3 If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if we resolve the claim directly with the customer and the customer does not waive its right of indemnification, you will reimburse us in accordance with Section 2 of the Master Seller Supplement to the extent of your responsibility (not to exceed the amount paid by us to resolve the claim), including taxes and shipping and handling charges (but excluding any Selling on MAKA Service Commission Rate that we retained as defined below), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds.

4. Compensation.

We will retain: (a) a commission rate as agreed to by the parties (“Selling on MAKA Service Commission Rate”); and (b) any other applicable fees described in the Master Seller Supplement (including any applicable policies). “Total Sales Price” means the amount paid by the buyer, including the item price and any delivery, but excluding taxes and shipping. “Sales Proceeds” means the Total Sales Price less the Selling on MAKA Service Commission Rate and any other applicable fees.

5. Remittance of Sales Proceeds & Refunds.

5.1 Except as otherwise stated in the Master Seller Supplement, we will remit to you your available balance on a bi-weekly basis (or at our option, more or less frequent). For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: (a) the Selling on MAKA Service Commission Rate; (b) any other applicable fees described in the Master Seller Supplement (including any applicable policies); (c) any amounts we require you to maintain in your account balance pursuant to the Master Seller Supplement; and (d) any taxes that we automatically calculate, collect and remit to a tax authority according to applicable law.

5.2 Reserve. We may establish a reserve on your account pursuant to the Master Seller Supplement.

5.3 Refund. In accordance with the Master Seller Supplement, when you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the MAKA Service Commission Rate paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the Refund Administration Fee for each of Your Products refunded. We will remit any amounts to be refunded by us pursuant to this Section from time to time together with the next remittance to be made by us to you. “Refund Administration Fee” means the applicable fee that we charge you to conduct the refund process.

6. MAKA Application, Website and Services. We have the right to determine, the design, content, functionality, availability and appropriateness of our websites, selection, and any product or listing on the MAKA Marketplace, and all aspects of the Service, including your use of the same. We may assign any of these rights or delegate any of its responsibilities.

7. Continuing Guarantees. We require the following continuing guarantees from you: if any of Your Products is a “cosmetic” being offered or sold in the Federal Republic of Nigeria or other product regulated under the applicable law or authority, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) compliant with all requirements of such applicable laws or regulations, at the time of sale, shipment, or delivery, and (ii) provided by you in the original, unbroken packaging.

8. Selling on MAKA Definitions

8.1 "MAKA-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by MAKA Service.

8.2 "Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges).

8.3 "Remittance Calculation Date" means the date that is two (2) business days prior to the date of remittance.

8.4 "Required Product Information" means, with respect to each of Your Products in connection with the MAKA Marketplace, the following: (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Standard Organization Nigeria (SON) and National Agency of Food and Drug Administration and Control (NAFDAC) certification labels (where applicable), and other information as MAKA may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and the estimated or promised shipment and delivery date of Your Product (in each case, in accordance with any categorizations prescribed by us from time to time); (d) categorization within each MAKA product category and browse structure as prescribed by us from time to time; (e) digitized image that accurately depicts only Your Product, complies with all our image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed, or that are necessary for the safe use of Your Product, in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) the state or country Your Product ships from; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

8.5 "Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by MAKA Service.

8.6 "Your Transaction" means any and all such transactions through Selling on MAKA only.

Fulfillment by MAKA Service Terms

Fulfillment by MAKA Program ("Fulfillment by MAKA") provides fulfillment and associated services for Your Products.

These Fulfillment by MAKA Service Terms are part of the Master Seller Supplement, and, unless specifically provided otherwise, concern and apply only to your participation in Fulfillment by MAKA Program. BY REGISTERING FOR OR USING FULFILLMENT BY MAKA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE MASTER SELLER SUPPLEMENT INCLUDING THESE FULFILLMENT BY MAKA SERVICE TERMS. You expressly agree that we may engage a third party in order to complete one or more of the fulfillments and associated services outlined below.

Fulfillment Services

1. Your Products. Once you are accepted, which is solely within our discretion, into Fulfillment by MAKA Program, you must apply to register each product you offer that you wish to include in the Fulfillment by MAKA program. We may refuse registration in Fulfillment by MAKA of any product, including on the basis that such Unit is illegal, unsafe, otherwise prohibited by us, or that it violates our policies (“Fulfillment by MAKA Excluded Product”). You may at any time withdraw registration of any of Your Products from Fulfillment by MAKA.

2. Product and Shipping Information. You will, in accordance with applicable policies, provide accurate and complete information about Your Products registered in Fulfillment by MAKA. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

3. Shipping to MAKA

3.1. Except as otherwise provided in Section 3.4 and Section 5 of these Fulfillment by MAKA Terms, Fulfillment by MAKA is limited to Units that are shipped to and from fulfillment centers located within the Federal Republic of Nigeria, to be delivered to customers in the Federal Republic of Nigeria only. You will ship Units to us in accordance with our policies. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and we will not pay any shipping costs. You (or your designee) are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you (or your designee) at your expense pursuant to Section 7 of these Fulfillment by MAKA Service Terms or re-package or re-label the Unit and charge you an administrative fee.

3.2. You will not deliver to us any Unsuitable Unit; we may reject any shipment of Your Products.

3.3. We may, at our option, allow you to ship Units at your expense (as described in Section 9.2 of these Fulfillment by MAKA Service Terms) to fulfillment centers using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as our confidential information in accordance with Section 8 of the Master Seller Supplement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier to provide us with all shipment tracking information.

3.4. If you ship Units from outside the Federal Republic of Nigeria to fulfillment centers, you will list yourself as the importer/consignee and nominate a customs broker. If we are listed on any import documentation, we reserve the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by us will be collected from Your Bank Account, deducted from amounts payable to you, or by other method at our election.

4. Storage. We will provide storage services as described in these Fulfillment by MAKA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same standard identification number provided by us) owned by us, our affiliates or third parties in the applicable fulfillment center(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will, compensate you in accordance with the terms herein and you (or your designee) will account or indemnify Maka for any taxes that may arise in this instance. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to Section 7 of these Fulfillment by MAKA Service Terms. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under these Fulfillment by MAKA Service Terms. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers, and you will comply with any of these restrictions or limitations.

5. Fulfillment. As part of our fulfillment services, we will ship Units from our inventory of Your Products to the shipping addresses within the Federal Republic of Nigeria included in valid customer orders or submitted by you as part of a Fulfillment Request. We may ship Units together with products purchased from other merchants, including any of our affiliates. We also may ship Units separately that are included in a single Fulfillment Request.

6. Customer Returns

6.1. We will receive and process returns of any MAKA Fulfillment Units that were shipped to addresses within the Federal Republic of Nigeria in accordance with these Fulfillment by MAKA Service Terms, and our policies. Any MAKA Fulfillment Units that are properly returned will be placed back into the inventory of Units. We may fulfill customer orders for MAKA Fulfillment Units with any returned MAKA Fulfillment Units. Except as provided in Section 7 of these Fulfillment by MAKA Service Terms, you will retake title of all Units that are returned by customers.

6.2. Subject to Section 7 of these Fulfillment by MAKA Service Terms, we will, at your direction, either return or dispose of any Unit that is returned to us by a customer and that we determine is an Unsuitable Unit.

7. Returns to You and Disposal

7.1. You may, at any time, request that available Units be returned to you or that we dispose of Units.

7.2. We may with notice return Units to you, including upon termination of these Fulfillment by MAKA Service Terms. Returned Units will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Federal Republic of Nigeria, or (c) we cannot make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.

We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action): (a) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to us, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of the Service with immediate effect pursuant to the Terms and are exposed to liability towards a third party; (b) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in our policies) after we notify you that its removal is required, for instance because your use of Fulfillment by MAKA is suspended or terminated or your seller account is suspended, terminated or closed. In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.

We may dispose of any Unit we are entitled to dispose of (including any Unsuitable Units) in the manner we deem appropriate (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.

7.3. You may, at any time, request that we dispose of Units. In this case, we may dispose of these Units as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Unit will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Unit, and we may retain any proceeds, we may receive from the disposal.

7.4. You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your affiliates incur in connection with any recall or potential recall or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products).

8. Customer Service

8.1. We will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to MAKA Fulfillment Units. We will determine whether a customer will receive a refund, adjustment or replacement for any MAKA Fulfillment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these Fulfillment by MAKA Service Terms and our policies). We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within thirty (30) days after our notification, in addition to your right to request that Units be returned to you.

8.2. In situations relating to MAKA Fulfillment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, at our option, for any MAKA Fulfillment Unit: (a) ship a replacement Unit to the customer and reimburse you in accordance with the terms herein for the replacement Unit, or (b) process a refund to the customer and reimburse you in accordance with the terms herein for the Unit. Any customer refund will be processed in accordance with our terms. Except as expressly provided in this Section, you will be responsible for all costs associated with any replacement or return.

8.3. If we provide a replacement Unit or refund to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to these Fulfillment by MAKA Service Terms, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory. If we do put a Unit back into your inventory, you will reimburse us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Fulfillment by MAKA Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer subject to the terms and conditions of Fulfillment by MAKA Service Terms.

9. Compensation for Fulfillment by MAKA Services

9.1. General. In consideration of the services provided by us, you agree to sell Units on the MAKA Marketplace on a consignment basis and to pay us a commission on those sales in accordance with this Section.

9.2. Inventory. You and MAKA will mutually agree on which Units will be featured on the MAKA Marketplace for sale on a consignment basis, including the quantities to be held by us for consignment. After the parties designate which Units will be sold on a consignment basis, you will promptly ship the Units to us in accordance with the terms herein. We may request that you restock the Units. You will ship us restocks of the Units approximately as we reasonably request. Our restock requests may include requests for alternative styles or sizes, and you will supply those restock requests. We may, at our sole discretion, return unsold Units to you within three months of their first delivery to us, or within such other timelines mutually agreed by the parties.

9.3. Prices. All prices of products shall be stated inclusive of VAT and any other tax applicable to the transaction and in naira being the currency of the Federal Republic of Nigeria

9.4. You shall be solely responsible for setting the price of your products on the marketplace, which may be amended through the vendor portal from time to time, including for the purpose of any seasonal or other discounts.

9.5. The pricing of your products shall comply with all applicable laws, including competition laws in the Federal Republic of Nigeria.

9.6. Commission. We will retain: (a) a commission rate (as agreed to, in writing, by the parties) of Total Fulfillment Sales Price (the “Fulfillment by MAKA Commission Rate”); and (b) any other applicable fees described in the Master Seller Supplement. We will remit the Fulfillment Sales Proceeds to Your Bank Account on a semi-monthly basis in accordance with the Master Seller Supplement. We will only remit the Fulfillment Sales Proceeds for the MAKA Fulfillment Units that are no longer subject to the return policy. In the event that you receive a remittance for Fulfillment Sales Proceeds for any MAKA Fulfillment Unit that is returned, we may (at our election) either (i) require that you repay us any Fulfillment Sales Proceeds for such returned MAKA Fulfillment Unit or (ii) deduct such amount for the returned MAKA Fulfillment Unit from the Fulfillment Sales Proceeds owed to you. “Total Fulfillment Sales Price” means the amount paid by the customer less any shipping charges and taxes for the MAKA Fulfillment Unit. “Fulfillment Sales Proceeds” means the Total Fulfillment Sales Price less the Fulfillment by MAKA Commission Rate and any other applicable fees.

9.7. Shipping. We may offer "Free Shipping" promotions in connection with the Units on the MAKA Marketplace. We may, at our sole discretion, deduct any shipping costs from the Fulfillment Sales Proceeds. If you ship Units to us using the shipping rates that we may make available pursuant to Section 3.3 of the Fulfillment by MAKA Service Terms, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.

9.8. Proceeds. We may as appropriate keep part of or all Fulfillment Sales Proceeds of any Units that we are entitled to dispose of pursuant to these Fulfillment by MAKA Service Terms above, or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and or shipment of these Units.

10. Additional Representations and Warranties. In addition to your representations and warranties in the Master Seller Supplement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these Fulfillment by MAKA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by the applicable Law in the Federal Republic of Nigeria and the United States of America; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Federal Republic of Nigeria, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and (f) that all Your Products (i) can be lawfully exported from the home country, as applicable, without any license or other authorization; and (ii) can be lawfully imported into, and comply with all applicable laws of, another Elected Country.

11. Indemnity. In addition to your obligations under Section 5.1 of the Master Seller Supplement, you also agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us), including any personal injury, death, or property damage; (b) any of your Taxes or the collection, payment, or failure to collect or pay your Taxes; and, if applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority.

12. Release. You, on behalf of yourself and any successors, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge us and each of our affiliates, and any and all of our and their predecessors, successors, and affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Your Products, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use Fulfillment by MAKA, which the Releasing Parties are giving up by agreeing to these Fulfillment by MAKA Service Terms. It is your intention in agreeing to these Fulfillment by MAKA Service Terms that these Fulfillment by MAKA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.

13. Disclaimer. IN ADDITION TO THE DISCLAIMER IN SECTION 15 OF THE TERMS, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.

14. Effect of Termination. Your termination rights are set forth in Section 14 of the Terms. Following any termination of the Master Seller Supplement or these Fulfillment by MAKA Service Terms, we will, as directed by you, return to you or dispose of the Units held with us. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Program Policies) after termination, then we may elect to return and or dispose of the Units in whole or in part, and you agree to such actions. Upon any termination of these Fulfillment by MAKA Service Terms, all rights and obligations of the parties under these Fulfillment by MAKA Service Terms will be extinguished, except that the rights and obligations of the parties under Sections 6, 7, 9, 11, 12, 13, 14 and 15 of these Fulfillment by MAKA Service Terms with respect to Units received or stored by us as of the date of termination will survive the termination.

15. Tax Matters. In addition to your tax obligations under the Master Seller Supplement, you further understand and acknowledge that storing Units at fulfillment centers may create tax nexus for you (or your designee) in any country, state, province, or other localities in which your Units are stored, and you (or your designee) will be solely responsible for any taxes owed as a result of such storage. If your Taxes are assessed against us as a result of performing services for you (or your designee) in connection with the Fulfillment by MAKA Program or otherwise pursuant to these Fulfillment by MAKA Service Terms, you (or your designee) will be responsible for such taxes and you will indemnify and hold us harmless from such taxes.

16. Fulfillment by MAKA Definitions

16.1 "MAKA Fulfillment Unit" means Units fulfilled using Fulfillment by MAKA that are sold through the MAKA Marketplace.

16.2 "Sellable Unit" means a Unit that is not an Unsuitable Unit.

16.3 "Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.

16.4 "Unit" means a unit of Your Product that you deliver to us in connection with the Fulfillment by MAKA Program.

16.5 "Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with us before shipment or do not match the product that was registered; (c) that is an Fulfillment by MAKA Excluded Product or does not comply with the Master Seller Supplement (including applicable service terms and our policies); (d) that we determine is unsellable or unfulfillable; or (e) that we determine is otherwise unsuitable.

Terms of ServiceUpdated a year ago

MAKA Terms of Service

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

MAKA Branded Content Guidelines

Selling on MAKA Terms

Fulfillment by MAKA Service Terms