USER AGREEMENT

TERMS AND CONDITIONS FOR VENDORS


INTRODUCTION


Welcome to PROMPTEARN! This Vendor User Agreement outlines the terms and conditions under which Vendors may access and use PromptEarn's platform to list and sell their digital products. By signing up and registering as a Vendor, you agree to abide by these terms and be legally bound by this Agreement. Please read carefully!

OVERVIEW OF SERVICE

PromptEarn is a robust affiliate marketing platform designed to facilitate seamless online sales for a wide range of both physical and digital products. Our platform connects Vendors with Buyers through an efficient affiliate system, enabling Vendors to expand their reach and boost sales.

At PromptEarn, we prioritise creating a user-friendly experience that benefits all parties involved. Vendors can easily list their products, and Affiliates can advertise those products for a commission through our affiliate programs, while Buyers enjoy access to a diverse array of offerings.

For every purchase made by Buyers through our platform, PromptEarn receives a commission from the Vendors, fostering a mutually beneficial relationship. This system not only incentivizes Vendors to promote their products effectively but also rewards Affiliates who drive sales. By leveraging our platform, Vendors can maximise the marketing efforts of affiliates and increase their revenue while Buyers gain access to quality products through trusted affiliates.


DEFINITION AND INTERPRETATION

For the purpose of this User Agreement-Terms and Conditions for Vendors, unless the context otherwise requires, the following words or phrases shall have the following meanings ascribed herein;

  • "Vendor" means any individual or entity that puts up or lists its digital or physical product for sale on PromptEarn's marketplace.
  • "Affiliate" means an individual or entity that promotes PromptEarn's array of digital and physical products or services on PromptEarn's marketplace and refers buyers in exchange for commissions, subject to the terms of this User Agreement.
  • "Affiliate Program" means the program operated by PromptEarn, whereby Affiliates promote the Company's products and earn commissions on every Qualifying Purchase.
  • "Qualifying Purchase" means a successful sale of the products or service resulting directly from an Affiliate's referral link, subject to these terms and conditions.
  • "Buyer" means a customer who purchases a listed product on PromptEarn's marketplace through the verifiable Affiliate referral link.
  • "Product" means any digital intangible product listed for sale by the Vendor
  • "Annual Subscription Fee" means ₦15,000 (or its equivalent in dollars) exclusive of any tax or government charges.
  • "PromptEarn Fee" means 10 percent of the cost of the Product exclusive of any tax or government charges.
  • "Commission" means the percentage of the cost of the Product set by the Vendor that is payable to Affiliates for the sale of each unit of the Product.

ELIGIBILITY AND ACCEPTANCE

  • Vendors should be at least 18 years old and capable of entering a legally binding agreement.
  • Vendors must complete the registration process and provide accurate, complete information, including the details of the Product, contact information, and payment details.
  • After submitting your product, PromptEarn shall conduct a quality check to decide whether the Product submitted by the Vendor meets the required standards and list it on our website within 24 to 96 hours.
  • Vendors must pay an annual fee of ₦15,000 (or its equivalent in dollars) to subscribe to the platform and be able to list your Product on the PromptEarn marketplace.
  • PromptEarn reserves the right to accept or reject a Vendor's registration process and such decision will be communicated to the Vendor via email.

VENDOR RESPONSIBILITIES

  • Vendors shall list accurate, complete, and truthful descriptions of Products as misleading information, false advertising, or exaggerated claims are prohibited.
  • Vendors are responsible for setting their prices, ensuring product availability, and promptly updating any changes in inventory or pricing on the platform as well as setting the commission that goes to Affiliates for the sale of every unit of the Product. It is recommended that the commission be set as high as possible to encourage more sales.
  • Vendors agree to supply Products that meet industry standards and comply with all applicable laws and regulations.
  • Vendors shall provide prompt and satisfactory customer service, including handling inquiries, complaints, and refunds in accordance with PromptEarn's policies.

PROMPTEARN FEE AND PAYMENT TERMS

  • PromptEarn shall charge a 10 percent Fee on each sale, exclusive of any tax, government charges or any other assessment. This fee may be subject to change, with prior notice to the Vendor.
  • Vendors can make withdrawal requests every Saturday and payment shall be processed based on the total sales and paid on Sundays via a Nigerian bank deposit after deductions for commissions, fees, refunds, or chargebacks.
  • The Vendors decide on the percentage to set aside in commission for affiliates. However, we generally advise and make vendors pay reasonable commissions to the Affiliates to gear up interest in promoting their products.

REFUNDS

  • Where a customer requests a refund, any commissions earned on that sale will be deducted from the Vendor's balance.

INTELLECTUAL PROPERTY

  • Vendors grant PromptEarn a non-exclusive, royalty-free license to use, display, and modify any content submitted by the Vendor (e.g., product images and descriptions) for the purposes of promoting the Product submitted.
  • Vendors shall only list Products they have created or have the legal right to sell as unauthorized use of trademarks, copyrighted materials, or intellectual property of third parties is strictly prohibited.

WARRANTIES

  • Vendors warrant and represent that they have full authority and the requisite capacity to enter this Agreement and be bound by the Terms and Conditions herein.
  • Vendors warrant that they shall not misrepresent their identity, product quality, or pricing.
  • Vendors warrant that they shall not list or sell Products that violate any laws, regulations, or PromptEarn's marketplace policies.
  • Vendors warrant that all promotional materials and communications with customers are accurate and respectful of customer privacy in compliance with Data Protection Regulations.

TERMINATION

  • Vendors may terminate their account by providing written notice to PromptEarn.
  • PromptEarn reserves the right to suspend or terminate a Vendor's account for violations of this Agreement, illegal activity, or any action that may harm PromptEarn's reputation or operations.
  • Upon termination, the Vendor's listings will be removed from the platform, and any outstanding payments will be processed according to the regular payment schedule, less any deductions for fees, commissions, refunds or chargebacks.

CONFIDENTIALITY

  • Vendors agree to use reasonable care and diligence to safeguard all Confidential Information received from unauthorized disclosure and to keep any confidential information about PromptEarn, customers and affiliates private and not disclose it to third parties without explicit permission.
  • Vendors agree to be responsible for maintaining the security of their account credentials

INDEMNIFICATION

  • Vendors agree to indemnify and hold PromptEarn harmless from any claims, damages, or expenses resulting from the Vendor's breach of these Terms and Conditions or any wrongful conduct.

LIMITATION OF LIABILITY

  • PromptEarn shall not be liable for any indirect, special, or consequential damages, losses, or costs arising from the participation of the Vendors on PromptEarn's platform, or for the actions or misrepresentations of Vendors.

MODIFICATION OF TERMS

  • PromptEarn reserves the right to modify these Terms and Conditions at any time, provided that Vendors shall be notified of significant changes, and continued participation following such modifications constitutes acceptance of the new terms.

FORCE MAJEURE

  • PromptEarn shall not be deemed in default of its obligation to Vendors where such failure or delay in the performance of its obligations is due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, government regulations or orders, changes in law, strikes or labour disputes, widespread internet or telecommunications failures, denial of service attacks, cyberattacks, or other disruptions in digital infrastructure.
  • In the event of a Force Majeure Event, PromptEarn shall notify the general public in writing as soon as reasonably practicable, specifying the nature of the delay or failure, its anticipated duration, and all efforts being taken to avoid or mitigate its effects.

SEVERANCE

  • If any provision of this Terms and Conditions or part thereof shall be rendered void, illegal or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

DISPUTE RESOLUTION

  • Vendors agree to attempt in good faith, the settlement of any dispute arising from their participation on PromptEarn's Platform by Mediation with the designated or authorized representatives of PromptEarn.
  • Where parties are unable to resolve the dispute within thirty (30) days from the first meeting, then both Parties shall refer the dispute to Arbitration in accordance with the Arbitration and Conciliation Act (ACA), Cap A.18, Laws of the Federation of Nigeria 2004 or any amendment or reenactment thereof (the "ACA").
  • There shall be a single arbitrator appointed by the Chief Judge of the Lagos State High Court in accordance with the provisions of the ACA.
  • The decision of the Arbitrator shall be final and binding on the Parties and Parties undertake to comply with and to carry out any such arbitral award, fully and within thirty (30) days of the award or such other time as may be ordered by the Arbitrator.
  • Notwithstanding any dispute between the Parties, PromptEarn and the Affiliate shall continue to perform their due obligations under this Agreement and keep confidential all matters relating to the arbitration proceedings.

GOVERNING LAW

This Agreement shall in all respects be governed, construed and enforced in accordance with Nigerian Law, including all matters of construction, validity and performance.


By registering as a Vendor on PROMPTEARN, you acknowledge that you have read, understood, and agree to abide by these Terms and Conditions.