Terms & Conditions: Demand Creation, Link Sharing, and Agency Banking.

Hello and Welcome to ValuePlus Agency Limited (“ValuePlus”)!!!  

ValuePlus is a demand creation platform designed to enable businesses scale their business and reach their target audience through our network of ValuePlus agents. ValuePlus agents create demand for physical and digital products and agency banking transactions. We drive business growth and profitability while ensuring that our agents earn a side income and cash out same day, if necessary. 

This is a legal agreement between you and ValuePlus.

This agreement defines the terms of your participation as a marketer, link sharer, agency banker and a buyer on the ValuePlus’ Platform.

Please read the ValuePlus agreement (“the agreement”) before activating your account. By registering as a marketer, link sharer and agency banker on the ValuePlus Platform (“the Platform”) 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 marketer, link sharer, and agency banker on the ValuePlus Platform and you may not carry out any transactions on the ValuePlus Platform or earn commissions for promoting products on the ValuePlus Platform.

This agreement may be amended at any time by ValuePlus posting a revised version on our website. You agree that the revised version will be effective at the time it is posted. If the revised version includes any substantial changes, notice will be provided on the website at least thirty (30) days prior to implementing the substantial change.

  1. Buyer Benefits

    1. Platform Access: As a buyer, you will enjoy the ease of use and convenience of ValuePlus’ high-quality product Platform. Your purchases are backed by ValuePlus’ 30-day money back guarantee.[JI1] This refund guarantee also depends on the product vendor’s desired settings for that product. In the case where a particular product is not covered by a money back guarantee, ValuePlus will notify the potential buyer by putting a message on the sales/order page of the product.

  2. Vendor/Marketer benefits

    1. Platform Access: As a vendor/marketer, you will be able to experience the unparalleled advantages, convenience, and ease of the ValuePlus’ comprehensive marketing, hosting, advertising, sales, and tracking (“Platform”) for yourself, your marketers, and your customers.

    2. Services: ValuePlus may also offer other services (“services”), as described more fully herein and on the ValuePlus 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, 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. ValuePlus reserves the right in its sole discretion to add, delete, change, suspend or discontinue providing the Platform, services, and/or site to you at any time, and may impose limits on certain features and materials offered or restrict access to parts or the entire Platform, services, and/site without notice or liability.

    3. Other Benefits: ValuePlus may offer certain other benefits. As a vendor/marketer 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).

    4. ValuePlus events may be free or paid admission, open to the public or restricted to vendors/marketers. ValuePlus will endeavor at its discretion to provide discounted admissions, special sessions, opportunities to speak, or other options to vendors/marketers. In conclusion some of the ValuePlus benefits and services are free, while others might require an extra fee and ValuePlus may offer, remove, or change them at any time.

  3. Using ValuePlus

    1. In using ValuePlus you agree that ValuePlus and the ValuePlus Platform are private communities and ValuePlus reserves the right to provide service or refuse service to any buyer or user, or to accept or reject vendors/marketers on any basis, in its sole discretion.

      1. Becoming a User/Buyer

        1. Anyone may generally transact on the ValuePlus platform subject to these terms and conditions. Valid email addresses and phone numbers will be required for all users of the platform. ValuePlus reserves the right to refuse service to any person who in ValuePlus’ sole judgment seeks refunds without justification or with a high frequency (serial refunders).

        2. Users who repeatedly or consistently seek refunds on many products, particularly where those products have been reviewed and received good ratings may be deemed a serial refunder and refused further service. Any refunds outstanding will be provided and thereafter service will be refused to the account holder. In addition, ValuePlus provides a simple means of requesting refunds within the allowed money-back window for the purchased product and service. If a user refuses to follow ValuePlus’ approved procedures and the agreed-upon refund period for refunds, ValuePlus reserves the right to ban the user for life from future use of ValuePlus or the ValuePlus Platform as a user, vendor or marketer and such non-compliance shall be treated as waiver. In the case where a particular product is not covered by a money back guarantee, ValuePlus will notify the potential buyer by putting a message on the sales/order page of the product.

      2. Becoming a Vendor/Marketer/Agent

        1. You understand that ValuePlus and the ValuePlus Platform are private communities, and ValuePlus reserves the right to accept or reject vendors/marketers on any basis, in its sole discretion. To be eligible to become a vendor/marketer/agent on the ValuePlus Platform, you must complete an application to register and pay the required registration/signup fees. We will require you provide us with details sufficient for ValuePlus to determine if you qualify to be a vendor/marketer, 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 ValuePlus previously or ValuePlus reserves the right to reject your application.

        2. You understand and agree to provide only truthful information and to always keep such information current. If the information you provide to ValuePlus is inaccurate, it may result in delays in processing your application, and could result in ValuePlus not being able to pay you. If the information you provide is not truthful or cannot be verified, your application will be rejected. ValuePlus 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, ValuePlus shall not be liable for any action of the Vendor/marketer and reserves the right to seek appropriate legal redress.

      3. Getting approved as a marketer/agent:

        1. Prior to being able to earn a commission on any 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. Accordingly, you must fill in your ValuePlus application and profile form with truthful and complete information and meet all ValuePlus’ requirements to sign up as a vendor/marketer on ValuePlus, and ValuePlus 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.

  4. Vendors: Selling your products

    1. Content:

      1. As a vendor hereunder, you may submit one or more products for sale (“products”) via the ValuePlus Platform. 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.

      2. ValuePlus acts as a reseller for the vendors' products. That means that buyers are technically buying from ValuePlus and not directly from the vendor. You will however retain all rights and liabilities to your products except as provided herein.

      3. You understand that ValuePlus 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 ValuePlus might remove them from the Platform.

      4. ValuePlus 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) on the Platform.

    2. Pricing of Product(s):

      1. Vendors and only vendors may set the price (“sales price”) of their own products within the limits established by ValuePlus for minimum and/or maximum prices (“price limits”). As a vendor, you agree not to attempt to price any product submitted to the Platform outside of the current price limits in place at the time of submitting the product to the ValuePlus Platform. ValuePlus will post its current price limits prominently on the site. However, ValuePlus expressly reserves the right to set the "upper price limit” for the Platform as a whole, or on a per vendor basis. Vendors with Platform 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 ValuePlus’ discretion. You understand that as a vendor you are subject to the foregoing price limits unless you have been expressly notified in writing from ValuePlus. ValuePlus 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.

      2. Notwithstanding the foregoing price limits, ValuePlus 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 ValuePlus’ direct review (“price review”) which may include consideration of the vendor’s history in the Platform, 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 ValuePlus chooses. After such price review, ValuePlus’ decision as to whether to raise the upper price limit in any instance shall be final and made in its sole discretion. If ValuePlus chooses not to raise the price limit for a given product, vendor agrees that the product shall be offered in the Platform at a sales price below the upper price limit. ValuePlus 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.

      3. As a vendor, you understand and agree not to offer the same product listed on the ValuePlus Platform for a different price somewhere else. This includes your website. In situations where the vendor alters the price of a particular product listed on the ValuePlus Platform on the vendor's website, the vendor must inform ValuePlus to update the price on the ValuePlus website as well.

      4. ValuePlus 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 the ValuePlus Platform.

      5. ValuePlus may terminate any vendor who violates this provision repeatedly and the vendor shall be solely responsible for any liability that may result from such.

      6. The products must be original, and the vendor must hold all required copyrights of the product(s) and content to allow ValuePlus to sell the product(s). The product(s) must not relate to any illegal or immoral acts.

    3. Warranties

      1. Vendors warrant and represent that.

        1. They have the right and full authority to enter into this Agreement with ValuePlus.

        2. All their obligations under this Agreement are legal, valid, and binding obligations enforceable in law.

        3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement.

        4. They are an authorized business establishment and hold all the requisite permissions, authorities, approvals, and sanctions to conduct their business and to enter an arrangement with the ValuePlus.

        5. Shall always 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, Trademark and any other third party and that it has not violated/ infringed any intellectual property rights of any third party.

        6. They shall provide ValuePlus with copies of any document required by ValuePlus for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice.

        7. The complete product responsibility and liability shall solely rest with the 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 ValuePlus in this regard.

        8. They agree 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.

        9. They indemnify` and shall hold indemnified ValuePlus, 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 this clause reference to ValuePlus shall also include the Mobile Operators and such other agencies through whom ValuePlus shall make the Online Store available to the Customers.

    4. Other Conditions

      1. ValuePlus 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 ValuePlus to perform its obligations under this Agreement.

      2. This article shall survive the termination or expiration of this Agreement

      3. ValuePlus 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 because of the Products being in any way defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party.

      4. Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through ValuePlus Platform (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 ValuePlus shall not be liable for any claims, damages arising out of any negligence, misconduct, or misrepresentation by the Vendor or any of its representatives.

      5. The Vendor hereby agrees, confirms, and acknowledges that the Product is owned by the Vendor, or the Vendor has all requisite permissions to sell the Product, and that ValuePlus is merely a facilitator for sale of the Vendor’s Product. Therefore, ValuePlus is not responsible / liable for the Product, its design, its function, and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever.

  5. Marketers: promoting products for a commission

    1. As a marketer in the ValuePlus Platform, you:

      1. will have the opportunity to promote and make commissions on a wide variety of digital products offered via the state-of-the-art ValuePlus Platform. As described above, products offered through the ValuePlus Platform are provided by our vendors for sale by ValuePlus.

      2. are solely responsible for evaluating and selecting the vendors and product(s) you would like to promote, market, or advertise. However, you should understand and agree that ValuePlus is not responsible for the contents, accuracy, quality, usefulness, or any other aspects of any product, or any supplementary products.

      3. 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, ValuePlus 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.

  6. Use only respectful promotion practices:

    1. 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.

    2. 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.

    3. You further agree that in connection with products in the ValuePlus Platform, 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 violates any law or regulation.

    4. You understand and agree that your marketing and advertising efforts shall not state or suggest that you are in fact ValuePlus or representing ValuePlus or endorsed by ValuePlus 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 ValuePlus content (as defined herein) except as expressly permitted.

    5. 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 ValuePlus terminating your marketer account and seizing any commissions you have in your marketer balance without any warning whatsoever.

    6. ValuePlus 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 ValuePlus Platform with advertising for any such non-permitted products (including products not on the ValuePlus Platform).

    7. ValuePlus does not permit, and you agree not to tailor or direct any marketing or advertising for any product to children under the age of 18.

    8. 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 ValuePlus Platform. Marketing or advertising that provides, states, or implies any additional guarantee or warranty is expressly prohibited. ValuePlus may terminate any marketer who violates this provision, and the marketer shall be solely responsible for any liability that may result from such representation.

    9. You understand that ValuePlus will use commercially reasonable efforts to track purchases to accurately account for marketer 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 ValuePlus marketer information, any resulting sale will be credited to your ValuePlus account. ValuePlus does not permit, and you agree not to use any click jacking, cookie stuffing or other technological means of altering a ValuePlus visitor’s cookies in any way to obtain commissions or credit for sales for which you would otherwise not be entitled. ValuePlus reserves the right to determine who receives a marketer commission for any sale. ValuePlus also reserves the right to terminate, without notice, any marketer who in ValuePlus’ sole determination, has unacceptably manipulated the tracking of purchases or commissions.

  7. Amount of commission to be paid on product sales

    1. In exchange for their efforts in marketing and advertising products available in the ValuePlus Platform, marketers will earn a commission determined as a percentage of the sales price of any product (“marketer commission”) for sales resulting from those marketing and advertising efforts.

    2. A vendor can set the marketer commission for any product(s) from 1`% to 95%[JI1] . Proceeds of the sales for each product shall be paid as follows:

      1. The gross sales price less the amount designated as marketer commission shall be paid to the vendor.

      2. Marketer shall receive the amount designated as marketer commission in their ValuePlus wallet.

      3. Marketers are allowed to withdraw immediately their wallets are updated.

      4. All marketer withdrawals from their ValuePlus wallets will attract a 20% commission fee for ValuePlus.

      5. Marketers are allowed to initiate withdrawals immediately a sale is made and their ValuePlus wallet is credited.

    3. ValuePlus uses a smart tracking system to determine and track the end-to-end process on marketer commissions.

  8. Secure vendor/marketer access and communication

    1. Upon registration as a vendor or marketer, you will receive a ValuePlus id and password to login as a ValuePlus vendor/marketer, from which you can access the vendor/marketer resources (e.g., the ability to enter a new product, get marketer links, check sales and other history). Except as otherwise agreed or permitted by ValuePlus in writing, you may not share or transfer your id and secure password or access to the ValuePlus system in any way or with anyone. You are solely responsible for maintaining the confidentiality of your ValuePlus id and password and for any activity in connection with your account.

    2. It is also your responsibility to keep your phone number and primary email address up to date so that ValuePlus can communicate with you via emails, phone calls and SMS. You understand and agree that if ValuePlus 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 spam filter, or you are otherwise unable to receive email or messages, the electronic communication will be deemed to have been provided to you.

    3. You can update your primary email address or other contact information at any time by logging into your ValuePlus vendor dashboard. If your email address becomes invalid such that emails sent to you from ValuePlus are returned, we may deem your account to be inactive and your status as a vendor/marketer may be suspended or placed on hold until we receive a valid, working primary email address from you.

    4. Please note that 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 ValuePlus.

  9. Sales pages and promotional material.

    1. Contents of sales pages:

      1. The vendor is responsible for the content of the product sales page (“sales page”). You, the vendor, agree to provide all content to ValuePlus in the permitted or required format(s) as determined by ValuePlus 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, except as permitted by ValuePlus.

    2. Hosting

      1. You understand and agree that the sales page ("sales page”) promoting the content and/or products on the Platform will be hosted by ValuePlus on ValuePlus’ servers.

      2. ValuePlus will make the sales pages in the Platform 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. ValuePlus does not own or control the internet and shall have no responsibility or liability for any time(s) the Platform or specific sale pages are not accessible (i.e., “downtime”), even if your marketing and/or advertising efforts, product sales, or commissions are disrupted because of such downtime, and even if the downtime is a result of ValuePlus’ error or negligence.

    3. Claims on sales pages or promotions:

      1. Whether you are acting as a vendor or marketer for a product, ValuePlus 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 ValuePlus Platform, including any marketer advertising materials. Accordingly, you agree not to:

        1. Make any unsupported, misleading, or false claim about any content or product, or results that it can produce.

        2. Include any false or misleading testimonial, endorsement, or implied endorsement.

        3. 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.

  10. Signup fees, pay-outs and refundsand product refund policy:

    1. As a vendor, you agree that once placed in the ValuePlus Platform, sales of your product will be subject to a 30-day money-back guarantee from ValuePlus. Notwithstanding the foregoing, nothing in this agreement is intended to prevent or coerce a vendor from standing behind its own product or issuing its own separate independent resolution with a product purchaser outside of ValuePlus. Consistent with ValuePlus’ guarantee, purchasers are entitled to a 30-day refund period or depending on the product vendor's desired configuration for that product.

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

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

    4. Payment processing and signup fees:

      1. To facilitate the Platform, ValuePlus will connect with other third-party companies (including banks) to process all payments for all product purchases made through the ValuePlus Platform. Thus, you expressly grant permission to ValuePlus to sell your products, and to process payments received from the sale of your product(s) in the Platform. Please note that all signups whether as a vendor or marketer is completely free, and you are required to adhere all ValuePlus’ KYC processes to complete your signup.

    5. Payments to vendors/marketers:

      1. Except in instances of suspected fraud, a marketer will be credited his or her commission immediately a transaction is confirmed by ValuePlus as completed.

    6. Fraud investigation reserve period:

      1. Should ValuePlus or one of ValuePlus’ payment processors becomes aware of actual fraud, or suspected fraud in connection with any purchase or group of purchases related to your account, ValuePlus reserves the right to require a fraud investigation. If such an investigation is required, all earnings/commissions earned on any basis may be temporarily held pending the investigation, whether connected to the actual or suspected fraud. ValuePlus 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.

      2. Where a fraud investigation is initiated, the vendor/marketer 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.

      3. Any vendor/marketer that has actual or suspected fraudulent activity associated with one or more otherwise creditable or commission-earning sales should not assume that ValuePlus 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/marketer. Nonetheless, you understand and agree that you cannot be paid for an otherwise creditable or commission-earning sale, where ValuePlus will not be paid. Moreover, ValuePlus will comply with all legal requirements and will report all such activities to appropriate authorities.

      4. Where a vendor/marketer is believed to be directly or indirectly involved with fraudulent activity or attempted fraudulent activity in connection with the ValuePlus Platform, ValuePlus will pursue all available legal action against the vendor/marketer. In such circumstances, you agree that you will forfeit any balance in your account, and that ValuePlus may use any such funds to defray its costs of its investigation and any subsequent action partially or fully, including legal fees and costs.

  11. Relationship with ValuePlus:

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

  12. Intellectual Property

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

    2. 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 ValuePlus, 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.

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

    4. ValuePlus may provide html logos, ads, and other marketer content or tools or marketer programs (collectively “marketing materials”) for your use without prior written consent for the purpose of directing web traffic to the ValuePlus Platform, 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 ValuePlus or the Platform. You may not display them or use them in any manner that implies any sponsorship or endorsement from or by ValuePlus

    5. You agree not to decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the ValuePlus Platform, content, or services. you agree not to use your status as a vendor/marketer or your access to ValuePlus systems, Platform, 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 ValuePlus Platform, content, or services for its intended purpose. You further agree not to exploit the ValuePlus Platform, content, or services provided to you as a vendor/marketer in any unintended way, including but not limited to, by trespass, or burdening network capacity.

  13. Confidentiality and nondisclosure:

    1. You agree that any details or information about ValuePlus, the ValuePlus Platform, or the services disclosed by ValuePlus to you in connection with the Platform or services or your role as a vendor/marketer will be considered and referred to as “ValuePlus confidential information”. notwithstanding the foregoing, ValuePlus confidential information will not include:

      1. information that is generally and legitimately available to the public through no fault or breach of yours,

      2. information that is generally made available to the public by ValuePlus,

      3. information that is independently developed by you without the use of any ValuePlus confidential information, or

      4. information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation.

    2. Nondisclosure and Non-use:

      1. Unless otherwise expressly agreed or permitted in writing by ValuePlus, you agree not to disclose, publish, or disseminate any ValuePlus 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.

      2. Where you are required by law, regulation, or a valid binding order of a court of competent jurisdiction to disclose ValuePlus confidential information, you may make such disclosure, but only if you have provided ValuePlus ample notice of such requirement, such that ValuePlus can seek to limit the disclosure and/or seek confidential, protective treatment of such information.

  14. Amendments:

    1. ValuePlus 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/marketer and use of the ValuePlus Platform or service will indicate your acceptance of any additional terms.

  15. Representations and Warranties:

    1. You represent and warrant that:

      1. you have read this agreement in its entirety and will abide by its terms.

      2. you will not, by your product(s), sales page(s), or marketing or advertising directly or indirectly:

        1. violate any applicable laws, regulations, rules, or guidelines, including those of any Nigerian regulatory body, or any industry standards of the Nigerian government.

        2. disrupt, attack, interfere with, or cause delay or damage to the ValuePlus Platform or services or any data contained therein.

        3. attempt to gain unauthorized access to the ValuePlus site, content, or services, or to any other vendor/marketer account or dashboard; or any data contained therein.

        4. Attempt to or withdraw funds from ValuePlus to which you are not entitled.

        5. Divert another’s earnings/commissions to your ValuePlus account.

        6. Have a credit card transaction used in the ValuePlus Platform without proper verification of the card holder.

        7. Engage in fraud in connection with the ValuePlus Platform.

        8. Mirror, duplicate, frame or otherwise copy any product(s), sales page(s), ValuePlus content, or portion thereof, or any part of the ValuePlus services; or make public any nonpublic portion thereof.

        9. Reverse engineer the ValuePlus services or attempt to derive its source materials.

        10. Infringe any rights in any jurisdiction.

        11. Violate the right of privacy or publicity, or the moral rights of any person.

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

  16. Indemnification

    1. You agree to indemnify, defend, and hold harmless ValuePlus, its related parties and marketers, and their respective directors, officers, employees, and agents from and against 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 clarity, such actions include regulatory enforcement actions.

    2. Upon receiving notice of a claim or action for which ValuePlus is entitled to indemnification under this section, ValuePlus shall:

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

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

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

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

  17. Term and termination:

    1. ValuePlus may terminate or suspend you as a vendor/marketer at any time in its sole discretion. If ValuePlus terminates you as a vendor/marketer, ValuePlus reserves the right to deny any future application to participate as a vendor/marketer 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.

    2. You may terminate your status as a vendor/marketer at any time, for any reason, by notifying ValuePlus 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 ValuePlus dashboard, to create or submit new products to the Platform, 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.

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

  18. No warranties are made:

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

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

  19. Disclaimer of liability:

    1. To the extent not prohibited by law, under no circumstances shall ValuePlus be liable with respect to the ValuePlus 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 ValuePlus Platform, 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 ValuePlus has been advised of or is aware of the possibility of such damages. Notwithstanding any other provisions of this agreement, ValuePlus 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, ValuePlus’ entire liability for direct damages under this agreement shall be limited.

  20. Miscellaneous

    1. Severability:

      1. 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.

    2. Arbitration

      1. 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.

      2. 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.

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

      4. The award of the arbitrator or arbitrators shall be final and binding on the parties.

    3. Jurisdiction and Governing law

      1. The obligations, performance, interpretation, and contents shall be governed by Nigerian law.

    4. Notices

      1. 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 ValuePlus in the case of ValuePlus and addressee submitted by vendors/marketers where the notice to vendors/marketers

    5. Entire Agreement

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

    6. Assignment

      1. Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor/Marketer, either by operation of law or otherwise, without the express, prior, written consent of ValuePlus signed by an authorized representative of such Party.

    7. Confidentiality:

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

      2. The said information shall not be used by the Vendor/Marketer 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/Marketer agrees that ValuePlus 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. ValuePlus shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

    8. Relationship of Parties

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

    9. Waiver and Amendment

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

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