Vendor Agreement

Vendor Agreement

Introduction

Tweaks Media is a digital solutions venture and provider of comprehensive e-commerce services. Tweaks Media via its digital web store (www.SPIRICOCO.com), which may hereafter be referred to simply as “SPIRICOCO”, aims to allow users discover and buy Nigerian gospel music from independent gospel artist.

SPIRICOCO shall provide a web store platform for Owners and/or representatives of the audio messages described in the paragraph above to offer for sale to the general public its products and services.

The owners/artist and/or representatives shall hereafter be referred to as “VENDORS”, while the general public who buy these digital products shall hereafter be referred to as “END USERS”.

 

In consideration of the mutual covenants set forth in this Agreement, Vendor and www.SPIRICOCO.com (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

 

  1. Acceptance and Changes to the Agreement

1.1The Vendor’s access to and use of SPIRICOCO’s Website (www.SPIRICOCO.com), and/or any Services is subject exclusively to this Agreement. BY REGISTERING FOR AND USING THE WEBSITE OR THE SERVICES, The Vendor AGREES TO AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT and other contracts including but not limited to the End Use Agreement. The Vendor agrees that any use by it of the Website and/or the Services shall constitute its acceptance of the Agreement and we recommend that it stores or print-off a copy of the Agreement for its records.

1.2. This Agreement comes into effect when The Vendor completes the registration at the Website or signs the hard/ soft copy of this agreement, and it is valid for an initial term of 12 months.

1.3. The agreement may also come into effect when The Vendor receives clicks or ticks accept on an electronic copy of this agreement sent to him by SPIRICOCO.

1.4. SPIRICOCO may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website and/or the Services at any time and in its sole discretion. Any such changes will be effective after 24 (twenty) hours of informing the vendor of the revised agreement via email. Hence the Vendor has 24 hours upon being informed of a revised version of this agreement to either opt out, or renegotiate. Failure to opt out or renegotiate would constitute an acceptance of the new terms.

1.5. SPIRICOCO may at any time change or remove (temporarily or permanently) from the Website, Products of The Vendor and their information from the Website without indicating the reasons of such change or removal and you confirm that SPIRICOCO shall not be liable to The Vendor for any such change or removal.

 

  1. Vendor’s Account

2.1. A vendor must first sign up as an End User and get his private unique logon user ID and password.

2.2. SPIRICOCO upon satisfaction of the vendor’s credentials will then upgrade the account to a vendor’s account. SPIRICOCO is entitled to refuse to register a new Vendor without indicating the reasons.

2.3. The Vendor can register more than one Account with SPIRICOCO. If he intends to use the Website both for meeting his needs as a natural person, and as a representative of a legal entity, then he has to create two separate Accounts in the Website – one for himself as an individual user and another – for a legal person. It is prohibited to use the same Account for meeting the needs of both natural and legal person.

2.4. Use of the Website or/and the Services are limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law.

2.5. To register, The Vendor must provide information required in the registration form. SPIRICOCO will apply its undertakings and exercise its rights referring to this information. The Vendor authorizes SPIRICOCO to verify the accuracy of TheVendor’s information and to perform credit or background checks, as it desires

2.6. The Vendor is solely responsible for maintaining the confidentiality of his unique logon ID and password, and for their use.

2.7. The Vendor confirms that at the registration at the Website it has entered correct data about itself and that afterwards, when changing or adding this data in the Account, it will enter only correct data. The Vendor shall bear any losses that occur regarding to the submission of invalid/incorrect data.

2.8. The Vendor shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by this Agreement and legal requirements. The Vendor’s registration at the Website implies The Vendor’s guarantee that by offering the products on sale on www.SPIRICOCO.comhe will act honestly and in such way that it would meet the interests of both The Vendor and SPIRICOCO.

 

  1. Royalties and Authorization

3.1. SPIRICOCO shall pay to the Vendor Royalties for the sale of the vendor’s products on its web store.

3.2. Such payments shall be payable to the Vendor in monthly intervals on or before the last working day of the third week of the month subject to the Vendor’s royalty becoming payable. Vendor’s royalty shall only become payable upon reaching the threshold of N5000 (five thousand naira) and after the sale and funds received from the End-User has been confirmed.

3.3. The Royalty payable to the Vendor shall be 70% of the Selling prize.

3.4. VAT liability rests with the merchant and SPIRICOCO will not be responsible for any VAT issues

3.5. Vendor hereby grants to SPIRICOCO the non-exclusive to resell Vendor’s content (audio music) via SPIRICOCO.com to anyone, anywhere in the WORLD.

3.6. SPIRICOCO may use vendor’s image or likeness for promotional purposes to showcase availability of vendor’s content on SPIRICOCO.

3.7. SPIRICOCO may use content for other related connected and or ancillary services in the WORLD via digital platforms of SPIRICOCO, and to do all things incidental thereto.

 

  1. Confidentiality

4.1. The Vendor and SPIRICOCO acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of SPIRICOCO.

4.2. Vendor shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without SPIRICOCO’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.

4.3. The Vendor is restricted from revealing such Confidential Information to Competitors or doing the same or similar business with Competitors while this agreement subsists and for at least 18 months after the termination of this agreement.

 

  1. Product Ownership

5.1. The ownership of the Product at the time of the Product placement in the Website remains with The Vendor, but is by this agreement leased to SPIRICOCO for his use in the manner provided by this agreement.

5.2. This agreement therefore creates a lease relationship between the parties with the vendor as the lessor and SPIRICOCO as the lessee. The vendor hereby leases the product and the intellectual property in the product to SPIRICOCO for a term of twelve (12) month in exchange for royalties payable upon the sale of the products to End Users.

5.3. SPIRICOCO reserves the right not to offer for sale any product of a vendor for reasons such as defects in the product, offensive content, product being substandard or any reason whatsoever.

 

  1. Entire Agreement

6.1. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.

 

  1. Indemnification

7.1. Vendor warrants that everything it gives SPIRICOCO to use in the delivery of the Services or any deliverable is legally owned or licensed to the Vendor. The Vendor agrees to indemnify and hold SPIRICOCO/Tweaks Media, its employees, proprietors and associates harmless from any and all claims brought in the performance of the Services.

7.2. Vendor shall indemnify and hold SPIRICOCO harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Vendor (“Third Party Claim”).

 

  1. Limitation of Liability

8.1. The Vendor Hereby covenants to;

 

–    Accept liability and provide its part of the funds required to refund the End User or provide a good quality replacement of product whenever the End User rejects a product for being defective/ sub-standard.

 

8.2. The Vendor agrees to indemnify, defend and hold harmless SPIRICOCO against and from any third party claims (including reasonable legal or arbitration costs) arising from;

 

  • (i) any breach or default on the part of the vendor of any obligations 
(ii) negligent act or omission of vendor; or
(iii) willful violation of the law, wrong description of products advertised; or 
(iv) an offence committed by vendor, 
(v)provision of defective or sub-standard products that have been sold as genuine; 
(vi)Provision for sale of products where he has no requisite authority to do so ; 
(vii)providing for sale products that contains foul language, inciting, defamatory or other unlawful content 
(viii)Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading.
    • (ii) The Vendor unconditionally warrants that any Product characteristics submitted at the Website and any other information, data and/or content you provide: (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libelous, and (v) will not create liability for SPIRICOCO.

 

 

  1. Term & Termination

9.1. The term of this Agreement is for a period of Twelve (12) months, automatically renewable either on same terms, on different terms or terminated after notice is given.

9.2. Sufficient Notice for Termination after the expiration of the initial Twelve (12) month term is ten (10) working days.

9.3. SPIRICOCO shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the Vendor.

9.4. SPIRICOCO has the right to evict the Vendor from www.SPIRICOCO.com if any, or a combination, of the following breaches are committed:

– Provides defective or sub-standard products that have been sold as genuine;

– Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;

– Engages in any activity that brings SPIRICOCO.com, or any of its partners or other vendors into disrepute.

–  Provides for sale any product that contains inciting messages, foul.

–  Does any business whatsoever with a competitor in a manner that is detrimental to the business of SPIRICOCO.com.

– SPIRICOCO.com will send a formal warning to the Vendor after each incident.

9.5. The Vendor shall have the right to terminate this Agreement if SPIRICOCO withholds sums due to it two (2) weeks after a demand has been made for it when the said sum becomes due.

 

  1. Policy on Defective/Sub-Standard Products on www.SPIRICOCO.com

10.1. SPIRICOCOis committed to delivering high quality products and service to customers at all times, and we strive to ensure that all products sold by vendors via the web mall (www.SPIRICOCO.com) are held to the same high standards. If a vendor is determined by www.SPIRICOCO.com to have sold defective or sub-standard goods, we may suspend or terminate the vendor’s ability to sell on www.SPIRICOCO.com immediately and without warning, and current and future payments held by SPIRICOCO.com on the vendor’s behalf may be forfeited and withheld.

  1. Copyright and Infringement Trademark

11.1. SPIRICOCO respects all copyright and trademarks of others. As a Vendor on our website you must in turn respect these rights. SPIRICOCO will immediately terminate or suspend a Vendor who infringes another’s trademark or copyright.

 

  1. Restrictions and Prohibitions

-12.1. All product must be true, accurate and non-misleading.

12.2. Products sold by the Vendor must not be fraudulently obtained or involve the sale of products belonging to another or of disputed intellectual property rights.

12.3. Vendors must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; www.SPIRICOCO.com will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of vendors who may be infringers.

12.4. Vendors must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).

12.5. Products/description of products must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, contain foul language, incitement or other unlawful activities.

12.6. No display of images containing pornography or indecent exposure is permitted.

12.7. You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;

12.8. Vendors must not incur liability for SPIRICOCO and its subcontractors or expose them to undue risk or otherwise engage in activities that SPIRICOCO, in its sole discretion, determines to be harmful to SPIRICOCO,its proprietors, operations, reputation, or goodwill.

12.9. Vendors must not post or display any materials that exploits or otherwise exploits children under age of 18 years.

12.10. Vendors must not conduct activities such as gambling, sweepstakes, raffles and lotteries.

 

  1. Force Majeure

13.1. The Parties agree that there shall attach no liability for any failure, inability or delay in the performance of any obligations under this Agreement if is attributable to an event of force majeure including but not limited to disruptions or unavailability of the Internet, telecommunication infrastructure, power interruptions, systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection, labour disputes, embargoes, government orders, and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.

 

  1. Governing Law

14.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement shall first be referred to the Lagos State High Court Multi-Door Court House for resolution, failure upon which it shall be subject to the exclusive jurisdiction of courts within Lagos State.