Buyer, Vendor and Affiliate Agreement

Welcome to BraiWeb™! BraiWeb™ provides a premium online marketplace for hosting, advertising, marketing, and sales of high-quality digital products. Our platform is dedicated to showcasing and facilitating the sale of only the finest products.

This legal agreement, hereinafter referred to as the “Agreement,” outlines the terms governing your engagement as a buyer or registered vendor/affiliate on the BraiWeb™ platform.

Kindly review this Agreement carefully before activating your account. By registering as a vendor/affiliate on the BraiWeb™ platform and clicking “agree,” you hereby acknowledge and accept all the terms contained herein. Should you dissent from any provision of this Agreement, your eligibility to register or participate as a vendor/affiliate on the BraiWeb™ platform will be forfeited. Subsequently, you shall be ineligible to make purchases from the BraiWeb™ marketplace, offer any products for sale through the BraiWeb™ platform, or earn commissions for promoting products within the marketplace.

This Agreement is subject to modification at any time, with BraiWeb™ effecting such changes through posting revised versions on our website. Your agreement to the revised version is implicit upon its posting. Should substantial changes be incorporated into the revised version, BraiWeb™ commits to notifying you via our website at least thirty (30) days before implementing said changes.

1. Buyer Benefits

Marketplace Access: As a buyer, you gain access to BraiWeb’s user-friendly and convenient marketplace for premium digital products. All your purchases are backed by BraiWeb’s 30-Day money back guarantee. Should the received product differ from your order or fail to correspond with the product description on the sales page, a 30-day window is afforded for a refund request.

1a) Vendor/Affiliate Benefits

Marketplace Access: As a vendor/affiliate, you can experience the unparalleled benefits, convenience, and ease of BraiWeb’s comprehensive marketing, hosting, advertising, sales, and tracking platform – referred to hereinafter as the “Marketplace.” This extends to you, your affiliates, and customers.

Services: BraiWeb™ may also extend additional services (“services”) as outlined more comprehensively herein and on the BraiWeb™ website or vendor web pages (collectively, the “Site”). Some of these services may be optional or subject to extra payment. Services encompass, but are not restricted to, advertisement services (including featured listings and market “bumps”), enhanced marketing services (such as split testing, tracking, and reporting), improved product placement, and more. BraiWeb™ retains the right, at its sole discretion, to append, remove, alter, suspend, or terminate provision of the Marketplace, services, and/or Site to you, imposing restrictions on specific features or materials offered or limiting your access to portions or the entirety of the Marketplace, services, and/or Site without prior notice or incurring liability.

Other Benefits: BraiWeb™ may extend other benefits. As a vendor/affiliate, you could avail opportunities to attend live events, conferences, seminars, technical workshops, or other occasions (including online or on-air broadcasts or recordings of these events), collectively denominated as “BraiWeb™ Events.”

Attendance to BraiWeb™ Events may be open, free, or involve paid admission, and may be accessible to the public or restricted to vendors/affiliates. BraiWeb™, at its discretion, may provide discounted admissions, special sessions, speaking opportunities, or alternative options to vendors/affiliates. It is essential to clarify that while certain BraiWeb™ features, benefits, and services are complimentary, others may necessitate supplementary fees, and BraiWeb™ retains the prerogative to introduce, eliminate, or modify these offerings at its discretion.

2. Utilizing BraiWeb™

You acknowledge and concur that BraiWeb™ and the BraiWeb™ platform function as private communities, entitling BraiWeb™ to exercise the right of rendering or refusing service to any buyer, user, or to accept or reject vendors/affiliates at its sole discretion.

a. Becoming a User/Buyer

Purchases from BraiWeb™ are open to all, subject to adherence to these terms and conditions. For purchases, valid email addresses and phone numbers are prerequisites. BraiWeb™ reserves the prerogative to decline service to individuals whom, in BraiWeb’s exclusive assessment, make unwarranted refund requests or exhibit a pattern of frequent refund requests (“serial refunders”). Instances of buyers habitually or consistently seeking refunds for numerous acquired products, particularly those that have garnered positive reviews, may be construed as serial refunding, warranting a denial of further service. Furthermore, BraiWeb™ has established a streamlined procedure for refund requests during the allowable money-back period for purchased products. Failure to adhere to BraiWeb’s approved protocols and stipulated refund timeframe grants BraiWeb™ the right to permanently prohibit said buyer from future engagement with BraiWeb™ – be it as a buyer, vendor, or affiliate. In instances where specific products fall outside the ambit of BraiWeb’s 30-Day money back guarantee, prospective buyers shall be duly notified through a message displayed on the product’s sales/order page.

b. Becoming a Vendor/Affiliate

It is imperative to recognize that BraiWeb™ and the BraiWeb™ platform function as private communities, empowering BraiWeb™ to exercise the prerogative of accepting or declining vendors/affiliates at its sole discretion. Eligibility for vendor/affiliate status on the BraiWeb™ platform necessitates the completion of an application, coupled with requisite registration/signup fees. Essential details must be provided for BraiWeb’s evaluation of vendor/affiliate qualification and acceptability. To be deemed eligible, applicants must be at least 18 years of age, furnish authentic identification information including legal name and verifiable contact details. Prospective vendors/affiliates must not have been subject to prior bans or service denials by BraiWeb™. You hereby acknowledge the obligation to furnish accurate, current, and truthful information and undertake to maintain the veracity of such information throughout the engagement. Any misinformation or inability to verify provided information may lead to delays in processing your application and, in more severe cases, hinder BraiWeb’s ability to remunerate you. False or unverifiable information warrants application rejection. BraiWeb™ retains the prerogative to reject or terminate new or existing accounts for any reason, at its sole discretion and without obligation to provide a rationale. In the event of deliberate misrepresentation or provision of inaccurate information, in addition to the provisions herein, BraiWeb™ absolves itself of liability for actions taken by the Vendor/affiliate and retains the right to pursue appropriate legal remedies.

Approval as an Affiliate:

In order to commence commission earning on specific products, your acceptance of these terms and conditions is required, alongside, in certain cases, the vendor’s approval before product promotion or commission accrual. This necessitates the completion of the BraiWeb™ application and profile form with accurate and complete details, as well as payment of the requisite registration fee for vendor/affiliate registration on BraiWeb™. BraiWeb™ reserves the right to accept or reject any member account in its sole discretion, with misinformation or inaccuracy being sufficient grounds for the denial of earned commissions.

3. Vendors: Offering Your Products

Content Submission: As a vendor under this Agreement, you possess the privilege to present one or more products (“products”) for sale through the BraiWeb™ platform. These products encompass various forms of digital content (textual, auditory, visual, etc.) referred to as “Content,” tailored to suit the nature of your offerings. It is imperative that all digital products and content are suitable for digital distribution.

BraiWeb™ as Reseller: It is important to note that BraiWeb™ serves as a reseller for vendor products. In this context, buyers transact with BraiWeb™ and not directly with the vendor. However, it remains clear that you retain all rights and responsibilities associated with your products, except as explicitly stipulated herein.

You acknowledge that BraiWeb™ reserves the prerogative to scrutinize your products or content for completeness, accuracy, quality, marketability, and related factors. As a vendor, you are responsible for submitting products of utmost quality, complete accuracy, and content that aligns truthfully with what is advertised on your sales page. Failure to meet these standards may result in the removal of such products from the BraiWeb™ marketplace. BraiWeb™ reserves the authority to reject any product(s) for reasons it deems fit, and this decision rests solely within its discretion. It is to your advantage to ensure the superior quality of your product(s). Notably, each product will be subject to reviews and/or ratings from purchasers, prominently displayed for potential buyers within the marketplace.

i) Permissible Product(s):

BraiWeb™ strictly prohibits the submission of product(s) or content that is pornographic, offensive, pertains to pyramid schemes, multi-level marketing (MLM), or any illegal activities. This prohibition extends to materials that infringe upon another’s copyrights, trademarks, trade dress, trade secrets, rights of publicity, privacy, moral rights, or any other legal rights. BraiWeb™ exercises unfettered discretion and explicitly retains the right to remove any products, content, or material that violates these criteria from the marketplace, without prior notice or compensation to you. You acknowledge that any fees paid for advertising or other purposes related to the removed products, content, or material will not be refunded. Additionally, you accept full accountability for any damages incurred by BraiWeb™ or its customers due to your submission or inclusion of such prohibited products, content, or material within the marketplace.

To qualify for inclusion within the BraiWeb™ marketplace, your products must be original in nature. The utilization of private label rights (“PLR”) material as the basis for a product is proscribed. PLR materials may, however, be presented as complimentary bonuses accompanying a product, but not constitute the product itself. BraiWeb™ maintains the authority to reject any product or remove any product it deems lacking in sufficient originality. It is your obligation to hold all requisite rights, including copyrights, for all content within your product(s) to enable BraiWeb™ to vend said product. This includes cover images, music, and all other content encompassed within the product(s), extending to background music in recorded audio or video products. In addition to the licenses granted elsewhere in this Agreement, you hereby grant BraiWeb™ a limited license to resell your products and process related payments. Compensation for your products will be rendered in accordance with the stipulations outlined herein. Failure to comply with the aforementioned obligations shall not absolve you of liability, even if BraiWeb™ does not raise concerns at the time of submission.

ii) Product Pricing:

Exclusively vendors are empowered to establish the price (“sales price”) for their products within the boundaries delineated by BraiWeb™ as minimum and/or maximum price limits (“price limits”). As a vendor, you pledge not to endeavor to set a product price outside the prevailing price limits at the time of submitting the product to the BraiWeb™ marketplace. Current price limits will be conspicuously displayed on the BraiWeb™ platform. Presently, the “lower price limit” stands at $50, while the “upper price limit” is $900 for any products presented for sale on the marketplace. Nevertheless, BraiWeb™ expressly retains the authority to set the “upper price limit” either for the marketplace as a whole or on a per-vendor basis. Vendors with a distinguished track record within the marketplace, including factors such as reduced refund rates, favorable purchaser reviews, elevated ratings, and a longer duration of engagement, may enjoy enhanced flexibility in pricing their products, as deemed fit by BraiWeb™. It is understood that as a vendor, you shall adhere to the aforementioned price limits, except when expressly notified in writing by BraiWeb™. Petitions for a price limit increase will be evaluated on a case-by-case basis and are subject to BraiWeb™’s discretion, with the power to approve or decline the request.

4. Affiliates: Facilitating Product Promotion for Commission

Affiliate Role: As an affiliate participating in the BraiWeb™ marketplace, you have the privilege of promoting and earning commissions on an extensive array of digital products accessible through the advanced BraiWeb™ platform. It is crucial to recognize that products presented within the BraiWeb™ marketplace are provided by vendors for sale through BraiWeb™.

Affiliate Product Selection: In the capacity of an affiliate, you assume full responsibility for the assessment and selection of vendors and products you intend to endorse or publicize. BraiWeb™ is committed to maintaining an elevated standard of quality within the marketplace, sustained through its distinct review mechanism. This sets BraiWeb™ apart from other platforms where products may not undergo scrutiny and are subject to uncertainty.

Nonetheless, you acknowledge and agree that BraiWeb™ does not assume responsibility for the content, accuracy, quality, utility, or any other facets of any product, including associated auxiliary products.

Marketing Costs and Practices: It is understood that you are exclusively liable for any costs incurred in marketing, advertising, or promotional endeavors, encompassing any materials you opt to develop for marketing purposes. This financial responsibility applies irrespective of whether your marketing initiatives culminate in successful sales. Importantly, BraiWeb™ does not provide legal advice or review of your advertisements, rendering you solely accountable for the content of your promotional activities and any ensuing legal implications.

Ethical Promotion Principles: You commit to employing only ethical and lawful promotional practices. This necessitates the exclusion of any marketing or advertising materials containing illegal content, encompassing copyright or trademark violations, trade secrets, right of publicity, privacy infringements, or any other rights, including moral rights and rights of attribution. Moreover, your advertisements and promotions must accurately represent the product(s) without employing hyperbole or exaggeration, thereby maintaining truthful representation.

You further undertake not to engage in marketing or advertising methods that employ illegal strategies, including unsolicited emails or SMS, false or deceptive advertising, or claims that contravene permissible statements concerning earnings or product attributes, thereby infringing on established laws and regulations.

Affiliate Identity and Representation: You comprehend and assent that your marketing and advertising efforts must refrain from indicating or implying any association with BraiWeb™, representing BraiWeb™, or possessing BraiWeb™’s endorsement. Your promotional endeavors must refrain from utilizing BraiWeb™’s content (as defined herein) unless explicitly permitted.

Furthermore, you undertake not to personalize or represent yourself as the vendor of the promoted product within your marketing or advertising materials. Any attempt to impersonate the vendor may result in BraiWeb™ terminating your affiliate account, potentially leading to the forfeiture of accumulated commissions, without prior notification.

Restricted Product Categories: BraiWeb™ strictly prohibits the promotion, marketing, or advertising of pornographic content, pyramid schemes, and multi-level marketing (MLM) products. Combining advertising for products available on the BraiWeb™ platform with the promotion of non-permissible products (including those not listed on the BraiWeb™ marketplace) is not permissible.

Guarantees and Claims: You pledge not to assert or imply any guarantees or warranties concerning the product beyond those explicitly offered through the BraiWeb™ marketplace. Any marketing or advertising that conveys, insinuates, or suggests additional guarantees or warranties beyond the defined terms is expressly disallowed. Violation of this provision may result in the termination of your affiliate status, with the affiliate bearing full responsibility for any ensuing legal consequences.

Accurate Tracking and Commissions: You acknowledge that BraiWeb™ will employ commercially reasonable means to track purchases accurately, ensuring the precise computation of affiliate commissions. Appropriate tracking mechanisms, such as tracking codes and cookies, will be deployed as required. Upon the viewing or engagement with your advertisement, featuring your BraiWeb™ affiliate information, any ensuing sale will be credited to your account. Any manipulation of tracking mechanisms, including click jacking or cookie stuffing, to illicitly obtain commissions or sales credit is explicitly prohibited.

In essence, BraiWeb™ maintains the right to identify the rightful recipient of an affiliate commission for specific sales. BraiWeb™ reserves the prerogative to terminate any affiliate who is determined, in BraiWeb™’s sole judgment, to have inappropriately manipulated purchase or commission tracking.

Additionally, it is vital to acknowledge that vendors and BraiWeb™ retain the authority to block affiliates with a history of excessive refunded transactions or subpar traffic quality. Furthermore, certain product promotions on the BraiWeb™ platform may necessitate prior affiliate application, thereby demanding proactive engagement.

Ultimately, it remains your responsibility to select suitable products for endorsement within our marketplace. While BraiWeb™ strives to uphold exceptional product quality on our platform, we make no absolute guarantee or representation in this regard. Ethical promotional practices (free from spamming or cookie manipulation) are expected, ensuring accurate product representation without undue exaggeration.

5. Commission Structure for Product Sales

Affiliate Compensation: In recognition of your promotional and advertising endeavors for products available within the BraiWeb™ marketplace, affiliates shall earn a commission, calculated as a percentage of the sales price of each product (“affiliate commission”) for sales generated through said marketing activities.

Vendor-Set Commission Rates: Vendors have the prerogative to establish the affiliate commission rate for their product(s), ranging from 25% to 95%. The distribution of sales proceeds for each product is structured as follows: Gross sales price is first subject to deductions for BraiWeb™ fees, after which the affiliate commission is applied. Any remaining balance subsequent to deducting BraiWeb™ fees and affiliate commission shall be remitted to the product vendor.

Accurate Commission Tracking: BraiWeb™ employs a robust tracking system to ascertain the affiliate responsible for referring a sale and, consequently, entitled to a commission.

Consequently, affiliates receive compensation for their promotional efforts, with the precise commission structure for each product being established by the respective vendor. Following the deduction of affiliate commissions and BraiWeb™ fees, the residual proceeds are transferred to the vendor.

BraiWeb™’s sophisticated tracking system is instrumental in reliably tracing affiliate commissions.

6. Secured Vendor/Affiliate Access and Communication

Individualized Access: Upon registration as a vendor or affiliate, you shall be issued a distinctive BraiWeb™ ID and secure password, facilitating your login as a BraiWeb™ vendor or affiliate. This grants access to a range of vendor or affiliate resources, encompassing tasks such as product submission, obtaining affiliate links, reviewing sales history, and other pertinent functions. It is pivotal to observe that, unless stipulated otherwise in written agreement or as permitted by BraiWeb™, sharing, transferring, or disseminating your BraiWeb™ ID, secure password, or access to the BraiWeb™ system in any manner or to any entity is strictly prohibited. You assume full responsibility for safeguarding the confidentiality of your BraiWeb™ ID and password, along with any activity conducted in connection with your account.

Up-to-Date Contact Information: Maintaining the accuracy of your primary email address and phone number is imperative, enabling effective communication between you and BraiWeb™ via email, phone calls, and SMS. You acknowledge that if BraiWeb™ dispatches an electronic communication that you fail to receive due to an erroneous, outdated, or inaccessible primary email address, the electronic communication will be deemed as delivered, notwithstanding your receipt. It is within your purview to update your primary email address and other contact details through the BraiWeb™ vendor dashboard at any time. In the event that your email address becomes inoperable, leading to the return of emails from BraiWeb™, your account may be classified as inactive, potentially prompting the suspension or temporary hold of your vendor or affiliate status until a valid, operational email address is provided.

In summary, your login access is personalized and confidential, warranting your vigilance in its preservation. Correspondence from BraiWeb™ may be disseminated via email or SMS, underscoring the significance of maintaining accurate contact details.

7. Sales Pages and Promotional Material

Sales Page Contents: The responsibility for the content of the product sales page (“sales page”) lies with the vendor. As a vendor on the BraiWeb™ platform, you undertake to furnish all necessary content to BraiWeb™ in formats authorized or mandated by BraiWeb™. This content shall be submitted through the vendor dashboard in the formats stipulated. It’s important to note that vendors do not possess direct authorization to modify any sales page content.

Hosting: Acknowledging that the sales pages promoting products on the marketplace will be hosted on BraiWeb™’s servers, you understand and accept that BraiWeb™ will provide access to these sales pages on the internet. BraiWeb™ is committed to exerting commercially reasonable efforts to uphold the availability (uptime) of these sales pages for the general public. However, it’s imperative to recognize that no absolute guarantees of uninterrupted uptime are made. BraiWeb™ lacks ownership or control over the internet and, consequently, holds no responsibility or liability for instances of unavailability or downtime, even if such instances affect marketing, advertising, product sales, or commissions. This applies even in cases of error or negligence on the part of BraiWeb™.

Claims on Sales Pages or Promotions: BraiWeb™ places a stringent prohibition on the inclusion of false or misleading claims within product(s), sales pages, or advertisements, encompassing sales copy and other marketing materials pertaining to products within the BraiWeb™ marketplace, including affiliate advertising materials.

You are explicitly prohibited from engaging in the following actions:

1. Making unsupported, deceptive, or false assertions about the content, product, or the outcomes it can deliver.
2. Incorporating any testimonials, endorsements, or implied endorsements that are false or misleading. As a vendor, you are obligated to disclose any significant connections between endorsers of your product and yourself. Similarly, as an affiliate, you must disclose any significant connections between endorsers of a product you are promoting and the product provider. Any compensation given to reviewers or endorsers of your product must also be disclosed.
3. Failing to include necessary disclaimers or statements to ensure the authenticity and accuracy of your claims, or to prevent your advertising from becoming deceptive or misleading.
4. Offering suggestions or claims regarding income amounts or earnings that are unsubstantiated, typical, or anticipated for purchasers.

8. Signup Fees, Payouts, Refunds, and Product Refund Policy

Vendor Product Refund Policy: Vendors on the BraiWeb™ platform agree that once their products are listed in the marketplace, such products will be subject to a 30-day money-back guarantee facilitated by BraiWeb™.

Aligned with BraiWeb™’s guarantee, purchasers are entitled to a 30-day refund window, contingent upon the specific refund policy set by the product vendor.

High Refund History and Restrictions: Entities with an elevated history of refunds, encompassing buyers, affiliates, and vendors, may face restrictions or bans on purchasing, selling, or promoting products within the marketplace.

Refunds Beyond Guarantee Period: BraiWeb™ retains the prerogative to, on occasion and at its exclusive discretion, authorize refunds outside the stipulated product money-back guarantee period.

Payment Processing and Fees: To facilitate marketplace transactions, BraiWeb™ will collaborate with third-party entities, including banks, to process payments for all product acquisitions within the BraiWeb™ marketplace. Consequently, you expressly grant BraiWeb™ the authority to execute the sale of your products and process payments derived from the sale of your product(s) within the marketplace. In return for the services provided by BraiWeb™, you commit to paying the specified transaction or processing fees (“BraiWeb™ fees”). Currently, the prevailing BraiWeb™ fees are as follows:

• For Affiliates: Every affiliate is mandated to register on BraiWeb™ by remitting a non-refundable annual fee of $20 for affiliate maintenance to BraiWeb™. This sum is debited once per annum by BraiWeb™.

• For Vendors: All vendors are required to complete their registration on BraiWeb™ by submitting a non-refundable fee of $50, thus initiating their capability to sell products. Similarly, this fee is payable once per year. In addition, BraiWeb™ enforces a commission rate of 10% per sale on all vendor products. It is pertinent to note that these BraiWeb™ fees may be subject to modification, and such adjustments will be duly communicated to vendors and affiliates.

Vendor and Affiliate Payment Schedule: With regards to payment disbursement, affiliates can anticipate receiving their commissions once a week, while vendors are scheduled to receive payments twice a month.

At present, payment receipts are facilitated through Tanzanian bank accounts; however, BraiWeb™ remains dedicated to expanding its array of payment methods. Affiliates are required to maintain a minimum balance of $20 within their BraiWeb™ account to qualify for weekly disbursement.

Affiliate First-Sale Exception: A notable exception pertains to affiliates not receiving commissions from their initial sale for each product they promote. This precautionary measure is intended to thwart instances of affiliate “fraud,” wherein an affiliate exploits the system by procuring an instant discount (represented by their affiliate commission) through the acquisition of a product using their own affiliate link. BraiWeb™ seeks committed affiliates who offer genuine value to both vendors and customers, in addition to BraiWeb™ itself. From the second sale onward, standard affiliate commissions will be established. Affiliates intending to generate just one sale per promoted product are advised not to sign up as affiliates.

In situations of unusual activity, a surge in transaction volume, or the activation of security filters, BraiWeb™ reserves the authority to prolong the reserve period beyond the typical 10-day duration, pending a manual assessment of recent account activity. This extension is usually of short duration and is deemed necessary to investigate and resolve any concerns arising from anomalous activity.

BraiWeb™ is committed to maintaining minimal reserves or holdbacks on processed payments, typically releasing funds to vendors and affiliates within 10 days of a sale. In scenarios characterized by unusual activity, sudden spikes in transaction volume, or any specific transactions that trigger security measures, BraiWeb™ reserves the prerogative to extend the withholding period until an administrative review of recent account activity is conducted. Typically, this extended period is brief and concluded within a few days.

Fraud Investigation Reserve Period: In the event that BraiWeb™ or its payment processors become privy to actual or suspected fraudulent activities linked to a purchase or group of purchases connected to your account, BraiWeb™ reserves the right to initiate a fraud investigation. Should such an investigation be deemed necessary, any and all earnings or commissions accumulated on any basis may be temporarily retained pending the investigation. This applies regardless of whether the earnings or commissions are directly linked to the alleged fraud. BraiWeb™ undertakes reasonable efforts to minimize the extent of earnings or commissions held, based on a comprehensive risk assessment. Fraud may be associated with debit cards, traffic anomalies, tracking irregularities, or other grounds.

During a fraud investigation, vendors and affiliates may be required to furnish additional information. Cooperation with such investigations is obligatory, conducted in a reasonable and transparent manner. The outcomes of the investigation will be communicated, inclusive of a comprehensive breakdown of the account’s status and any due earnings or commissions.

In instances where fraudulent activity is suspected or verified, it should not be presumed that BraiWeb™ suspects the vendor or affiliate. Instances of stolen debit cards, fabricated debit cards, and other scams are prevalent on the internet, with no direct correlation to the vendor or affiliate. Notwithstanding, you acknowledge and consent to the fact that you cannot be remunerated for any otherwise justifiable sale or commission in cases where BraiWeb™ is not compensated. BraiWeb™ adheres to all legal requisites and shall report such activities to the relevant authorities. Should a vendor or affiliate be directly or indirectly implicated in fraudulent endeavors or attempted fraudulent actions associated with the BraiWeb™ marketplace, BraiWeb™ will employ all available legal avenues to address the matter. In such circumstances, any balance held within the account will be forfeited, with BraiWeb™ employing said funds to offset the costs incurred during the investigation and any subsequent legal proceedings, encompassing legal fees and costs.

Affiliate Signup and Maintenance Fee: $20/year Vendor Signup and Maintenance Fee: $ 50/year Additionally, BraiWeb™ enforces a commission of 10% per sale on all vendor products.

Release of Funds and Reserve Period: Funds accrued from vendors and affiliates will be disbursed approximately three days subsequent to the expiration of the refund period. Therefore, the release of these funds is contingent upon the satisfaction of this temporal requirement.

In circumstances marked by the detection of unusual activity within your account or the activation of security filters, the reserve period may be prolonged to facilitate an administrative evaluation of recent account activity.

9. Relationship with BraiWeb™:

By assuming the role of a vendor or affiliate, you explicitly acknowledge and consent that your affiliation with BraiWeb™ does not establish a legal partnership, joint venture, or agency relationship between you and BraiWeb™. Neither party, whether you or BraiWeb™, is to be construed as a partner, joint venturer, agent, or possessing the authority to obligate or bind the other party. Any assertion to the contrary is prohibited. Vendors are to recognize that they are granting BraiWeb™ the authorization to vend the product(s) or content they list within the marketplace. In this context, BraiWeb™ functions as a licensee, or at most, a distributor of your product(s) or content.

10. Intellectual Property:

The BraiWeb™ marketplace, website, and its encompassing content (“BraiWeb™ Content”) are protected under copyright and other intellectual property laws. Ownership of all rights, titles, and interests related to the BraiWeb™ Content remains vested in BraiWeb™. With the exception of rights expressly delineated herein, no other rights or licenses are either granted or implied in relation to any BraiWeb™ intellectual property, including technology integral to the BraiWeb™ marketplace and services. The technology and any content derived from the aforementioned remain the exclusive property of BraiWeb™.

It is obligatory to uphold all notices, licensing information, and restrictions outlined in this agreement. Unless specifically sanctioned herein or authorized within a separate agreement with BraiWeb™, you are precluded from modifying, publishing, networking, leasing, transmitting, selling, reproducing, creating derivative works, redistributing, performing, displaying, or exploiting any of the aforementioned, either in entirety or in part.

The designations “BraiWeb™,” “BraiWeb™ marketplace,” and any associated logos and trademarks are the property of BraiWeb Technologies Ltd. Consequently, the usage, imitation, or reproduction of these without prior written consent from BraiWeb™ is prohibited. Service marks, trademarks, and trade dress such as page designs, headers, custom graphics, button icons, and scripts associated with BraiWeb™ remain under its ownership. Utilization of these elements without express written consent is likewise forbidden.

BraiWeb™ may provide HTML logos, ads, and other affiliate content or tools, collectively referred to as “marketing materials,” for your utilization. These marketing materials serve the purpose of directing web traffic to the BraiWeb™ marketplace, services, or specific product sales pages. Altering, modifying, or changing these marketing materials in any manner is proscribed. Their usage should not imply any sponsorship or endorsement by BraiWeb™ and must not be utilized in a disparaging manner.

Engaging in activities such as decompiling, reverse engineering, disassembling, or attempting to derive the source code of any software or security components forming part of the BraiWeb™ marketplace, content, or services is strictly forbidden. Employing your status as a vendor or affiliate, or accessing BraiWeb™ systems, marketplace, content, or services for unlawful purposes, tampering with security measures, or enabling others to do so, is in violation of this agreement. The usage of the BraiWeb™ marketplace, content, or services is permissible solely for vendor-related activities. Any utilization outside this scope, which burdens network capacity or trespasses upon the marketplace, content, or services, is considered unauthorized.

In essence, BraiWeb™ retains the copyrights and trademarks associated with its platform and technology, necessitating your compliance and consent before usage.

11. Confidentiality and Non-Disclosure:

In accordance with this section, any information or details disclosed by BraiWeb™ in connection with the marketplace, services, or your role as a vendor or affiliate is categorized as “BraiWeb™ Confidential Information.” However, this classification does not encompass:

• Information publicly accessible and legitimately so, without your breach or negligence.
• Information made accessible to the public by BraiWeb™.
• Information autonomously developed by you, devoid of BraiWeb™ Confidential Information.
• Information obtained from a third party with the legitimate right to disclose it to you without limitations.

Maintaining the confidentiality and non-disclosure of BraiWeb™ Confidential Information is mandatory. Disclosing, publishing, or disseminating such information to entities beyond your employees and contractors within the same entity is restricted, and this is subject to your responsibility not to contravene the provisions outlined in this agreement.

In cases where legal obligations stipulate the disclosure of BraiWeb™ Confidential Information, you are permitted to make such disclosures. However, this is only permissible after furnishing adequate notice to BraiWeb™, allowing for measures to limit the extent of disclosure and seek protective treatment for the information.

12. Additions:

BraiWeb™ reserves the prerogative, at its discretion, to effect modifications to this agreement, which may include the inclusion of new terms, regulations, policies, and conditions (“Additional Terms”). Any such Additional Terms are herewith incorporated into this agreement via reference. The continuation of your role as a vendor or affiliate, as well as your utilization of the BraiWeb™ marketplace or services, signifies your acceptance of any such Additional Terms.

13. Representations and Warranties:

You hereby affirm and guarantee that:

a. You have perused this agreement in its entirety and pledge to adhere to its stipulations. b. Neither you nor your product(s), sales page(s), marketing, or advertising activities, whether present or future, directly or indirectly: (i) Violate any pertinent laws, regulations, rules, or guidelines, including those established by Tanzanian regulatory bodies, or the industry standards of the Tanzanian government. (ii) Disrupt, attack, interfere with, delay, or cause harm to the BraiWeb™ marketplace, services, or any data therein. (iii) Attempt unauthorized access to the BraiWeb™ site, content, services, or any other vendor or affiliate account or dashboard, or the data contained therein. (iv) Engage in activities encompassing but not limited to: (a) Withdrawing funds from BraiWeb™ to which you lack entitlement. (b) Redirecting another individual’s earnings or commissions to your BraiWeb™ account. (c) Utilizing a credit card transaction within the BraiWeb™ marketplace without the proper authorization of the cardholder. (d) Engaging in fraudulent activities in relation to the BraiWeb™ marketplace. (v) Replicating, duplicating, framing, or otherwise copying any product(s), sales page(s), BraiWeb™ content, or portions thereof, including components of the BraiWeb™ services, or publicly disclosing nonpublic segments thereof. (vi) Undertaking the reverse engineering of the BraiWeb™ services, or endeavoring to derive their source materials. (vii) Infringing upon rights within any jurisdiction. (viii) Infringing upon the right of privacy, publicity, or moral rights of any individual. (ix) Containing defamatory, obscene, indecent, or otherwise unlawful content, or infringing upon the rights of others.

14. Indemnification:

You commit to indemnify, safeguard, and hold harmless BraiWeb™, its affiliates and related parties, along with their respective directors, officers, employees, and agents, from all claims, demands, suits, losses, damages, costs, fees, and expenses arising directly or indirectly from your negligence, deliberate misconduct, breach of any provision or representation, warranty of this agreement, or any violation of law or regulation associated with such actions. This indemnification also extends to regulatory enforcement actions. In situations where BraiWeb™ is entitled to indemnification under this section, the following steps shall be taken:

1. Prompt written notice of the claim or action subject to indemnification shall be provided by BraiWeb™.
2. The option to assume the entire defense and settlement of said claim or action at your expense shall be extended to you (BraiWeb™ reserves the right to retain its chosen legal representation at its own cost).
3. Collaboration, at your reasonable expense, in the investigation and defense of the claim or action shall be ensured.
4. Settlement or compromise of the claim or action shall not transpire without your prior written consent.
5. However, the negotiation of a settlement that implies an admission or acknowledgment of liability by BraiWeb™, or imposes any obligation on BraiWeb™, is expressly prohibited.

15. Term and Termination:

BraiWeb™ reserves the right to suspend or terminate your status as a vendor/affiliate at its sole discretion, without prior notice. In the event of such termination, BraiWeb™ retains the authority to deny any future applications for vendor/affiliate participation. This decision may stem from a variety of factors, including but not limited to spam complaints, misconduct, violation of these terms and conditions, a high ratio of refunds or chargebacks, and multiple instances of low ratings or unfavorable reviews.

Should you choose to do so, you have the prerogative to terminate your vendor/affiliate status at any time, for any reason, by notifying BraiWeb™ in writing of your intent. Following termination or suspension, your rights granted herein will cease, encompassing access to the BraiWeb™ dashboard, creation or submission of new products to the marketplace, and commission earnings. Earnings or commissions pertaining to sales completed before the time of termination will be credited to your bank account. Although no further sales of your product(s) will be processed, access to your product’s sales page(s), purchaser reviews, ratings, and historical data as defined herein will be retained.

Upon termination, you undertake to destroy any and all BraiWeb™ confidential information within your possession or control, and furnish certification of such destruction upon BraiWeb™’s request. No refunds or partial refunds of fees paid or any other charges will be issued for any reason.

16. No Warranties are Made:

BraiWeb™ and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors (collectively referred to as “BraiWeb™” here) make no representations or warranties regarding the accuracy, reliability, timeliness, security, error-free nature, or uninterrupted availability of the BraiWeb™ marketplace, services, or content (including any features or functionalities thereof), or any other information or materials provided to you as a vendor/affiliate (collectively referred to as the “BraiWeb™ services” for purposes of this section). The BraiWeb™ services are provided on an “as-is” and “as-available” basis, and the services are subject to change without prior notice. BraiWeb™ disclaims any responsibility for rectifying problems or defects, even if aware of their existence, and expressly disclaims liability for any associated issues. Furthermore, BraiWeb™ disclaims all warranties, both express and implied, encompassing but not limited to warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose.

BraiWeb™ disclaims any and all liability for the actions, omissions, and conduct of third parties in connection with or related to your use of the BraiWeb™ services. You assume complete responsibility and all associated risks in utilizing the BraiWeb™ services, including any information obtained therein.

Should you find dissatisfaction with the BraiWeb™ services, your exclusive recourse is to discontinue their use. This limitation on relief constitutes a fundamental aspect of the agreement between the parties.

17. Disclaimer of Liability:

To the extent permitted by applicable law, under no circumstances shall BraiWeb™ be held liable for special, indirect, incidental, or consequential damages in connection with the BraiWeb™ services. Such damages include, but are not limited to, damages arising from service delivery failure or delay, marketplace malfunction, loss of profits, sales, data, business opportunities, or goodwill. This applies regardless of the theory of liability—whether under tort (including negligence), contract, or otherwise—even if BraiWeb™ has been apprised of the potential for such damages. In the event that BraiWeb™ is found liable to you for damages or loss arising from or related to your use of the services, BraiWeb™’s liability for direct damages under this agreement shall not exceed thirty thousand shilling only (TZS 100,000).

18. Waiver:

In the event that any provision of this agreement is deemed unenforceable or invalid, the maximum extent permissible under applicable law shall determine the limitation or eradication of said provision, ensuring the continuation of the agreement in full force and effect.

Shall the Parties disagree on any matter arising from this Agreement, such dispute shall be referred to a single arbitrator, appointed jointly by the Parties. The arbitration shall be conducted in Dar es Salaam, Tanzania, in accordance with the Arbitration and Conciliation Act LFT 2004 or any subsequent modification or re-enactment in force at the time. The arbitration proceedings shall be conducted in English, and the award of the arbitrator shall be final and binding on both Parties.

Jurisdiction and Governing Law:

The obligations, performance, interpretation, and content of this Agreement shall be governed by Tanzanian law.

Notices:

All communication and notices under this Agreement must be in writing, expressed in English, and either hand-delivered or sent via telex, fax, or courier. Addresses for communication shall be as set out on the BraiWeb™ website in the case of BraiWeb™, and as submitted by vendors/affiliates for communication with them.

Entire Agreement:

This Agreement constitutes the entire agreement and understanding between the Parties, supersedes all prior and contemporaneous agreements, arrangements, and understandings (whether written or oral), and pertains exclusively to its subject matter.

Assignment:

Without the prior written consent of BraiWeb™, this Agreement or any portion thereof may not be assigned, transferred, sublicensed, subcontracted, or conveyed by Vendor/Affiliate, either by operation of law or otherwise.

Confidentiality:

Vendor/Affiliate undertakes to maintain the confidentiality of information and user/customer data disclosed or generated under this Agreement. This information shall solely be utilized for the performance of obligations under this Agreement. Unauthorized disclosure or use of said information may result in irreparable harm and significant injury, the extent of which may be challenging to quantify. In light of this, BraiWeb shall be entitled to immediate injunctive relief from any competent court, preventing breaches of this Agreement or disclosure of Confidential Information.

Relationship of Parties:

This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties. BraiWeb™ is not liable for the actions or omissions of the Vendor/Affiliate, nor does the Vendor/Affiliate possess the authority to speak on behalf of BraiWeb™ or assume any obligations in BraiWeb’s name.

Waiver and Amendment:

Waiver of any breach of this Agreement does not imply waiver of any prior, simultaneous, or subsequent breach of the same or other provisions. Waivers must be made in writing and signed by an authorized representative of the waiving Party.