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Affiliate Contract

Afrihood Affiliate Program Agreement

PLEASE READ THE ENTIRE AGREEMENT.

THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND AFRIHOOD

BY SUBMITTING THE ONLINE APPLICATION AND ELECTRONICALLY SIGNING THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITION STATED HEREIN.

1. INTRODUCTION

1.1 The Afrihood Affiliate Program hereinafter referred to as “Program” is a brainchild of Afrihood Development Company Ltd.

1.2 To participate in this program, you shall apply to become an Affiliate by filling the form on the website and accepting the general terms and condition of the website, make payment with reference to the Affiliate Level desired, and sign this Agreement (The Afrihood Affiliate Program Agreement), Which Agreement will be considered and vetted for approval by Afrihood, who in its own discretion may accept you as an Affiliate, subject to the terms & conditions of this Agreement.

1.3 You will be entitled to commission and back-end incentive which will be communicated by Afrihood on its website

1.4 Afrihood reserves the right to review the targets applicable for each level and the commission from time to time.

1.5 As earlier stated, there are 3 levels of Membership and as such to progress from one level to the other, after the expiration of the one-year term, Members can make payment for the next level.

2. DEFINITIONS

Certain terms in this Agreement have special definitions, which either appear below or are defined in the body of the Agreement itself.

2.1 “Agreement” means this document.

2.2 “Chargeback” means an amount of money:

which has been deemed to have been refunded by or returned by Afrihood to a Customer based on a Referral Sale which has been voided, retracted, subject to returns, been reversed due to fraud, or otherwise rescinded for any reason under the terms of sale on the Store; or
which has been retrieved from, reserved against and/or or charged against Afrihood or Afrihood’s credit card/debit card merchant accounts under the terms of any applicable credit card merchant account agreements; or
which has been retrieved from, reserved against and/or or charged against Afr, Afrihood’s bank accounts or Afrihood’s credit card merchant accounts because of government actions including but not limited to embargo, court order, levy, security interest or other form of lien, reclamation, escheat or civil forfeiture.

2.3 “Commission” means financial compensation in Nigeria Naira currency earned by a Member of the Afrihood Affiliate Program for Referral Sales.

2.4 “Customers” means the purchasers and potential purchasers of Afrihood’s products.

2.5 Afrihood Affiliate” means those persons or other entities that have signed up to the Afrihood Affiliate Program.

2.6 “Program" means a marketing program offered by Afrihood for the referral of potential customers to Afrihood.

2.7 “Referral Sale” means the purchase of certain Afrihood’s products and/or services by a customer referred to Afrihood through a Referral Link during the term of this Agreement.

2.8 “Referral Link” means an Internet URL, intended for use as a hyperlink to direct a Customer to Afrihood’s online website which identifies You as the Affiliate who referred that Customer to Afrihood.

2.10 “Seller” means Afrihood Development Company Ltd (Afrihood).

2.11 “You" means the person or business that is signed up to the Afrihood Affiliate Program

2.12 "Your" or "yours" refers to things that You own.

3. SCOPE

3.1 In General, Afrihood will allow You to apply to participate in the Afrihood Affiliate Program, where you are eligible to so participate under this Agreement.

3.2 You will promote Afrihood’s Products in accordance with the terms of this Agreement. Your acceptance (automatically or by approval) to participate in the Program shall mean that You have entered into a direct contractual relationship with Afrihood. You are solely responsible for understanding and complying with all Afrihood’s Terms. You agree that Afrihood may update the Terms on the Afrihood website at any time, with or without notice, and any changes will become effective upon such posting. You agree that it is your sole responsibility to regularly ensure you are familiar with the latest terms.

3.3 Upon our accepting You as a Afrihood Affiliate, you shall act as exclusive affiliate participant and make referral sales from Product Inventory on Afrihood’s website.

3.4 Where You however, elect to receive a Product purchase Price from a Customer in respect of a concluded referral sale, such shall be promptly remitted to Afrihood without delay, such arrangement however will be solely between yourself and the customer and you shall and will be solely responsible to such customer for any liability, till such a transaction is duly acknowledged and ratified by Afrihood.

3.5 Afrihood shall be solely responsible for delivery of Products purchased by a Customer referred by You. You shall not be concerned with the delivery of purchased Products to a Customer except where You directly placed an Order and made payment for the Order to Afrihood on behalf of such Customer.

3.6 All after Sales-support for products validly purchased by a customer pursuant to this Agreement shall be managed exclusively by Afrihood.

3.7 It is understood and agreed that in your participation in the Afrihood Affiliate Program, you shall comply with all laws, including but not limited to money laundering, anti-bribery and corruption, data protection, email marketing and anti-spam laws.

3.8 All orders/transactions from You and/or your Referrals are to be placed on www.Afrihood.com, provided that such orders are subject to acceptance by Afrihood, and are not yet binding on Afrihood until accepted.

3.9 Afrihood reserves the right to cancel orders at any point if deemed non-profitable or for any other reason.

4. GENERAL TERMS

4.1 Referrals:

As a registered Afrihood Affiliate, you may make Referrals of Afrihood’s Products to third parties in compliance with all applicable laws, rules, regulations, and policies. Without limiting the foregoing, you also agree that:
You shall not place Referral Links in any manner which may (intentionally or unintentionally) mislead and /or defraud any Customer.
You shall not cause any use of a Referral Link, or any subsequent Referral Sales, to be made in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects.
You shall only be entitled to Commissions that are a direct result of a Customer completing a Referral Sale directly through the use of Your Referral.
Afrihood may impose time limits in which a Referral Sale must be completed after the Customer has used Your Referral.

4.2 Tracking and Reporting: Afrihood may at its discretion, provide You with access to tracking and reporting tools to the extent that those tools are then-currently described and are generally available to Afrihood Affiliates via Afrihood website.

4.3 Provision of Service: Afrihood agrees to use commercially reasonable efforts to keep its website operational at all times. However, you hereby acknowledge that downtime due to force majeure events (i.e., events outside of a party’s control) and scheduled maintenance will occur from time to time. Afrihood shall not be liable to you for any interruption to its service for any reason.

4.4 Confidential Information

Either Afrihood or You may provide the other with information that is confidential and/or proprietary to the discloser or its partners ("Confidential Information"). Each party agrees to maintain the confidentiality of such information using the same degree of care as it does with its own information of similar importance (but in no case less than reasonable care).
Confidential Information shall not include information to the extent such information;
1. is or becomes part of the public domain through no act or omission of the recipient,
2. is lawfully received by the recipient from a third party without restriction on use or disclosure and without breach of this Agreement or any other confidentiality or legal obligation, or
3. was in its possession of the recipient on a non-confidential basis prior to the date of this Agreement (except to the extent unlawfully misappropriated).
You expressly agree that notwithstanding the foregoing Afrihood may provide its subcontractors with Your email address(es) and basic Affiliate account detail (including but not limited to Your address, phone and fax number, website name (if applicable), date You first entered into operation or under this Agreement).
In the event a third party seeks to compel disclosure of a disclosing party’s Confidential Information from a recipient by judicial, governmental or administrative process, requirement or order, the recipient shall promptly notify the discloser of such occurrence and furnish to the discloser a copy of the demand, summons, subpoena or other process served upon the recipient to compel such disclosure, and will permit the discloser to assume, at its expense, but with the recipient’s cooperation, defense of such disclosure demand. In the event that the discloser fails or refuses to contest such a third-party disclosure demand, or a final judicial order is issued compelling disclosure of Confidential Information by the recipient, the recipient shall be entitled to disclose such Confidential Information as is (in the opinion of the recipient’s legal counsel) legally required to be disclosed in compliance with the terms of such process, requirement or order, provided that such Confidential Information so disclosed shall otherwise remain subject to the terms of this Agreement.

4.5 User ID, Password, and Identification ID: Upon registration you will be prompted to create a user name and password while a User ID will be generated for you to access certain parts of the Afrihood website. You shall be responsible for all usage and activity on Your User ID account and for loss, theft or unauthorized disclosure of Your password. You shall immediately notify Afrihood in writing of any known or suspected unauthorized use of Your User ID account.

4.6 Privacy Policies: Any privacy policy posted on our website in association with our brand, including any subsequent versions posted by Afrihood, is hereby incorporated by reference into this Agreement. You agree that You will not act in any manner that would violate any such privacy policy, or could reasonably be deemed to cause Afrihood to be non-compliant with its own privacy policy.

5. (Third) Party Rights

5.1 Membership Rights: Afrihood grants to You a revocable, non-transferable, non-assignable, non-sublicensable, worldwide, limited right to make Referrals as well as any applicable Marketing Support Materials provided by Afrihood, in all cases for the limited purposes of promoting the Afrihood Affiliate Program, and in any event subject to the terms and conditions of this Agreement. This grant of rights is conditioned upon You:

not otherwise copying nor modifying, in any way, any Marketing Support Materials or other materials made available to You through the Affiliate Program; and
not removing or altering any copyright, trademark, or other notices or legends in any such materials.

5.2 Grant of Rights by you: You grant to Afrihood a revocable, royalty-free, international license to display and distribute Your name, branding and/or logos for the limited purposes of promoting You as a Afrihood Affiliate.

You grant Afrihood the right to publicly announce and denounce you as a Afrihood Affiliate in the event that you breach any part of this Agreement or Afrihood policies, or you commit any fraud or infraction against Afrihood or a customer. You grant Afrihood the right to support the customer in any prosecution against you for any breach committed against Afrihood or the customer.

5.3 Ownership of Rights: The Referrals and Marketing Support Materials are owned or licensed solely and exclusively by Afrihood, as appropriate, and You agree not to challenge Afrihood’s proprietary rights. Your use of these shall inure to the benefit of Afrihood, as appropriate. You agree, upon Afrihood’s demand, to promptly stop or alter any of Your uses of these which Afrihood deems to be improper or which may have the potential to put the business of Afrihood at risk, and/or to increase the risk of liability to Afrihood.

5.4 Intellectual Property

Except where expressly approved by Afrihood in writing, you shall not use Afrihood’s names, trademarks, service marks or domain names in any manner which would reasonably lead a person to believe that You are Afrihood or that You are acting in any manner other than as an-exclusive approved Affiliate. You may not describe Yourself as an ‘authorized dealer,’ ‘agent,’ ‘sales representative,’ or otherwise through the use of any other term or in any other manner which implies you are anything other than an Affiliate as described in this Agreement. You shall not claim that You or Your business has been ‘approved’ or ‘endorsed’ by Afrihood.
Any trademarks, tradenames or service marks, which Afrihood may obtain worth regards to the Products and services, are and remain the sole property of Afrihood and/or its affiliates. Afrihood hereby grants you, during the term of this Agreement, the right to use Afrihood’s tradenames, trademarks or service marks on products or in advertising or promotion relating directly to Afrihood’s products. Any use of such tradenames, trademarks or service marks must reference that these tradenames, trademarks or service marks are proprietary to Afrihood.
Afrihood hereby retains all rights, titles, and interests in Afrihood’s Products and Services, its Promotional Materials, and in any content, copyright, trademark, design, trade dress or colors, or any other intellectual property (collectively “Proprietary Property”) owned by Afrihood or licensed to the Afrihood.
Nothing in this Agreement shall be construed to grant you any ownership or beneficial interest in Afrihood’s Products and Services, or in the Proprietary Property. Any permission to use any Proprietary Property is only granted through this Agreement.

6. PRICING, PAYMENTS AND COMMISSIONS

6.1 Price For becoming an affiliate

The price for becoming an affiliate shall be as quoted on Afrihood’s website which may be reviewed by Afrihood from time to time.

6.2 Computation of Commission

Afrihood shall determine (where possible) the actual Commission that should be paid to you under and pursuant to the terms of the Affiliate Program for which You are an approved Affiliate.
Commissions are paid on every referral which results in an affiliate registration.
Commissions are paid on every referral that leads to a qualified land purchase.
commissions are paid on every referral that leads to a qualified property purchase.

Note however that the commission paid is subject to the Affiliate level of the registered affiliate.

6.3 Commission Threshold: The threshold of commission is as stated on Afrihood’s website.

6.4 Chargebacks: You acknowledge and agree that your Commission from this Program are subject to Chargebacks that accrue after the month You have received payment, and that Afrihood will calculate these Chargebacks as charges against any other Commission owed to You in subsequent transaction/referral, and that You will remain responsible to Afrihood in any event for outstanding negative balances which arise out of Chargebacks related to Your Referral Sales. Afrihood is not obligated to pay You any amounts in Your account connected with activities deemed to be fraudulent or criminal by Afrihood in its sole and reasonable discretion or for suppressed orders. The existence or possibility of fraud or criminal activity will be determined by Afrihood in its reasonable discretion, and Afrihood may make any inquiries and investigations Afrihood deems appropriate.

6.5 Currency and Mode of Payment: The commissions and payments due to you under this agreement shall be calculated in the official legal tender of the Federal Republic of Nigeria.

6.6 Notwithstanding the foregoing, Afrihood reserves the right to review the commission and payment structure at any time depending on the dynamics of the economy and prices of products and services, and communicate same to all agents via emails.

7. REPRESENTATIONS

7.1 You make the following representations, warranties and covenants to Afrihood;

You have and shall have at all times all rights necessary to enter into this Agreement, and to perform your obligations hereunder, and that You are of legal age and otherwise competent to be contractually bound to this Agreement. If You are a corporation or other form of business entity, the person who has entered into this Agreement on Your behalf is authorized to bind You to this Agreement, and the board of directors or others who control the corporation or other business entity have authorized the entity to enter into the Agreement.
You are solely responsible for compliance with, and will comply at all times with, all civil and criminal laws, rules and regulations applicable to You and the transactions contemplated under this Agreement.
Any of Your Content which you in any way associate with Afrihood or represent yourself as Afrihood Affiliate, does not infringe the intellectual property rights of Afrihood or any third party. Afrihood must approve of all such contents before dissemination to third-parties.
All of the information You provide to Afrihood is correct as of the time You entered it, and You will promptly notify Afrihood and update any of that information when it has changed.
In all of Your actions as an Affiliate and while associating Yourself with Afrihood, you shall not do any of the following;
1. engage in deceptive trade practices, including interfering or replacing customers’ products with substandard products;
2. Engage in spamming, indiscriminate advertising or sending of unsolicited commercial email;
3. Use third party pop-up or pop-under systems or services to promote Programs;
4. Replace, intercept, interfere with, hinder, disrupt or otherwise alter a customer’s access, view or usage of Our website, or Referred Link, including without limitation any click-through or traffic-based transaction;
5. Auto-set cookies on a customer’s browser;
6. Collect personally identifiable information concerning Customers which is not fully disclosed in your privacy policy
7. perform any activity that involves, facilitates, advocates or promotes;
  - discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability;
  - libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities or materials;
  - gambling or illegal substances,
  - sedition, unauthorized copying or distribution of copyrights materials (e.g., music, videos, books, etc.) or any other illegal activities, or
  - any violation of law or breach of the intellectual property or other rights of any other person, entity or organization.
violate the reasonable standards of doing business on the Internet (as determined by Afrihood in its sole discretion); or
any other activity which may expose Afrihood to increased business risk or legal liability.

8. NON-COMPETE

8.1 During the term of this Agreement, you shall not enter into any agreement which concerns the referral of potential customers of Afrihood’s products and services for personal gain or would in any manner compete against the Afrihood Affiliate Program. You acknowledge that Your breach of this paragraph will result in irreparable injury to Afrihood for which monetary damages alone would not be an adequate remedy. Therefore, you agree that in the event of a breach or threatened breach of this paragraph, Afrihood shall be entitled to injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. In addition, Afrihood shall be entitled to collect its reasonable attorneys’ fees and expenses from You in obtaining such injunctive and/or other relief.

9. USE OF DATA

9.1 Afrihood reserves the right to be able to utilize any data it derives from use of the Referral Sales, which may include information about Your performance statistics, to analyze Afrihood Affiliate Program trends, monitor Afrihood Affiliate Program efficiencies, maintain the integrity of the Referral Link code system and promote Afrihood Affiliate Program capabilities and efficiencies.

10. RELATIONSHIP OF PARTIES

10.1 Your relationship with Afrihood is exclusive; however, Afrihood may enter into similar relationships with others without regard to competition with you or any of your other interests. Afrihood neither approves nor endorses, nor are you permitted to state that Afrihood approves or endorses Your businesses or other efforts other than approving Your rights to act as an Affiliate as described in this Agreement, and You shall not in any way imply any other approval or endorsement by Afrihood.

10.2 You shall be deemed to be an independent contractor in its relationship with Afrihood. You are a self-employed, independent contractor who is only authorized to refer individual consumers to purchase the products and or services of Afrihood on a non-exclusive basis. Any published reference to the relationship between Affiliate and the Company shall expressly indicate that Affiliate is an “independent contractor.” and it is further agreed that this Agreement shall not bring you under the provisions of any local, state, provincial, federal, national, and international regulation wherein coverage thereunder is based upon the relationship of employer and employee.

10.3 You hereby expressly acknowledge and agree that the Agreement does not create an employee/employer relationship, agency relationship, partnership, or joint venture between Afrihood and you, and you shall not represent yourself to be an employee, agent, or representative of Afrihood, or a purchaser of a franchise or a business opportunity. You will use your own resources and shall exercise independent judgment as to when and how you will refer new customers to the Afrihood to purchase Products and Services.

10.4 You are solely responsible for all decisions you make, and all costs incurred by you, and will assume all entrepreneurial and business risk as an Affiliate.

10.5 Nothing in this Agreement authorizes You to make any contract, agreement, warranty, or representation on Afrihood’s behalf, or to incur any debt, pledge a credit, or other obligation in Afrihood’s name, or in any way whatsoever bind Afrihood in any contract or undertaking. You hereby covenant with Afrihood to indemnify and hold Afrihood harmless from any claim arising from your breach of this clause.

11. OTHER RESTRICTIONS

11.1 Afrihood reserves the right to impose limits on sales of products through the website in Afrihood’s sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, Afrihood may limit or restrict sales to a minimum or maximum retail price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time or period, or refuse to accept orders from Customers with a prior history of questionable charges.

12. WARRANTIES AND DISCLAIMERS

12.1 You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery, and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the;

provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or
the terms of any other agreement, document or instrument applicable to you or binding upon you.

Should any law enforcement agency or Internet service provider provide Afrihood with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

12.3 Afrihood makes no promises or warranties to You that Customers will purchase products from its website, that its website will be functional at all times, or that its online website will operate at all times or without error. AFRIHOOD PROVIDES ITS SERVICES TO YOU UNDER THIS AGREEMENT “AS-IS, WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AFRIHOOD DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MAY ARISE UNDER LAW OR EQUITY OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY OF INFORMATION. Except for any obligations Afrihood has to pay You the agreed commission for a concluded sales transaction subject to the terms of this Agreement, you agree that your sole and exclusive remedy for any breach of this Agreement by Afrihood is for You to terminate this Agreement.

13. LIMITATION OF OUR LIABILITIES

13.1 Afrihood’s total aggregate liability to You arising out of or under this Agreement shall be limited to payment of your entitled commission.

13.2 Afrihood shall not be liable to you or to any third party claiming through you for any indirect, incidental, consequential, exemplary, punitive or special damages of any description (including without limitation lost profits or loss or interruption of business), whether based on contract, negligence, tort, or any other legal theory, regardless of whether advised of the possibility of such damages and irrespective of the number or nature of claims. The limitations upon damages and claims set forth in this agreement is intended to apply without regard to whether other provisions of this agreement have been breached or have been held to be invalid or ineffective and notwithstanding the failure of essential purpose of any limited remedy provided herein.

13.3 The terms of this agreement reflect an agreed upon allocation of risk between the parties supported by (among other things) the pricing agreed to between the parties, and this allocation is a fundamental part of the basis of the bargain between them.

14. INDEMNITY

14.1 You and Your successors and assigns shall indemnify, defend, and hold harmless Afrihood, its corporate affiliates and subsidiaries and each of their respective directors, officers, employees, agents and subcontractors, and their respective successors and assigns from, against and in respect of any and all third party claims, demands, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the intellectual property rights of any other person or organization), obligations, liabilities, damages, recoveries and deficiencies, including interest, civil or criminal penalties or fines, reasonable attorneys’ fees and costs, that an indemnified party may incur or suffer, which arise, result from, or relate to ;

Your failure to perform, violation or breach of any of your representations, warranties, covenants and/or obligations under this Agreement; or
an actual or alleged breach of any applicable civil or criminal laws by Afrihood caused directly or indirectly by your actions or inactions (other than breaches of law due to Afrihood’s own knowing and intentional violation); or
Your participation in the Afrihood Affiliate Program, including without limitation any taxes, liens, duties or other civil obligations which may be imposed on Afrihood directly as a result of your participation (other than taxes directly imposed on Afrihood based on Afrihood’s own income); or
claims arising out of any other activities You perform, services You provide, or products You sell which are associated publicly in any manner with the Afrihood Affiliate Program; or
the assertion of any infringement or other claims alleging that Your Content violates the intellectual property rights of any other person or organization (including those rights held by Afrihood); or
claims relating to the violation of any privacy policies You are required to comply with under this Agreement; or
the negligence or willful acts or omissions of you or your employees or agents.

14.2 Afrihood will promptly provide You with written notice of any claim for which Afrihood seeks indemnification and will tender the defense of that claim to You. You will respond in writing to the tender of defense within seven (7) business days of Your receipt of the notice, notifying Afrihood of any claim, demand, suit or proceeding for which You have agreed to indemnify and hold Afrihood harmless, and You will, upon Afrihood’s written request, will promptly defend and continue the defense of that claim, demand, suit or proceeding at Your expense. A failure by You to respond in writing to the tender of defense within the time specified in this paragraph will be deemed a waiver of any objection to its obligation to defend Afrihood, but a reservation of Your rights to object to any subsequent obligation to indemnify or to hold harmless Afrihood. In the event You accept the tender of defense with a reservation of rights, reject the tender of defense or fail to respond to a tender of defense, Afrihood shall thereafter have the right to control of the defense of that claim, including the right to select which firm defends the claim. In the event You reject the tender of defense, you will be liable for any legal fees and expenses incurred by Afrihood to compel you to honor Your indemnification obligations. You will obtain Afrihood’s express prior written approval to settle any claim if the settlement

arises from or is part of any criminal action, suit or proceeding, or
contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of Afrihood, or
requires any specific performance or non-pecuniary remedy by Afrihood.

If You fail to undertake and continue the defense or fail (in Afrihood’s sole and reasonable opinion) to adequately pursue or conduct the defense, Afrihood will have the right (but not the obligation) to make and continue the defense as it considers appropriate, and the expenses and costs thereof (including without limitation the amounts of any judgment rendered against Afrihood) will be paid by You. You further agree that You shall indemnify Afrihood for any reasonable attorneys' fees or other costs incurred by Afrihood in investigating or enforcing its rights under this Agreement.

15. DURATION

15.1 Term: This Agreement shall commence upon the date of its execution by you and acceptance by Afrihood and shall remain in effect (Inure) until the end of a calendar year and shall automatically renew for a successive period of one year, unless otherwise terminated according to the cancellation or termination provisions contained in this agreement provided that termination shall not affect accrued rights and obligations.

15.2 Afrihood and you acknowledge and agree that this agreement does not purport to make you a franchise of Afrihood.

16. TERMINATION

16.1 Afrihood reserves the absolute right to terminate or suspend the Affiliate Agreement generally, and/or the Affiliate Program itself, at any time and for any reason, in the Company’s sole and absolute discretion and judgment, with or without prior notice to you. You hereby acknowledge and expressly irrevocably agrees that in the event Afrihood terminates an Affiliate Program or any provision of the Agreement that you will have no claim against Afrihood or any of its Related Parties for doing so.

16.2 You may terminate your participation under this Agreement at any time upon written notice to Afrihood, provided that such termination will not terminate your obligations identified in this Agreement as surviving any termination, including without limitation obligations regarding dispute resolution, duties to not use Proprietary Property or to disclose confidential information, and all similar obligations designed to protect the Company and other Affiliates (which obligations shall survive any termination regardless of cause).

16.3 Upon termination of the Agreement at your option, Afrihood may elect in its sole and absolute discretion to withhold your final Commissions for a reasonable period of time to ensure that all Qualified Purchases are valid and payment from Referred Clients are successful such that funds are actually received and retained by the Afrihood.

16.4 You hereby acknowledge and agree that this affiliation is at the will of both Parties, and therefore you irrevocably agree that Afrihood has the absolute right to terminate this Agreement, and thereby remove you from the Affiliate Program, for any reason Afrihood deems advisable in its sole and absolute discretion and judgment, including without cause.

16.5 Afrihood will not be liable to any Affiliate for damages of any kind as a result of terminating this Affiliate Agreement in accordance with the terms set forth herein, and termination of the Affiliate Agreement will be without prejudice to any other right or remedy Afrihood may have under the Affiliate Agreement or applicable law.

17. BREACH

17.1 If You are in breach of any provision of this Agreement, Afrihood may provide You with notice of Your breach, and Afrihood may (at its sole option) either provide You with an opportunity to cure the breach (if capable of being remedied), suspend Your membership, or terminate this Agreement with or without notice to You.

17.2 If Afrihood believes that You have engaged or are engaging in fraudulent activities or are otherwise in breach of any of the terms of this Agreement, Afrihood may (without notice to you) suspend any of your pending Commission payments, and suspend the tracking of any new Referral Sales (without discontinuing tracking of Chargebacks) in which event Afrihood shall not be obligated to pay you for Referral Sales made during such suspension of tracking. Such temporary conditions may continue for so long as reasonably required by Afrihood to investigate the circumstances, until You cure Your breach to Afrihood’s reasonable satisfaction, or until this Agreement has been otherwise terminated. If Afrihood believes that You are engaging any suspected fraudulent, abusive or otherwise illegal activity, Afrihood may publicly denounce you and also refer this knowledge to the appropriate law enforcement agencies (as Afrihood deems appropriate).

18. WAIVER

18.1 No delay or failure by Afrihood in exercising any right under this Agreement, nor any partial or single exercise of Afrihood’s rights, nor any failure of Afrihood to enforce Affiliate’s strict performance of any provision of this Agreement, shall constitute a waiver by Afrihood of that or any other right.

19. EVENTS UPON TERMINATION

19.1 Upon termination of this Agreement, the following shall apply;

You will no longer be credited for Referral Sales arising out of any transactions that occur on or after the termination date.
Your obligation to pay Afrihood for any shortfall in Your account (e.g., any obligations You may have arising out of Chargebacks) survives the termination of the Agreement. Without limiting the foregoing, you will satisfy any obligations You may have regarding Chargebacks to Afrihood upon Afrihood’s demand, or within 30 days of the effective date of termination, whichever comes sooner.
Afrihood shall no longer make Payout payments to You as per this Agreement again.
All grants of rights to You under this Agreement will terminate, and You will immediately remove references to Afrihood’s name, and any Referral Links and Marketing Support Materials, from any marketing materials which You distribute, publish or broadcast after the date of the termination. You shall return all Afrihood items, including your Afrihood Identification (ID) Card upon termination of this Agreement.
You will continue to be responsible for any liability that might arise out of Your participation in the Afrihood Affiliate Program (including without limitation fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of that participation). The provisions of this Agreement which contemplate their survival past the term of this Agreement shall survive the termination of this Agreement, including but not limited to Afrihood’s reserved rights and all of Your indemnity obligations.
Afrihood’s exercise of any of its rights under this Agreement shall be non-exclusive, and Afrihood may also exercise its rights to obtain any other remedies available to it at law or in equity.

20. AMENDMENTS

20.1 Afrihood may amend this Agreement at any time by publishing a new version on the Afrihood web site. You will be required to agree to the modified version upon your next log-in to the Affiliate interface. However, regardless of when you may log into the Affiliate interface, your continued participation in the Afrihood Affiliate Program following the effective date of a new version (including without limitation any use, display or distribution by You of any Referral Link) will constitute Your acceptance of the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by Afrihood. If any amendment made by Afrihood in this manner is unacceptable to you, your only recourse is to terminate this Agreement. No other amendments to this Agreement shall be valid unless made in writing and signed by both You and Afrihood.

21. ASSIGNMENTS

21.1 You shall not assign this Agreement, or any of Your rights under this Agreement, without the prior express written permission of Afrihood, and any attempt to assign in violation of the preceding shall, at Afrihood’s option, render this Agreement null and void. However, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Afrihood may assign this Agreement or delegate its duties under this Agreement without Your permission. Afrihood may engage the services of subcontractors to assist Afrihood in the performance of its obligations pursuant to the provisions of this Agreement.

22. VARIATION

22.1 No variation, change nor amendment from this Agreement shall be binding upon either party unless executed in writing and signed by an authorized representative of the party to be charged.

23. FULL UNDERSTANDING & ENTIRE AGREEMENT

23.1 This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. Afrihood expressly disclaims the making of, and you acknowledge that you have not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

24. GOVERNING LAW, JURISDICTION AND VENUE

24.1 The Laws of The Federal Republic of Nigeria and Lagos State will govern this agreement, without reference to rules governing choice of laws. You hereby expressly acknowledge and agree that this Agreement is entered into in Lagos state where Afrihood has its Registered Place of Business and headquartered and therefore expressly further agreed that any action relating to this agreement must be brought by Affiliate’s in the courts located in Lagos State and Affiliate hereby irrevocably consents to the Jurisdiction and venue of such courts for all disputes and controversies.

24.2 Dispute Resolution: In the event of dispute arising concerning this Agreement the Parties shall attempt to resolve same amicably by negotiations between themselves.

Any claim or dispute arising under or relating to the Affiliate Agreement (whether arising in contract, tort, claim of fraud or fraudulent inducement, or otherwise) that cannot be resolved through internal dispute procedures, as set forth in the Policies and Procedures, or through direct negotiations with Afrihood, shall be mediated as set forth in the Policies and Procedures, which mediation must take place before any lawsuit may be filed by you (which lawsuit Affiliate agrees will only be filed in Lagos State, since the Parties agree the Affiliate Agreement is entered into in Lagos State). The failure to mediate before filing suit shall be grounds for immediate dismissal.
You hereby irrevocably agree that you will never sue Afrihood’s owners, investors, members, managers, agents, employees and so forth ("Related Parties”) and therefore they are intended third party beneficiaries of the Affiliate Agreement for purposes of the provisions of this Agreement referring specifically to them, including the agreement to mediate. The parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Affiliate and the Company, and the parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the parties.
You hereby expressly and irrevocably agree to only pursue any possible claim you may have against the company on a solitary basis, without joining with any other plaintiff, and in particular without ever bringing or participating in a class action lawsuit against Afrihood or any of the Related Parties, or against any other Affiliate, agreeing specifically to irrevocably waive at the time the application to enter into this Affiliate Agreement is submitted any possible right to participate in any class action in any way, and expressly agrees that any attempted class action shall be automatically dismissed.

24.3 Rules and Regulations: Afrihood may from time to time establish and revise rules and regulations regarding Your participation in the Afrihood Affiliate Program by posting them on Afrihood website. Any of these rules or regulations (or revisions of the same) shall be deemed incorporated within and made a part of this Agreement as of the time they are posted.

25. OTHER TERMS

25.1 Severability: In the event any portion of this Agreement is held to be invalid, the same will not affect in any respect whatsoever the remainder of the Agreement.

25.2 Interpretation: This Agreement has been negotiated by the Parties, and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise.

25.3 Headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

25.4 Any reference to a section will refer to all subsections of that section. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document.

25.5 A copy (including PDF) or facsimile of a signature will be binding upon the signatory as if it were an original signature

25.6 Electronic signatures: You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the Afrihood affiliate program provided by Afrihood. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

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December 16, 2022 8:07 pm WAT

Affiliate Contract Uploaded by Olufemi Shield - [email protected] IP 129.205.124.228

December 16, 2022 8:10 pm WAT

Falade Oreoluwa - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 129.205.124.228