2.1 Platform Services

Afriq Global Market provides a mobile-first marketplace connecting Vendors with Buyers globally, with a primary operational focus on Nigeria and the African continent. The Platform's services include:

• Product listing and catalog management.
• Order management and processing.
• Integrated payment processing.
• Logistics coordination and shipment tracking.
• Customer support infrastructure.
• Vendor analytics and reporting.
• Marketing and promotional tools, including the influencer revenue-share program.

Product categories available on the Platform include Fashion and Apparel, Food and Beverages, Beauty and Skincare, Electronics and Gadgets, Crafts and Artisan Goods, and Home and Living.

2.2 Logistics Integration

The Platform integrates with Terminal Africa to provide comprehensive end-to-end shipping services. Such logistics services include domestic and cross-border shipping, customs handling and documentation, real-time package tracking, last-mile delivery, and return logistics. Vendors shall ship orders through Terminal Africa's integrated logistics service unless an alternative carrier has been expressly approved by the Platform in writing.

2.3 Payment Processing

The Platform processes all transaction payments through its designated Payment Processors. PayPal is used for international transactions, including credit card, debit card, and PayPal balance payments. Paystack by Stripe is used for African market transactions, including mobile money, bank transfers, card payments, and USSD payments.

The Platform does not directly handle or store Buyer payment credentials. All payment data is processed and secured by the applicable Payment Processor in accordance with applicable payment industry standards.

2.4 Influencer Program

The Platform operates an influencer revenue-share program that connects Vendors with Influencer Partners for the purpose of marketing, product promotion, and sales generation. The terms, commission rates, and operational guidelines of the influencer program are governed by separate Influencer Partner Agreements and the Platform's Influencer Program Policies, which are incorporated herein by reference.

3.1 Eligibility

Vendors must be legally registered businesses or individuals who have attained the legal age of majority in their jurisdiction of residence or incorporation. By registering on the Platform, the Vendor represents and warrants that it possesses all necessary legal capacity, licenses, and authorizations to sell the products listed on the Platform.

3.2 Verification

All Vendors must complete the Platform's verification process prior to listing any products for sale. The verification process includes:

• Identity verification through government-issued identification.
• Business registration documentation, where applicable.
• Product authenticity attestation and supporting documentation.
• Bank account or payment account verification for fund disbursement.

3.3 Product Standards

All products listed on the Platform must be authentic African products or products of African origin, inspiration, or cultural significance. The listing of counterfeit goods, prohibited substances, regulated items without proper authorization, stolen merchandise, or any product that violates applicable laws or the Platform's Prohibited Items Policy is strictly forbidden. The Platform reserves the right to remove any listing and suspend any Vendor account that violates this provision without prior notice.

3.4 Listing Accuracy

Vendors must provide accurate, complete, and truthful descriptions, pricing, images, dimensions, materials, and estimated shipping times for all listed products. Misleading or deceptive product listings constitute a material breach of this Agreement and may result in immediate account suspension, financial penalties, or termination.

3.5 Fulfillment Obligation

Vendors must fulfill all confirmed orders within the processing and shipping timeframes specified in the product listing. Failure to fulfill confirmed orders may result in financial penalties, reduced seller ratings, loss of Premium Vendor status, temporary account suspension, or permanent account termination, at the sole discretion of the Platform.

3.6 Compliance

Vendors must comply with all applicable laws, regulations, export and import requirements, and Platform policies in their own jurisdiction and in all jurisdictions where their products are sold or shipped. This includes consumer protection laws, product safety regulations, customs and trade regulations, and intellectual property laws.

4.1 to 4.7 Fee Framework

The Platform's commission model, Premium Vendor pricing, influencer deductions, and fee change rules are summarized below.

4.3 Premium Vendor Qualification

A Vendor may qualify for Premium Vendor status upon satisfying all of the following criteria, as determined by the Platform in its sole discretion:

• Monthly sales volume exceeding the threshold established by the Platform, currently set at five thousand United States dollars ($5,000) per calendar month.
• Maintenance of good account standing with no unresolved disputes, policy violations, or suspensions within the preceding ninety (90) days.
• Maintenance of a customer satisfaction rating at or above the minimum threshold established by the Platform.

5.1 Order Confirmation

Upon a Buyer completing a purchase through the Platform, the Platform shall generate an order confirmation and promptly notify the Vendor via the vendor dashboard, mobile push notification, and registered email address. The order confirmation shall include the product details, quantity, shipping address, and any special instructions provided by the Buyer.

5.2 Processing Time

Vendors must acknowledge and begin processing each order within twenty-four (24) hours of receiving the order notification. Failure to acknowledge an order within this period may result in automatic order cancellation, and repeated failures shall be considered a material breach of this Agreement.

5.3 Shipping and 5.4 Tracking

All orders must be shipped via Terminal Africa's integrated logistics service or an alternative carrier expressly approved by the Platform in writing. Shipments must be dispatched within the processing and shipping timeframe specified by the Vendor in the product listing. The Vendor is responsible for ensuring that the correct product is shipped to the correct address in the correct quantity.

All shipments must include valid tracking information provided by the carrier at the time of dispatch. The Vendor must enter the tracking number and carrier details into the Platform's order management system. The Platform shall share tracking information with the Buyer through the app, email notifications, and SMS where applicable.

5.5 Packaging Standards

All products must be packaged securely and in accordance with Terminal Africa's published packaging guidelines to prevent damage during transit. Products must be appropriately labeled and, where required by law, include all necessary safety warnings, handling instructions, and regulatory markings. The Vendor shall bear full responsibility for any damage resulting from inadequate packaging.

6.1 Delivery Notification

When the logistics provider marks an order as delivered in its tracking system, the Platform shall promptly issue a delivery notification to the Buyer via the app and to the Buyer's registered email address. The delivery notification shall include the order number, delivery date and time as reported by the carrier, and instructions for confirming or disputing delivery.

6.2 Manual Confirmation

The Buyer may manually confirm receipt of the order through the Platform at any time after the delivery notification is issued. Once a Buyer manually confirms delivery, the confirmation is final and irrevocable, and the Platform shall initiate the fund release process in accordance with Section 6.4.

6.3 Auto-Confirmation

If the Buyer does not manually confirm delivery or initiate a delivery dispute within forty-eight (48) hours of the Platform's issuance of the delivery notification, the Platform shall automatically confirm delivery. This Auto-Confirmation has the same legal force and effect as a manual confirmation by the Buyer. By agreeing to this Agreement, the Buyer expressly acknowledges and consents to this mechanism.

The forty-eight (48) hour Auto-Confirmation Period begins at the exact time the delivery notification is issued by the Platform, regardless of whether the Buyer has opened, read, or acknowledged the notification.

6.4 Fund Release Upon Confirmation

Upon Delivery Confirmation, whether by manual confirmation or Auto-Confirmation, the Platform shall release the Vendor's proceeds to the Vendor's designated payment account within three (3) to five (5) business days. Vendor proceeds equal the gross sale price minus all applicable commissions, influencer commissions where applicable, and any other authorized deductions under this Agreement.

6.5 Dispute Window

The forty-eight (48) hour Auto-Confirmation Period serves as the Buyer's exclusive window to raise delivery-related disputes, including non-delivery, delivery to the wrong address, or receipt of an incorrect item. Delivery disputes raised after this period shall not be accepted except as provided in Sections 6.6 and 6.7.

6.6 Post-Confirmation Disputes

After Delivery Confirmation, Buyers may still file disputes relating to product quality, product condition, product description accuracy, or defective merchandise within seven (7) calendar days following the date of Delivery Confirmation. These disputes are processed under Article 9 and do not automatically result in fund reversal.

6.7 Extended Hold

Notwithstanding Sections 6.3 and 6.4, the Platform may extend the Auto-Confirmation Period and delay fund release in the following circumstances:

• The logistics provider has reported delivery irregularities, exceptions, or anomalies, including failed delivery attempts, unsigned deliveries, or conflicting tracking data.
• The Buyer has contacted the Platform's customer support regarding the order within the Auto-Confirmation Period, even if a formal dispute has not yet been filed.
• The Platform's fraud detection systems or manual review processes have flagged the transaction for suspected fraudulent, abusive, or suspicious activity.
• Applicable law, regulation, or legal process requires the Platform to withhold or delay the release of funds.

In such cases, the Platform shall notify the Vendor of the hold and provide a reasonable estimated timeline for resolution.

6.8 Fund Escrow

All Buyer payments are held in escrow by the Platform through its Payment Processors from the time of purchase until Delivery Confirmation and fund release conditions are met. During the escrow period, neither the Vendor nor the Buyer may access the escrowed funds.

7.1 Payment Methods

The Platform accepts Buyer payments through PayPal for international transactions, including credit cards, debit cards, and PayPal account balances, and through Paystack by Stripe for African market transactions, including mobile money, bank transfers, card payments, and USSD.

7.2 Vendor Payouts

Vendor proceeds are disbursed to the Vendor's registered payment account, either a PayPal account for international Vendors or a local bank account via Paystack for African-based Vendors, within three (3) to five (5) business days following Delivery Confirmation as defined in Article 6.

7.3 Currency and 7.4 Minimum Payout

Transactions on the Platform may be conducted in multiple currencies, including but not limited to United States Dollars (USD) and Nigerian Naira (NGN). The Platform applies the prevailing exchange rate provided by the applicable Payment Processor at the time of transaction, and currency conversion fees assessed by the processor are borne by the Vendor and deducted at payout.

The Platform may establish a minimum payout threshold, which shall be communicated through the vendor dashboard. Vendors with accrued balances below the threshold may request a manual payout, which may be subject to an administrative fee, or wait for automatic disbursement on the next regular payout cycle.

7.5 Tax Obligations

Vendors are solely and exclusively responsible for all tax obligations arising from their sales on the Platform, including income taxes, value-added taxes (VAT), goods and services taxes (GST), sales taxes, customs duties, and any other levies or assessments imposed by governmental authorities. The Platform shall not withhold taxes on behalf of Vendors unless required by applicable law.

8.1 Program Overview

The Platform operates an influencer marketing program whereby Influencer Partners promote Vendor products to their audiences through social media, content creation, and other digital marketing channels. The program is designed to increase product visibility, drive sales, and expand the Platform's reach across global markets.

8.2 Revenue Share

Influencer Partners earn a percentage of the net sales revenue directly attributable to their promotional activities, as defined in their individual Influencer Partner Agreement with the Platform. The percentage may vary by partner and is subject to the negotiated terms between the Influencer Partner and the Platform.

8.3 Attribution

Sales are attributed to Influencer Partners through the Platform's tracking mechanisms, including unique referral links, promotional codes, affiliate cookies, and other digital attribution tools. Attribution data maintained by the Platform is authoritative for calculating influencer earnings.

8.4 Influencer Payouts

Influencer earnings are calculated on a monthly basis and disbursed within fifteen (15) business days following the close of each calendar month, net of any applicable fees, chargebacks, or adjustments. Payouts remain subject to the Influencer Partner's compliance with their agreement and applicable law.

8.5 Vendor Participation

Vendors may opt in to or opt out of the influencer program at any time through the vendor dashboard. Opting in subjects the Vendor's products to promotion by Influencer Partners and to the additional influencer commission deduction described in Section 4.5. Active and sustained participation in the influencer program may also be considered as a positive factor in Premium Vendor qualification.

9.1 Platform Mediation

The Platform provides first-level mediation services for disputes arising between Buyers and Vendors in connection with transactions completed through the Platform. The Platform's dispute resolution team acts as a neutral intermediary and endeavors to facilitate a fair and expeditious resolution.

9.2 Dispute Categories

9.3 Evidence Requirements

Both parties to a dispute must provide all relevant evidence in support of their respective positions within forty-eight (48) hours of dispute initiation. Relevant evidence includes photographs, screenshots, shipping documentation, tracking data, communication records, and any other materials that bear on the matter in dispute. Failure to provide requested evidence within the specified timeframe may result in the dispute being resolved against the non-responsive party.

9.4 Resolution Timeline and 9.5 Fund Holds

The Platform aims to investigate and resolve all disputes within seven (7) business days of dispute initiation. Complex disputes or disputes requiring additional investigation may take longer, and the Platform shall provide status updates throughout the process.

Upon initiation of a valid dispute, the transaction funds at issue shall be held in escrow pending final resolution. Neither the Vendor nor the Buyer shall have access to the disputed funds during the pendency of the dispute.

9.6 Arbitration and 9.7 Platform Decision

Any dispute arising under or in connection with this Agreement that cannot be resolved through the Platform's mediation process within thirty (30) days of dispute initiation may, at the election of either party, be submitted to final and binding arbitration in the State of Michigan, United States of America, in accordance with the rules of the American Arbitration Association then in effect.

For disputes resolved through the Platform's internal mediation process, the Platform's dispute resolution decisions are final and binding on both the Buyer and the Vendor, subject to applicable consumer protection laws and the parties' right to pursue arbitration.

10.1 Platform IP

The Afriq Global Market name, logo, trademarks, service marks, trade dress, mobile application, website, software, algorithms, databases, user interfaces, and all associated intellectual property are and shall remain the exclusive property of Afriq Global Market Limited. Nothing in this Agreement grants the Vendor any right, title, or interest in the Platform's intellectual property, except for the limited right to use the Platform in accordance with this Agreement.

10.2 Vendor Content

Vendors retain full ownership of their product images, product descriptions, brand materials, trademarks, and other content uploaded to the Platform. By uploading Vendor Content to the Platform, the Vendor grants the Platform a non-exclusive, worldwide, royalty-free, sublicensable license to display, reproduce, modify for formatting purposes, distribute, and promote the Vendor Content in connection with the operation, marketing, and promotion of the Platform and the Vendor's products.

10.3 Restrictions

Vendors may not copy, reproduce, distribute, modify, create derivative works from, reverse engineer, or otherwise exploit the Platform's intellectual property without the prior written consent of Afriq Global Market Limited. Unauthorized use constitutes a material breach of this Agreement and may subject the Vendor to legal action and liability for damages.

11.1 Vendor Termination

A Vendor may terminate this Agreement and close its account at any time by providing thirty (30) days written notice to the Platform. During the notice period, the Vendor must fulfill all pending and confirmed orders, resolve all outstanding disputes, and comply with all obligations under this Agreement.

11.2 Platform Termination

The Platform may suspend or terminate a Vendor's account, with or without notice, for any of the following reasons:

• Material breach of this Agreement or any Platform policy.
• Fraudulent, deceptive, or illegal activity.
• Repeated or unresolved customer complaints.
• Failure to fulfill confirmed orders within the specified timeframes.
• Listing counterfeit, prohibited, or dangerous products.
• Conduct that, in the Platform's sole judgment, is harmful to the Platform, its reputation, its users, or the marketplace ecosystem.

11.3 Effect of Termination

Upon termination of a Vendor's account, all active product listings shall be immediately deactivated, the Vendor's access to the vendor dashboard and Platform tools shall be revoked, and outstanding Vendor balances shall be held until all pending orders have been fulfilled or cancelled and all pending disputes have been resolved. Following resolution of all outstanding obligations, the Platform shall release any remaining balance to the Vendor's registered payment account within fifteen (15) business days.

The provisions of this Agreement that by their nature are intended to survive termination, including Articles 10, 12, 13, and 14, shall survive termination.

12.1 Platform Liability

The Platform acts solely as a marketplace intermediary, providing a technology platform that connects Vendors with Buyers. The Platform is not a party to the sale transaction between Vendors and Buyers and is not liable for the quality, safety, legality, authenticity, or fitness for purpose of any products listed or sold by Vendors on the Platform.

12.2 Vendor Indemnification

The Vendor agrees to indemnify, defend, and hold harmless Afriq Global Market Limited, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to the Vendor's products, breach of this Agreement, violation of law, infringement of third-party rights, or the Vendor's business practices, acts, or omissions.

12.3 Limitation of Liability

To the maximum extent permitted by applicable law, the Platform's total aggregate liability to the Vendor for any and all claims arising under or in connection with this Agreement shall not exceed the total commissions earned by the Platform from the Vendor's transactions in the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall the Platform be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, even if the Platform has been advised of the possibility of such damages.

13.1 Data Collection

The Platform collects and processes personal data in accordance with its Privacy Policy and all applicable data protection laws and regulations, including but not limited to the Nigeria Data Protection Act (NDPA), regulations of the Nigeria Data Protection Commission (NDPC), and applicable United States privacy laws. The Platform's Privacy Policy is incorporated into this Agreement by reference.

13.2 Vendor Data

By registering on the Platform, Vendors consent to the collection, processing, storage, and use of their business data, including business name, contact information, financial data, transaction history, and performance metrics, for Platform operations, service improvement, analytics, regulatory compliance, and fraud prevention. Vendor data may be shared with the Platform's Payment Processors, logistics partners, and other service providers as necessary to operate the Platform.

13.3 Buyer Data

Vendor access to Buyer personal data is strictly limited to the information necessary for order fulfillment, including the Buyer's name, shipping address, and contact information for delivery purposes. Vendors shall not use Buyer data for any purpose other than order fulfillment, shall not share Buyer data with third parties, and shall not contact Buyers for marketing purposes outside the Platform without the Buyer's express consent.

14.1 Primary Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in the State of Michigan, and the parties consent to the personal jurisdiction and venue of such courts.

14.2 Nigeria Operations

For the Platform's operations within the Federal Republic of Nigeria, applicable Nigerian laws, including the Nigeria Data Protection Act, the Consumer Protection Act, the Federal Competition and Consumer Protection Act, and related regulations, shall also apply to the extent they are not inconsistent with Section 14.1. In the event of a conflict between Michigan law and applicable Nigerian law, the provision that affords greater protection to the consumer shall prevail with respect to consumer-facing matters.

15.1 Notice of Material Changes

The Platform reserves the right to amend, modify, or update this Agreement at any time, provided that the Platform gives Vendors no less than thirty (30) days prior written notice of any material changes. Notice of amendments shall be delivered via the Vendor's registered email address and prominently displayed on the vendor dashboard.

15.2 Continued Use

Continued use of the Platform after the expiration of the thirty (30) day notice period shall constitute the Vendor's acceptance of the amended terms. If the Vendor does not agree to the amended terms, the Vendor's sole remedy is to terminate this Agreement in accordance with Section 11.1 before the effective date of the amendments.

16.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement. The remaining provisions shall continue in full force and effect.

16.2 Entire Agreement

This Agreement, together with the Platform's Privacy Policy, Prohibited Items Policy, Influencer Partner Agreement where applicable, and any other policies incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties relating to that subject matter.

16.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the waiving party to be effective.

16.4 Notices

Notices to the Platform shall be addressed to Afriq Global Market Limited, Michigan, United States of America, Attention: Legal Department.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemics or pandemics, government actions or restrictions, power or internet outages, labor disputes, or failures of third-party service providers. The affected party shall give prompt notice to the other party and use reasonable efforts to mitigate the effects of the force majeure event.

16.6 Assignment

The Vendor may not assign, transfer, or delegate this Agreement or any of its rights or obligations without the prior written consent of the Platform. The Platform may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

16.7 Relationship of the Parties

The relationship between the Platform and the Vendor is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other.