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Terms & Conditions: Buyer, Vendor and Affiliate Agreement Welcome to Imperialbrain! Imperialbrain provides the premium online marketplace for the hosting, advertisement, marketing and sales for high quality digital products. Imperialbrain provides the marketplace where only high quality products will be sold. This is a legal agreement between you and Imperialbrain which is a trademark ofImperialbrain Enterprice. This agreement defines the terms of your participation as a buyer or registered vendor/affiliate in the Imperialbrain marketplace. Please read the Imperialbrain agreement (“agreement”) before activating your account. By registering as a vendor/affiliate on the Imperialbrain marketplace and clicking "agree," you are agreeing to be bound by all terms of this agreement. If you do not agree to each of the terms of this agreement, you are not eligible to register or to become a vendor/affiliate on the Imperialbrain marketplace and you may not buy any product from the Imperialbrain marketplace, or provide any products for sale via the Imperialbrain marketplace or earn commissions for promoting products in the marketplace. This agreement may be amended at any time by Imperialbrain posting a revised version on our website. You agree that the revised version will be effective at the time we post it. If the revised version includes any substantial changes, we will provide notice on our website at least thirty (30) days prior to implementing the substantial change. 1. Buyer benefits. Marketplace Access: As a buyer, you will enjoy the ease of use and convenience of Imperialbrain’s high-quality product marketplace. Your purchases are backed by Imperialbrain 30-Day money back guarantee. In the case where the product received is different from what was ordered or the content of the product purchased does not match the product description on the sales page, you have 30 days to get a refund. 1a) Vendor/Affiliate benefits. Marketplace Access: As a vendor/affiliate, you will be able to experience the unparalleled advantages, convenience, and ease of the Imperialbrain’s comprehensive marketing, hosting, advertising, sales and tracking (“marketplace”) for yourself, your affiliates and your customers. Services: Imperialbrain may also offer other services (“services”), as described more fully herein and on the Imperialbrain website or vendor web pages (collectively, the “site”), some of which are optional and/or may require additional payment. Services may include, but are not limited to, advertisement services (including e.g. featured listings and market “bumps”), enhanced marketing services (e.g. split testing, tracking and reporting), enhanced product placement, and more. Imperialbrain reserves the right in its sole discretion to add, delete, change, suspend or discontinue providing the marketplace, services, and/or site to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of marketplace, services, and/or site without notice or liability. Other benefits: Imperialbrain may offer certain other benefits. As a vendor/affiliate you may have the opportunity to attend live events, conferences, seminars, technical workshops, and/or other events (including online or on-air broadcasts of such events, or recordings thereof) (“Imperialbrain events”). Imperialbrain events may be free or paid admission, open to the public or restricted to vendors/affiliates. Imperialbrain will endeavor, at its discretion, to provide discounted admissions, special sessions, opportunities to speak, or other options to vendors/affiliates. So, basically some of the Imperialbrain features, benefits and services are free, while others might require an extra fee, and Imperialbrain may offer, remove or change them at any time. 2. Using Imperialbrain You understand and agree that Imperialbrain and the Imperialbrain marketplace are private communities, and Imperialbrain 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. a. Becoming a User/Buyer Anyone may generally purchase products from Imperialbrain subject to these terms and conditions. Valid email addresses and phone numbers will be required for purchases. Imperialbrain reserves the right to refuse service to any person who, in Imperialbrain’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 a serial refunder and refused further service. In addition, Imperialbrain provides a simple means of requesting refunds within the allowed money-back window for the purchased product. If a buyer refuses to follow Imperialbrain’s approved procedures and the agreed-upon refund period for refunds, Imperialbrain reserves the right to ban the buyer for life from future use of Imperialbrain or the Imperialbrain marketplace as a buyer, vendor or affiliate and such none compliance shall be treated as waiver. In the case where a particular product is not covered by the Imperialbrain 30-Day money back guarantee, Imperialbrain will notify the potential buyer by putting a message on the sales/order page of the product. b. Becoming a Vendor/Affiliate You understand that Imperialbrain and the Imperialbrain marketplace are private communities, and Imperialbrain reserves the right to accept or reject vendors/affiliates on any basis, in its sole discretion. To be eligible to become a vendor/affiliate on the Imperialbrain marketplace, you must complete an application to register and pay the required registration/signup fees. We will require you provide us with details sufficient for Imperialbrain 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 Imperialbrain previously or Imperialbrain 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 Imperialbrain is inaccurate, it may result in delays in processing your application, and could result in Imperialbrain not being able to pay you. If the information you provide is not truthful or cannot be verified, your application will be rejected. Imperialbrain 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, Imperialbrain 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 in your Imperialbrain application and profile form with truthful and complete information and also pay the required registration fee to sign up as a vendor/affiliate on Imperialbrain, and Imperialbrain 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 Content: As a vendor hereunder, you may submit one or more products for sale (“products”) via the Imperialbrain marketplace. The products may include any form of digital content (written, audio, video, etc.) (“Content”) as is appropriate for your products. All digital products and content must be suitable for digital delivery. Imperialbrain acts as a reseller for the vendors' products. That means that buyers are technically buying from Imperialbrain and not directly from the vendor. You will however retain all rights and liabilities to your products except as provided herein. You understand that Imperialbrain will review your products or content for completeness, accuracy, quality, marketability, or the like, so it's your responsibility as a vendor to submit products with complete, accurate and quality contents that match truthfully what's advertised in your sales page, or else Imperialbrain might remove them from the marketplace. Imperialbrain reserves the right to reject any product(s) for any reason or no reason at any time in its sole discretion. Moreover, it is to your great advantage to ensure the quality of your product(s). Each product will be subject to reviews and/or ratings from purchasers, which will be available and/or prominently displayed to potential buyers of your product(s) in the market place. (i) Allowed product(s): Imperialbrain does not allow, and you agree not to, submit any product(s) or content that are pornographic or offensive in nature, or which pertain to pyramid schemes, multi-level marketing (mlm) or any illegal activity, or which contains any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution. Imperialbrain shall use its unfettered discretion and expressly reserves the right to remove any such products, content or material from the marketplace, without notice and without compensation to you. You agree that any advertising or other fees paid in connection with products, content, or other material that is removed from the marketplace will not be refunded. You further agree that you remain fully responsible for any damages to Imperialbrain and to its customers that result from your submission to, or inclusion of such products, content, or material in the marketplace. To be included in the Imperialbrain marketplace, your products must be original. Private label rights (“plr”) that you have obtained cannot be the basis of a product. Plr material can be offered, for example, as a free bonus distributed alongside a product, but not as the product itself. Imperialbrain reserves the right to refuse to accept any product or to remove any product that it deems to lack sufficient originality. You must have all required rights, including copyrights to all content in your product(s) to allow Imperialbrain to sell the product. The foregoing requirement includes all content within the product(s), for example cover images, as well as any music, including background music in recorded audio or video products. In addition to the other licenses granted herein, you also grant Imperialbrain a limited license to resell your products, and process all payments in connection therewith. Imperialbrain shall pay you in accordance with the payment provisions herein. Where you fail to ensure compliance with any of the above the failure of Imperialbrain to request at the time of submission shall not limit your liability in anyway. (ii) Pricing of Product(s): Vendors and only vendors may set the price (“sales price”) of their own products within the limits established by Imperialbrain for minimum and/or maximum prices (“price limits”). As a vendor, you agree not to attempt to price any product submitted to the marketplace outside of then current price limits in place at the time of submitting the product to the Imperialbrain marketplace. Imperialbrain will post its current price limits prominently on the site. Currently, the "lower price limit" is N5000 and the “upper price limit” is N2,000,000 for any product offered for sale in the marketplace. However, Imperialbrain expressly reserves the right to set the "upper price limit” for the marketplace as a whole, or on a per vendor basis. Vendors with marketplace track records of greater merit (including, e.g., lower refund rates, better purchaser reviews, higher ratings, longevity, etc.) may be afforded greater latitude in pricing their products, at Imperialbrain’s discretion. You understand that as a vendor, you are subject to the foregoing price limits unless you have been expressly notified in writing from Imperialbrain. Imperialbrain will review each petition for a price limit raise on a case by case basis, and may accept or decline the petition in its sole discretion. Notwithstanding the foregoing price limits, Imperialbrain also reserves the right to raise the upper price limit on a per product basis (i.e. for a particular product from a specific vendor) based on Imperialbrain’s direct review (“price review”) which may include consideration of the vendor’s history in the marketplace, reputation in the industry, the product itself, the proposed price, market conditions, current terms and relationships with payment processors, gateways, and such other factors as Imperialbrain chooses. After such price review, Imperialbrain’s decision as to whether to raise the upper price limit in any instance shall be final and made in its sole discretion. If Imperialbrain chooses not to raise the price limit for a given product, vendor agrees that the product shall be offered in the marketplace at a sales price below the upper price limit. Imperialbrain may charge a “review request fee” or may allow each vendor to request a set number of such price reviews at no cost, and may charge a review request fee for any additional price reviews requested by that vendor. As a vendor, you understand and agree not to offer the same product listed on the Imperialbrain marketplace for a different price somewhere else. This includes your website. In situations where the vendor has to alter the price of a particular product listed on the Imperialbrain marketplace on the vendor's website, the vendor must inform Imperialbrain to update the price on the Imperialbrain website as well. Imperialbrain reserves the right to suspend a Vendor's product if there are differences in price listed on the Vendor's website versus what is listed on Imperialbrain Imperialbrain may terminate any vendor who violates this provision repeatedly and the vendor shall be solely responsible for any liability that may result from such. The products must be original and the vendor must hold all required copyrights of the product(s) and content to allow Imperialbrain to sell the product(s). The product(s) must not relate to any of our forbidden niches (pornography, gambling, pyramid schemes, etc). Vendors warrant and represent that; They have the right and full authority to enter into this Agreement with Imperialbrain. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement; That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Imperialbrain. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Trade Mark and any other third party and that it has not violated/ infringed any intellectual property rights of any third party. That they shall provide Imperialbrain with copies of any document required by Imperialbrain for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice. That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on Imperialbrain in this regard. Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy. The Vendor indemnifies and shall hold indemnified Imperialbrain, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws. For the purpose of this clause reference to Imperialbrain shall also include the Mobile Operators and such other agencies through whom Expertnare shall make the Online Store available to the Customers. The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of Imperialbrain to perform its obligations under this Agreement. This article shall survive the termination or expiration of this Agreement Expernaire shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Imperialbrain online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. Further Imperialbrain shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that Imperialbrain is merely a facilitator for sale of the Vendor’s Product, hence Imperialbrain is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. 4. Affiliates: Promoting products for a commission As an affiliate in the Imperialbrain marketplace, you will have the opportunity to promote and make commissions on a wide variety of digital products offered via the state of the art Imperialbrain marketplace. As described above, products offered through the Imperialbrain marketplace are provided by our vendors for sale by Imperialbrain. You evaluate and choose which product(s) to promote: As an affiliate, you are solely responsible for evaluating and selecting the vendors and product(s) you would like to market or advertise. Imperialbrain endeavors to maintain the highest quality in the marketplace through its unique review system. Unlike other marketplaces where products are not reviewed and left to guess work. However, you should understand and agree that Imperialbrain is not responsible for the contents, accuracy, quality, usefulness, or any other aspects of any product, or any supplementary products. You understand and agree that you are solely responsible for any costs associated with marketing, advertising, or mailing, including any marketing materials you choose to develop, regardless of whether your marketing or advertising efforts results in sales or not. Moreover, Imperialbrain does not provide any legal advice or review of your advertisements and you are solely responsible for the content of your marketing and advertising efforts and any liability resulting therefrom. Use only respectful promotion practices: You agree that you will not use any marketing or advertising materials which contain any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution, or which are defamatory. Moreover, you agree that your advertisements and/or promotions will accurately represent the product(s), without hyping or exaggerating the contents, benefits or features. You must represent the product(s) in a truthful manner. You further agree that, in connection with products in the Imperialbrain marketplace, you will not use any marketing or advertising methods that include illegal methods including unsolicited email or sms, false or misleading advertisements or any advertisement which makes any claim that is not permitted about earnings or other aspects of a product, or other violates any law or regulation. You understand and agree that your marketing and advertising efforts shall not state or suggest that you are in fact Imperialbrain, or representing Imperialbrain or endorsed by Imperialbrain in any way or that you are the owner of the product as this will be treated as impersonation. Your marketing and advertising will not contain or utilize the Imperialbrain content (as defined herein) except as expressly permitted. You understand and agree that you will not personalize the vendor of the product you are promoting in any way through your marketing and advertising or suggest that you are the vendor. If you are found to mislead people by using the name(s) of the vendor as your own, it may result in Imperialbrain terminating your affiliate account and seizing any commissions you have in your affiliate balance without any warning whatsoever. Imperialbrain does not allow and you agree not to promote, market, or advertise any products or utilizing advertisements that are pornographic in nature, pyramid schemes, multi-level marketing (mlm)). You may not combine your advertising for products on the Imperialbrain marketplace with advertising for any such non-permitted products (including products not on the Imperialbrain marketplace). You agree not to state, or imply any guarantee or warranty about the product or a refund period other than what is expressly provided through the Imperialbrain marketplace. Marketing or advertising that provides, states, or implies any additional guarantee or warranty is expressly prohibited. Imperialbrain may terminate any affiliate who violates this provision and the affiliate shall be solely responsible for any liability that may result from such representation. You understand that Imperialbrain will use commercially reasonable efforts to track purchases so as to accurately account for affiliate commissions. Tracking codes, cookies, and/or similar technological means will be used where appropriate. When a potential purchaser views and/or responds to your advertisement, which includes your Imperialbrain affiliate information, any resulting sale will be credited to your account. Imperialbrain does not permit and you agree not to use any click jacking, cookie stuffing or other technological means of altering a Imperialbrain visitor’s cookies in any way to obtain commissions or credit for sales for which you would otherwise not be entitled. Imperialbrain reserves the right to determine who receives an affiliate commission for any particular sale. Imperialbrain also reserves the right to terminate, without notice, any affiliate who in Imperialbrain’ sole determination, has unacceptably manipulated the tracking of purchases or commissions. So, basically vendors (and Imperialbrain) can block affiliates with a large history of refunded transaction, low quality traffic, etc. moreover, you may have to apply in advance as an affiliate for some of the products you want to promote on Imperialbrain. It's your responsibility to select the right products to promote from our marketplace. Imperialbrain will do its best to ensure that the products on our platform are top notch but we do not offer any guarantee or representation in that regard. Use only respectful promotion practices (no spamming, no cookie stuffing, etc.), and don't exaggerate or hype the product beyond its truthful characteristics. 5. Amount of commission to be paid on product sales In exchange for their efforts in marketing and advertising products available in the Imperialbrain marketplace, affiliates will earn a commission determined as a percentage of the sales price of any product (“affiliate commission”) for sales resulting from those marketing and advertising efforts. A vendor can set the affiliate commission for any product(s) from 25% to 90%. Proceeds of the sales for each product shall be paid as follows: Imperialbrain fees shall be deducted from the gross sales price, and the affiliate commission shall also be based on the gross sales price as well. Any remaining balance after the Imperialbrain fees and affiliate commission are paid will be paid to the product vendor. Imperialbrain uses a secure tracking system to determine which affiliate referred the sale, and is entitled to a commission. So, basically affiliates are paid a commission for their promotion efforts. The vendor of the product determines the commission structure for that product. The proceeds that remain after paying the affiliate commissions and Imperialbrain fees are paid to the vendor. Imperialbrain uses a smart tracking system to track affiliate commissions. 6. Secure vendor/affiliate access and communication Upon registration as a vendor or affiliate, you will receive an Imperialbrain id and password to login as an Imperialbrain vendor/affiliate, from which you can access the vendor/affiliate resources (e.g. the ability to enter a new product, get affiliate links, check sales and other history). Except as otherwise agreed or permitted by Imperialbrain in writing, you may not share or transfer your id and secure password or access to the Imperialbrain system in any way or with any one. You are solely responsible for maintaining the confidentiality of your Imperialbrain id and password and for any activity in connection with your account. It is also your responsibility to keep your phone number and primary email address up to date so that Imperialbrain can communicate with you via emails, phone calls and sms. You understand and agree that if Imperialbrain sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, full, or your email is directed to a trash or spam filter, or you are otherwise unable to receive email or messages, the electronic communication will be deemed to have been provided to you. You can update your primary email address or other contact information at any time by logging into your Imperialbrain vendor dashboard. If your email address becomes invalid such that emails sent to you from Imperialbrain are returned, we may deem your account to be inactive and your status as a vendor/affiliate may be suspended or placed on hold until we receive a valid, working primary email address from you. So, basically your login access is individual and private, and it's your responsibility to keep it that way. You may receive email or sms notifications from Imperialbrain. 7. Sales pages and promotional material. Contents of sales pages: The vendor is responsible for the content of the product sales page (“sales page”). You, the vendor, agree to provide all content to Imperialbrain in the permitted or required format(s) as determined by Imperialbrain and/or to upload such content in the permitted or required format(s) in your vendor dashboard. As a vendor, you have no direct access or rights to alter any sales page. Hosting: You understand and agree that the sales page ("sales page”) promoting the content and/or products on the marketplace will be hosted by Imperialbrain on Imperialbrain’s servers. Imperialbrain 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. Imperialbrain does not own or control the internet and shall have no responsibility or liability for any time(s) 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 Imperialbrain’s error or negligence. Claims on sales pages or promotions: Whether you are acting as a vendor or affiliate for a product, Imperialbrain strictly prohibits any false or misleading claims in product(s), sales pages, or in advertisements including your sales copy or other marketing or advertising materials related to product(s) on the Imperialbrain marketplace, including any affiliate advertising materials. You may not and you 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, pay-outs and refunds, and product refund policy: As a vendor, you agree that once placed in the Imperialbrain marketplace, sales of your product will be subject to a 30-day money-back guarantee from Imperialbrain. Consistent with Imperialbrain’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. Imperialbrain 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, Imperialbrain will connect with other third part companies (including banks) to process all payments for all product purchases made through the Imperialbrain marketplace. Thus, you expressly grant permission to Imperialbrain 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 (“Imperialbrain fees”) in exchange for the services provided by Imperialbrain, currently, the Imperialbrain fees are as follows: For affiliates: All affiliates are required to register on Imperialbrain with N10,000. This sum of N10,000 is a yearly, non-refundable fee for affiliate maintenance paid to Imperialbrain. Imperialbrain has the rights to debit each affiliate of this sum once in a year. For vendors: All vendors are required to register on Imperialbrain with N25,000 to start selling their products. This is a yearly, non-refundable fee. Imperialbrain has the rights to debit each vendor of this sum once in a year, plus Imperialbrain will also charge a commission of 10% per sale on all vendor products, these Imperialbrain fees can be changed at any time, and vendors and affiliates will be notified. Payments to vendors/affiliates: Except as provided below for first affiliate sale reserve, high-volume sales, or fraud investigation reserve, affiliates will be paid their commissions once in a week and vendors will be paid twice a month. Currently, affiliates and vendors can receive payments via any Nigerian bank account, and Imperialbrain is constantly working to offer new payment methods. Affiliates must have a minimum of N5000 in their Imperialbrain balance to qualify for a weekly payment. Affiliate first-sale exception: Affiliates will not receive commission from their very first sale for each product they promote. this is to prevent the incentive for affiliate ‘fraud’ where an affiliate plays the system by granting themselves an instant discount (in the form of their affiliate commission) by purchasing a product through their own affiliate link. Imperialbrain wants professional affiliates who provide a legitimate service to the vendors, and their own customers, in addition to Imperialbrain. From the second sale onwards, affiliate commissions will be registered as usual. If you believe that, as an affiliate, you will only generate one sale per product promoted, you must not sign up as an affiliate. However, in the event of any unusual activity, a transaction volume spike or any specific transaction triggering our security filters, Imperialbrain reserves the right to hold credits beyond the standard 10-day period subject to Imperialbrain’s manual investigation of the account's recent activity. This generally will only take a few days, however Imperialbrain reserves the right to reasonably extend the reserve period for a time sufficient to resolve its questions about unusual activity to its own satisfaction. Imperialbrain endeavours to keep its reserves/holdback of processed payments as low as possible, and to generally release funds to vendors/affiliates within 10 days from the sale. However, in the event of any unusual activity, a transaction volume spike or any specific transaction triggering our security filters, Imperialbrain reserves the right to hold the credits beyond the standard 10-day period until a system administrator manually investigates the account's recent activity. This usually shouldn't take more than a few days. Fraud investigation reserve period: If Imperialbrain or one of Imperialbrain’s payment processors becomes aware of actual fraud, or suspected fraud in connection with any purchase or group of purchases related to your account, Imperialbrain 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. Imperialbrain 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 that has actual or suspected fraudulent activity associated with one or more otherwise creditable or commission-earning sales should not assume that Imperialbrain suspects them of fraud. Stolen debit cards, 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 an otherwise creditable or commission-earning sale, where Imperialbrain will not be paid. Moreover, Imperialbrain will comply with all legal requirements and will report all such activities to appropriate authorities. If a vendor/affiliate is believed to be directly or indirectly involved with fraudulent activity or attempted fraudulent activity in connection with the Imperialbrain marketplace, Imperialbrain will pursue all available legal action against the vendor/affiliate. In such circumstances, you agree that you will forfeit any balance in your account, and that Imperialbrain may use any such funds to partially or fully defray its costs of its investigation and any subsequent action, including legal fees and costs. Affiliates signup and maintenance fee: N10,000/year Vendors signup and maintenance fee: N25,000/year Plus Imperialbrain will charge a commission of 10% per sale on all vendor products. Funds generated from vendor/affiliate will be released about 3 days after the refund period has expired. So, once those funds are indeed released, you will be paid. If there's any unusual activity detected on your account, or if our security filters are triggered, the reserve period may be increased while an administrator reviews the account's recent activity. 9. Relationship with Imperialbrain: You understand and agree that by becoming a vendor/affiliate, no legal partnership, joint venture, or agency relationship is created between you and Imperialbrain. Neither you nor Imperialbrain is a partner, a joint venturer, an agent or has any authority to obligate or bind the other. You may not represent otherwise. As a vendor, you understand that you are allowing Imperialbrain to sell the product(s)/content you place in the marketplace. Imperialbrain is a licensee or at most a distributor of your product(s)/content. 10. Intellectual property: Copyright and other intellectual property laws protect the Imperialbrain marketplace, website and content (“Imperialbrain content”) thereon. Imperialbrain retains all right, title and interest in and to the Imperialbrain content, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Imperialbrain intellectual property, including the technology related to the Imperialbrain marketplace and services. Any and all technology and any content created or derived from any of the foregoing is the exclusive property of Imperialbrain. 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 Imperialbrain, 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. "Imperialbrain", "Imperialbrain marketplace", and all logos related to the Imperialbrain services and trademarks belong to Imperialbrain Enterprice. Therefore, you may not copy, imitate or use them without Imperialbrain's prior written consent. All page designs, headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Imperialbrain. You may not copy, imitate, or use them without our prior written consent. Imperialbrain 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 Imperialbrain 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 for commentary or in any other manner that is disparaging to Imperialbrain or the marketplace. You may not display them or use them in any manner that implies any sponsorship or endorsement from or by Imperialbrain. You may not and agree not to decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the Imperialbrain marketplace, content or services. you agree not to use your status as a vendor/affiliate or your access to Imperialbrain systems, marketplace, content, or services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so. You agree to only use the Imperialbrain marketplace, content, or services for vendorized purposes. You further agree not to exploit the Imperialbrain marketplace, content, or services provided to you as a vendor/affiliate in any unvendorized way, including but not limited to, by trespass, or burdening network capacity. So, basically Imperialbrain owns all of its copyrights and trademarks, so don't use (or abuse!) our brand or our technology without our written consent. 11. Confidentiality and nondisclosure: You agree that any details or information about Imperialbrain, the Imperialbrain marketplace, or the services disclosed by Imperialbrain to you in connection with the marketplace or services or your role as a vendor/affiliate will be considered and referred to as “Imperialbrain confidential information”. notwithstanding the foregoing, Imperialbrain confidential information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by Imperialbrain, (iii) information that is independently developed by you without the use of any Imperialbrain confidential information, or (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation. Nondisclosure and Non-use: Unless otherwise expressly agreed or permitted in writing by Imperialbrain, you agree not to disclose, publish, or disseminate any Imperialbrain 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 and provided that this agreement does not otherwise prohibit such disclosure. if you are required by law, regulation or a valid binding order of a court of competent jurisdiction to disclose Imperialbrain confidential information, you may make such disclosure, but only if you have provided Imperialbrain ample notice of such requirement, such that Imperialbrain can seek to limit the disclosure and/or seek confidential, protective treatment of such information. So, basically, any communication between Imperialbrain and the end user is confidential and should not be disclosed. 12. Additions: Imperialbrain reserves the right, at its discretion, to modify this agreement, including with new terms, rules, policies, and conditions (“additional terms”). Any such additional terms are hereby incorporated into this agreement by this reference and your continued status as vendor/affiliate and use of the Imperialbrain 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 Imperialbrain marketplace or services or any data contained therein; (iii) attempt to gain unvendorized access to the Imperialbrain 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 Imperialbrain to which you are not entitled, (b) divert another’s earnings/commissions to your Imperialbrain account (c) have a credit card transaction used in the Imperialbrain marketplace without proper vendorization of the card holder, or (d) engage in fraud in connection with the Imperialbrain marketplace; (v) mirror, duplicate, iframe or otherwise copy any product(s), sales page(s), Imperialbrain content, or portion thereof, or any part of the Imperialbrain services; or make public any nonpublic portion thereof; (vi) reverse engineer the Imperialbrain 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 Imperialbrain, 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. For the purpose of clarity, such actions include regulatory enforcement actions. Upon receiving notice of a claim or action for which Imperialbrain is entitled to indemnification under this section, Imperialbrain 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 Imperialbrain 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 are not vendorized to and may not agree to any settlement that involves an admission or finding of liability or wrongdoing by Imperialbrain or imposes any duty or obligation on Imperialbrain. 15. Term and termination: Imperialbrain may terminate or suspend you as a vendor/affiliate at any time in its sole discretion. If Imperialbrain terminates you as a vendor/affiliate, Imperialbrain 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 complains, 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 Imperialbrain 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 Imperialbrain 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 Imperialbrain confidential information that is in your possession or control, and to provide certification of such destruction to Imperialbrain 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: Imperialbrain and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors (collectively, “Imperialbrain” for purposes herein) make no promises that the Imperialbrain 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 “Imperialbrain services” for purposes of this section) will be accurate, reliable, timely, secure, error-free or uninterrupted, or that any defects will be corrected. The Imperialbrain services are provided on an “as-is” and “as-available” basis and the services are subject to change without notice. Imperialbrain 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. Imperialbrain expressly disclaims any liability related thereto. Imperialbrain disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose related hereto. Imperialbrain 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 Imperialbrain services. You assume total responsibility and all risks for your use of the Imperialbrain services, including, but not limited to, any information obtained thereon. Your sole remedy against Imperialbrain for dissatisfaction with the Imperialbrain 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 Imperialbrain be liable with respect to the Imperialbrain 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 Imperialbrain 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 Imperialbrain has been advised of or is aware of the possibility of such damages. if, notwithstanding any other provisions of this agreement, Imperialbrain 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, Imperialbrain’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 Imperialbrain in the case of Imperialbrain and addressee 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, sub-licensable, subcontractable or conveyable by Vendor/Affiliate, either by operation of law or otherwise, without the express, prior, written consent of Imperialbrain 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 Imperialbrain shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Imperialbrain 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. Imperialbrain 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 the Imperialbrain. 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.