Terms & Conditions: Buyer, Vendor, and Affiliate Agreement

Welcome to Earnac! Earnac provides a premium online marketplace for hosting, advertising, marketing, and sales of high-quality digital products. Earnac ensures that only high-quality products are available for sale on its marketplace.

This document constitutes a legal agreement between you and Earnac.

This agreement outlines the terms of your participation as a buyer, registered vendor, or affiliate in the Earnac marketplace.

Before activating your account, please review the Earnac agreement ("agreement"). By registering as a vendor or affiliate on the Earnac marketplace and clicking "agree," you are consenting to abide by all the terms outlined in this agreement. If you do not agree to any of these terms, you are not permitted to register or become a vendor/affiliate on the Earnac marketplace. Additionally, you may not purchase any product from the Earnac marketplace, provide any products for sale via the Earnac marketplace, or earn commissions for promoting products in the marketplace.

Earnac reserves the right to amend this agreement at any time by posting a revised version on our website. You agree that the revised version will be effective immediately upon posting. In the event of substantial changes, Earnac will provide notice on our website at least thirty (30) days prior to implementing the changes.

1. Buyer Benefits:

Marketplace Access: As a buyer, you will enjoy the convenience of using Earnac's high-quality product marketplace. Your purchases are covered by Earnac's 30-Day money-back guarantee. However, the availability of this refund guarantee depends on the specific settings chosen by the product vendor. If a particular product is not covered by the money-back guarantee, Earnac will notify potential buyers by displaying a message on the product's sales/order page.

Vendor/Affiliate Benefits:

Marketplace Access: As a vendor/affiliate, you will have access to Earnac's comprehensive marketing, hosting, advertising, sales, and tracking services. You can experience the unparalleled advantages and convenience offered by our marketplace for yourself, your affiliates, and your customers.

Services: Earnac may provide additional services ("services"), as outlined herein and on the Earnac website or vendor web pages (collectively, the "site"). Some services may be optional and/or require additional payment. These services may include advertisement services, enhanced marketing services, enhanced product placement, and more. Earnac reserves the right to add, delete, change, suspend, or discontinue providing the marketplace, services, and/or site at any time, and may impose limits on certain features without notice or liability.

Other Benefits: Earnac may offer various other benefits, such as the opportunity to attend live events, conferences, seminars, technical workshops, and other events (including online or on-air broadcasts or recordings thereof) ("Earnac events"). These events may be free or require paid admission and may be open to the public or restricted to vendors/affiliates. Earnac will strive to provide discounted admissions, special sessions, speaking opportunities, or other options to vendors/affiliates. Some features, benefits, and services may be free, while others may require an additional fee, and Earnac reserves the right to offer, remove, or modify them at any time.

2. Utilizing Earnac

You understand and agree that Earnac and the Earnac marketplace are private communities, and Earnac reserves the right to provide service or refuse service to any buyer or user, or to accept or reject vendors/affiliates on any basis, in its sole discretion.

Becoming a User/Buyer : Anyone may generally purchase products from Earnac subject to these terms and conditions. Valid email addresses and phone numbers will be required for purchases. Earnac reserves the right to refuse service to any person who, in Earnac’s sole judgment, seeks refunds without justification or with a high frequency (“serial refunders”). Buyers who repeatedly or consistently seek refunds on many products purchased, particularly where those products have been reviewed and received good ratings, may be deemed serial refunders and refused further service. Any refunds outstanding will be provided, and thereafter, service will be refused to the account holder. In addition, Earnac provides a simple means of requesting refunds within the allowed money-back window for the purchased product. If a buyer refuses to follow Earnac’s approved procedures and the agreed-upon refund period for refunds, Earnac reserves the right to ban the buyer for life from future use of Earnac or the Earnac marketplace as a buyer, vendor, or affiliate, and such non-compliance shall be treated as a waiver. In the case where a particular product is not covered by a Money-back guarantee, Earnac will notify the potential buyer by putting a message on the sales/order page of the product.

Becoming a Vendor/Affiliate : You understand that Earnac and the Earnac marketplace are private communities, and Earnac reserves the right to accept or reject vendors or affiliates on any basis, in its sole discretion.

To be eligible to become a vendor or affiliate on the Earnac marketplace, you must complete an application to register and registration for Vendor is FREE. We will require you to provide us with details sufficient for Earnac to determine if you qualify to be a vendor/affiliate and if you are acceptable. To qualify, you must be at least 18 years old, and you must provide your real name and current/accurate and verifiable contact information. You must not have been banned or refused service from Earnac previously or Earnac reserves the right to reject your application.

You understand and agree to provide only truthful information and to keep such information current at all times. If the information you provide to Earnac is inaccurate, it may result in delays in processing your application, and could result in Earnac not being able to pay you. If the information you provide is not truthful or cannot be verified, your application will be rejected. Earnac has the right to refuse and/or cancel any new application or existing account for any reason in its sole discretion and for no reason. Where it is discovered that misleading or inaccurate information is provided, in addition to what this clause already provided, Earnac shall not be liable for any action of the Vendor/affiliate and reserves the right to seek appropriate legal redress.

Getting approved as an affiliate: Prior to being able to earn a commission on any particular product, you must agree to these terms and conditions plus (in some cases), you must be accepted by the vendor before you can promote the product or earn any commission from your promotions so, basically, you must fill out your Earnac application and profile form with truthful and complete information and also pay the required registration fee to sign up as a vendor or affiliate on Earnac, and Earnac has the right to refuse and/or cancel any member account in its sole discretion. Any misinformation or inaccurate information shall be sufficient reason to deny you of any commission earned.

3. Vendors: Selling your products: 

As a vendor with Earnac, you have the opportunity to submit one or more products for sale ("products") via the Earnac marketplace. These products may encompass various forms of digital content (written, audio, video, etc.) ("Content") suitable for digital delivery. Earnac serves as a reseller for vendors' products, meaning buyers technically purchase from Earnac and not directly from the vendor. However, vendors retain all rights and liabilities to their products except as outlined herein.

It's important to note that Earnac will review submitted products or content for completeness, accuracy, quality, marketability, etc. Therefore, it's the vendor's responsibility to ensure products have complete, accurate, and high-quality content consistent with the advertised sales page. Earnac reserves the right to reject any product(s) for any reason or no reason at any time in its sole discretion. Additionally, vendors should strive for product quality as each product will be subject to reviews and/or ratings from purchasers, prominently displayed to potential buyers.

Allowed products include those that are not pornographic or offensive, do not pertain to illegal activities (such as pyramid schemes or multi-level marketing), and do not violate copyrights, trademarks, trade secrets, or other rights. Earnac reserves the right to remove any prohibited products, content, or material from the marketplace without notice or compensation. Vendors must ensure their products are original, not based solely on private label rights (PLR) material. Vendors must hold all required rights, including copyrights, for all content in their products.

Regarding pricing, vendors have the authority to set the price ("sales price") of their products within Earnac's established minimum and/or maximum price limits. 

Vendors agree not to offer the same product listed on Earnac's marketplace for a different price elsewhere, including their own websites. If a vendor adjusts the price of a product listed on Earnac's marketplace on their website, they must inform Earnac to update the price accordingly.

Earnac reserves the right to suspend a vendor's product if there are discrepancies in the listed price on the vendor's website compared to Earnac's marketplace. Earnac may terminate vendors who repeatedly violate this provision, and vendors are solely responsible for any resulting liability.

Vendors must ensure their products are original and hold all required copyrights. Products must not relate to prohibited niches such as pornography, gambling, or pyramid schemes.

Vendors warrant and represent that they have the right and authority to enter into this agreement, their obligations are legally binding, there are no pending proceedings affecting their ability to perform, they have all necessary permissions and approvals to conduct business, they comply with all applicable requirements, including intellectual property rights, and they will provide required documents to Earnac promptly upon request.

The vendor holds complete responsibility and liability for the product, including its sale and delivery to the customer, without raising any claims on Earnac in this regard.

Vendors agree not to upload any text, images, or graphics on the online store that are vulgar, inaccurate, misleading, or against public policy.

Vendors indemnify and hold Earnac, its directors, officers, employees, representatives, and agents harmless against all losses, damages, claims, suits, and legal proceedings arising from any infringement of intellectual property rights or other rights, product quality issues, breach of warranties, representations, or obligations under the agreement, or any violations of applicable laws.

Earnac agrees to indemnify the vendor for all claims, losses, and expenses arising from any breach or default in performing its obligations under the agreement.

These indemnity provisions survive the termination or expiration of the agreement.

Earnac is not liable for any loss, injury, or damage arising from transactions under the agreement or defective products, and vendors are solely liable for any claims or damages related to products offered for sale through Earnac's online store.

Earnac shall not be liable for any claims or damages arising from negligence, misconduct, or misrepresentation by the vendor or its representatives.

Vendors acknowledge that they own the product and Earnac acts as a facilitator for its sale; thus, Earnac is not responsible for the product's design, function, condition, manufacturing, financial obligations, warranties, guarantees, etc.

4. Affiliates promoting products for a commission

Affiliates in the Earnac marketplace have the opportunity to promote digital products and earn commissions.

Affiliates are responsible for evaluating and selecting vendors and products to market or advertise.

Earnac is not responsible for the contents, accuracy, quality, usefulness, or any other aspects of the products or any supplementary products promoted by affiliates.

You acknowledge that you are solely responsible for any expenses related to marketing, advertising, or mailing, including the development of marketing materials, regardless of the outcome of your marketing efforts. Earnac does not offer legal advice or review your advertisements, and you are solely liable for the content of your marketing and advertising efforts and any resulting liability.

You agree to use only respectful promotion practices and not to use marketing or advertising materials containing illegal content, defamatory statements, or false or misleading claims about products. Your advertisements and promotions must accurately represent the products without exaggeration or false claims.

In connection with products in the Earnac marketplace, you agree not to use illegal marketing or advertising methods such as unsolicited emails or SMS, false or misleading advertisements, or any claims about earnings or product aspects that violate laws or regulations.

You understand and agree that your marketing and advertising efforts should not imply that you are representing or endorsed by Earnac in any way, nor should you claim ownership of the product. Your marketing and advertising should not use Earnac content unless expressly permitted.

You agree not to personalize the vendor of the product you are promoting or mislead people by using the vendor's name as your own. Any such actions may result in Earnac terminating your affiliate account and seizing any commissions without warning.

You agree not to promote pornographic products, pyramid schemes, multi-level marketing, or direct marketing to children under 18. You also agree not to imply any guarantee or warranty about the product beyond what is provided through the Earnac marketplace.

Earnac will make reasonable efforts to track purchases accurately for affiliate commissions using tracking codes, cookies, or similar technological means. You agree not to use any deceptive methods to alter Earnac visitor cookies to obtain commissions for unauthorized sales.

Earnac reserves the right to determine the recipients of affiliate commissions for each sale and may terminate affiliates who manipulate purchase or commission tracking.

Vendors and Earnac can block affiliates with a history of refunded transactions or low-quality traffic. Some products may require an advance application for affiliate promotion.

Affiliates are responsible for selecting products to promote from the marketplace. While Earnac strives for top-notch products, no guarantee is provided.

5. Amount of commission to be paid on product sales

Affiliates earn a commission based on the sales price of products they market, set by the vendor between 25% to 95%. Earnac deducts fees from gross sales, and the remaining balance is paid to the vendor.

6. Secure vendor/affiliate access and communication

Upon registration, vendors and affiliates receive login credentials for accessing resources. Sharing login information is prohibited. It's the user's responsibility to maintain confidentiality and update contact information.

Inactive accounts may be suspended until valid contact information is provided. Users can update their information through the dashboard.

7. Sales pages and promotional material

Content of sales pages: The vendor is responsible for the content of the product sales page ("sales page"). As a vendor, you agree to provide all content to Earnac in the permitted or required format(s) as determined by Earnac and/or to upload such content in the permitted or required format(s) in your vendor dashboard. Vendors have no direct access or rights to alter any sales page.

Hosting: You understand and agree that the sales page promoting the content and/or products on the marketplace will be hosted by Earnac on Earnac's servers.

Earnac will make the sales pages in the marketplace available on the internet and shall use commercially reasonable efforts to maintain the availability (i.e., uptime) of such sales pages for the consuming public. However, no guarantees of uptime are made. Earnac does not own or control the internet and shall have no responsibility or liability for any times the marketplace or specific sale pages are not accessible (i.e., "downtime"), even if your marketing and/or advertising efforts, product sales, or commissions are disrupted as a result of such downtime, and even if the downtime is a result of Earnac's error or negligence.

Claims on sales pages or promotions: Earnac strictly prohibits any false or misleading claims in products, sales pages, or in advertisements, including your sales copy or other marketing or advertising materials related to products on the Earnac marketplace, including any affiliate advertising materials.

You may not and agree not to: Make any unsupported, misleading, or false claim about any content or product, or results that it can produce.

Include any false or misleading testimonial, endorsement, or implied endorsement. As a vendor, fail to disclose material connections between your endorsers of your product; or as an affiliate, fail to disclose material connections between any endorser of a product you are promoting and the product provider. You must also disclose if any reviewer or endorser of your product was compensated.

Fail to include any disclaimer or statement(s) needed to qualify your claims or to keep your advertising from being false or misleading. Make any suggestions or unsupported claims as to amounts of income or earnings that are typical or that a purchaser will likely make, or should expect.

8. Signup fees, payouts, and refunds, and product refund policy

As a vendor, you agree that once placed in the Earnac marketplace, sales of your product will be subject to a 30-day money-back guarantee from Earnac. Notwithstanding the foregoing, nothing in this agreement is intended to prevent or coerce a vendor from standing behind its own product or issuing its own separate independent resolution with a product purchaser outside of Earnac.

Consistent with Earnac’s guarantee, purchasers are entitled to a 30-day refund period or depending on the product vendor’s desired configuration for that particular product.

Buyers, affiliates, and vendors with a high refund history may be banned from purchasing, selling, or promoting products again from the marketplace.

Earnac may occasionally and at its sole discretion, decide to grant a refund beyond the product money-back guarantee period.

Payment processing and signup fees: To facilitate the marketplace, Earnac will connect with other third-party companies (including banks) to process all payments for all product purchases made through the Earnac marketplace. Thus, you expressly grant permission to Earnac to sell your products and to process payments received from the sale of your product(s) in the marketplace and agree to pay the assigned transaction or processing fees ("Earnac fees") in exchange for the services provided by Earnac.

For Affiliate: All affiliates are required to register on Earnac with a yearly, non-refundable fee of $10 (N10,000) for affiliate maintenance, paid to Earnac. Earnac reserves the right to debit each affiliate of this sum once a year.

For vendors: To become a vendor on Earnac is TOTALLY FREE. Additionally, Earnac will charge a commission of 2% per sale on all vendor products. These Earnac fees can be changed at any time, and vendors and affiliates will be notified.

Payments to vendors/affiliates: Affiliates will be paid their commissions once a week (Sunday), and vendors will be paid every week whenever they request for payout. Affiliates must have a minimum of $20 (N20,000) in their Earnac balance to qualify for a weekly payment.

Fraud investigation reserve period: If Earnac becomes aware of actual or suspected fraud in connection with any purchase related to your account, it reserves the right to require a fraud investigation. If such an investigation is required, any and all earnings/commissions earned on any basis may be temporarily held pending the investigation, whether or not connected to the actual or suspected fraud. Earnac will use commercially reasonable efforts to have the fewest potential earnings/commissions held, based on its review of its risk. Such fraud may be in connection with debit cards, traffic, tracking, or some other basis.

If a fraud investigation is initiated, the vendor/affiliate may be asked to provide additional information. You agree to cooperate with any such fraud investigation in a reasonable manner. You will be informed of the results of the investigation, and a full accounting will be provided regarding your account and any earnings/commissions due.

Any vendor/affiliate associated with actual or suspected fraudulent activity in one or more creditable or commission-earning sales should not assume that Earnac suspects them of fraud. Stolen or fake debit cards and other scams are prevalent on the internet, and such activity may have nothing to do with the vendor/affiliate. Nonetheless, you understand and agree that you cannot be paid for a creditable or commission-earning sale if Earnac will not be paid. Earnac will comply with all legal requirements and report all such activities to appropriate authorities. If a vendor/affiliate is believed to be directly or indirectly involved in fraudulent activity or attempted fraudulent activity related to the Earnac marketplace, Earnac will pursue all available legal action against the vendor/affiliate. In such circumstances, you agree to forfeit any balance in your account, and Earnac may use any funds to defray its investigation and subsequent action costs, including legal fees and costs.

Affiliate signup and maintenance fee: $10  (N10,000) /year

Vendor signup and maintenance fee: FREE

Plus, Earnac will charge a commission of 2% per sale on all vendor products.

If any unusual activity is detected on your account or if security filters are triggered, the reserve period may be increased while an administrator reviews the account's recent activity.

9. Relationship with Earnac 

By becoming a vendor/affiliate, you understand and agree that no legal partnership, joint venture, or agency relationship is created between you and Earnac. Neither you nor Earnac is a partner, joint venturer, or agent, and has no authority to obligate or bind the other. You may not represent otherwise. As a vendor, you understand that you are allowing Earnac to sell the product(s)/content you place in the marketplace. Earnac is a licensee or at most a distributor of your product(s)/content.

10. Intellectual property

Copyright and other intellectual property laws protect the Earnac marketplace, website, and content ("Earnac content") thereon. Earnac retains all right, title, and interest in and to the Earnac content, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Earnac intellectual property, including technology related to the Earnac marketplace and services. Any and all technology and any content created or derived from any of the foregoing is the exclusive property of Earnac.

You agree to abide by and maintain all notices, license information, and restrictions contained herein. Unless expressly permitted herein or otherwise permitted in a separate agreement with Earnac, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the foregoing, in whole or in part.

"Earnac", "Earnac marketplace", and all logos related to the Earnac services. Therefore, you may not copy, imitate or use them without Earnac's prior written consent. All page designs, headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Earnac. You may not copy, imitate, or use them without our prior written consent.

Earnac may provide HTML logos, ads, and other affiliate content or tools or affiliate programs (collectively "marketing materials") for your use without prior written consent for the purpose of directing web traffic to the Earnac marketplace or services, or to specific product sales pages.

You may not alter, modify, or change these marketing materials in any way, or use them in a manner disparaging to Earnac or the marketplace. You may not display them or use them in a way that implies any sponsorship or endorsement from or by Earnac.

You may not decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the Earnac marketplace, content, or services. You agree not to use your status as a vendor/affiliate or your access to Earnac systems, marketplace, content, or services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, or technological protection measures, or to engage in any illegal activity, or to enable others to do so. You agree to use the Earnac marketplace, content, or services only for authorized purposes and not to exploit them in any unauthorized way, including trespassing or overburdening network capacity.

So basically, Earnac owns all its copyrights and trademarks, so don't use or abuse our brand or technology without our written consent.

11. Confidentiality and Non-Disclosure 

Any details or information about Earnac, the Earnac marketplace, or the services disclosed by Earnac to you in connection with the marketplace or services or your role as a vendor/affiliate will be considered and referred to as "Earnac confidential information." Earnac confidential information will not include information generally and legitimately available to the public, information generally made available by Earnac, information independently developed by you without the use of any Earnac confidential information, or information rightfully obtained from a third party.

Unless otherwise expressly agreed or permitted in writing by Earnac, you agree not to disclose, publish, or disseminate any Earnac confidential information to anyone other than your employees and contractors working for the same entity as you, and then only to the extent reasonably required, provided that this agreement does not prohibit such disclosure.

If you are required by law, regulation, or a valid binding court order to disclose Earnac confidential information, you may make such disclosure only after providing ample notice to Earnac.

So basically, any communication between Earnac and the end user is confidential and should not be disclosed.

12. Additions

Earnac reserves the right to modify this agreement, including with new terms, rules, policies, and conditions ("additional terms") at its discretion. Your continued status as a vendor/affiliate and use of the Earnac marketplace or service will indicate your acceptance of any additional terms.

13. Representations and Warranties

You represent and warrant that:

a. You have read this agreement in its entirety and will abide by its terms;

b. You will not, and/or your product(s), sales page(s), and/or marketing or advertising do not and will not, directly or indirectly:

(i) Violate any applicable laws, regulations, rules, or guidelines, including those of any Nigerian regulatory body or any industry standards of the Nigerian government.

(ii) Disrupt, attack, interfere with, or cause delay or damage to the Earnac marketplace or services or any data contained therein;

(iii) Attempt to gain unauthorized access to the Earnac site, content, or services, or to any other vendor/affiliate account or dashboard; or any data contained therein;

(iv) Attempt to:

(a) Withdraw funds from Earnac to which you are not entitled,

(b) Divert another's earnings/commissions to your Earnac account

(c) Have a credit card transaction used in the Earnac marketplace without proper vendorization of the cardholder, or

(d) Engage in fraud in connection with the Earnac marketplace;

(v) Mirror, duplicate, iframe, or otherwise copy any product(s), sales page(s), Earnac content, or portion thereof, or any part of the Earnac services; or make public any nonpublic portion thereof;

(vi) Reverse engineer the Earnac services, or attempt to derive its source materials;

(vii) Infringe any rights in any jurisdiction;

(viii) Violate the right of privacy or publicity, or the moral rights of any person;

(ix) Contain any defamatory, obscene, indecent, or otherwise unlawful material, or otherwise contravene any person’s rights.

14. Indemnification

You agree to indemnify, defend, and hold harmless Earnac, its related parties and affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, suits, losses, damages, costs, fees, and expenses resulting from or arising, directly or indirectly, out of your negligence, willful misconduct, breach of any provision or representation or warranty of this agreement, or any violation of any law or regulation in connection therewith. Such actions include regulatory enforcement actions. Upon receiving notice of a claim or action for which Earnac is entitled to indemnification under this section, Earnac shall:

Promptly notify you in writing of the claim or action against which indemnification is sought under this section;

Provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense (provided Earnac shall have the right to be represented separately by counsel of its own choosing at its own expense);

Cooperate with you (at your reasonable expense) in the investigation and defense of such claim or action;

Not settle or compromise such action or claim without your prior written consent.

Notwithstanding the foregoing, you may not agree to any settlement that involves an admission or finding of liability or wrongdoing by Earnac or imposes any duty or obligation on Earnac.

15. Term and termination

Earnac may terminate or suspend you as a vendor/affiliate at any time in its sole discretion. If Earnac terminates you as a vendor/affiliate, Earnac reserves the right to deny any future application to participate as a vendor/affiliate at any time. Common reasons for terminating your account might be, but not limited to, receiving spam complaints, misconduct, violating these terms and conditions, a high refund and/or chargeback ratios, receiving multiple low ratings and/or poor reviews, etc.

You may terminate your status as a vendor/affiliate at any time, for any reason, by notifying Earnac in writing of your intent to do so. Upon any termination or suspension, all rights granted to you hereunder will cease, including your right to access the Earnac dashboard, to create or submit new products to the marketplace, and to earn commissions. Any earnings or commissions in connection with sales completed as of the time of your termination will be credited to your bank account. No further sales of your product(s) will be processed, however, your sales page(s) for any product(s) will be left accessible, including any purchaser reviews and ratings and any history as defined herein.

Upon termination, you agree to destroy any and all Earnac confidential information that is in your possession or control and to provide certification of such destruction to Earnac upon request. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.

16. No warranties are made

Earnac and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors (collectively, “Earnac” for purposes herein) make no promises that the Earnac marketplace, services, or content (including any functionality or features thereof), or any other information or materials that you receive as a vendor/affiliate (collectively, the “Earnac services” for purposes of this section) will be accurate, reliable, timely, secure, error-free, or uninterrupted, or that any defects will be corrected. The Earnac services are provided on an “as-is” and “as-available” basis, and the services are subject to change without notice. Earnac does not guarantee any results or that it will identify or correct problems or defects as part of the services, even if it knows of such problems or defects. Earnac expressly disclaims any liability related thereto. Earnac disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose related hereto. Earnac disclaims any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use of the Earnac services. You assume total responsibility and all risks for your use of the Earnac services, including, but not limited to, any information obtained thereon.

Your sole remedy against Earnac for dissatisfaction with the Earnac services is to stop using the services. This limitation of relief is a part of the bargain between the Parties.

17. Disclaimer of liability

To the extent not prohibited by law, under no circumstances shall Earnac be liable with respect to the Earnac services for special, indirect, incidental, or consequential damages, including without limitation, damages resulting from failure to deliver or delay of delivery of services, or failure of the Earnac marketplace, or from loss of profits, sales, data, business, opportunity, or goodwill, on any theory of liability, whether arising under tort (including negligence), contract, or otherwise, whether or not Earnac has been advised of or is aware of the possibility of such damages. If, notwithstanding any other provisions of this agreement, Earnac is found to be liable to you for any damage or loss that arises out of or is in any way connected to your use of the services, Earnac’s entire liability for direct damages under this agreement shall be limited to ten thousand naira only (N10,000 only).

18. Waiver

If any provision of this agreement is found to be unenforceable or invalid, to the extent permissible under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable.

Arbitration: Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.

The arbitration shall be conducted in Lagos in accordance with the Arbitration and Conciliation Act LFN 2004 or any modification or re-enactment for the time being in force.

The language of arbitration shall be English. The arbitration shall be held at Lagos, Nigeria.

The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

Jurisdiction and Governing law: The obligations, performance, interpretation, and contents shall be governed by Nigerian law.

Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax, or courier in each case to the addresses set out on the website of Earnac in the case of Earnac and addressees submitted by vendors/affiliates where the notice to vendors/affiliates.

Entire Agreement: This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements, and understandings (whether written or oral) between the Parties with respect to its subject matter.

Assignment: Neither this Agreement nor any part of it is assignable, transferable, sublicensable, subcontractable, or conveyable by Vendor/Affiliate, either by operation of law or otherwise, without the express, prior, written consent of Earnac signed by an authorized representative of such Party.

Confidentiality: Vendor/Affiliate agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated, or made available to Vendor/Affiliate under this Agreement.

The said information shall not be used by the Vendor/Affiliate for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor/Affiliate agrees that Earnac shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining the breach of this Agreement and/or disclosure of the Confidential Information. Earnac shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

Relationship of Parties: Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. Earnac shall not be responsible for the acts or omissions of the Vendor/Affiliate, and Vendor/Affiliate shall not represent neither has any power or authority to speak for, represent, bind or assume any obligation on behalf of Earnac.

Waiver and Amendment: No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

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