Independent Sales Agent Agreement

This Independent Sales Agent Agreement ("Agreement") is entered into by and between OKA234 ("Company") and the individual creating an account or first using the OKA234 platform ("Agent"). This Agreement becomes effective upon the Agent accepting its terms as described in Section 18 below.

1. Appointment and Scope

The Company hereby appoints the Agent as an independent sales agent authorized to market and refer customers to the OKA234 marketplace. The Agent shall operate exclusively within the terms set forth in this Agreement and any accompanying program guidelines published by the Company from time to time.

2. Independent Contractor Status

The Agent is an independent contractor and not an employee, partner, or joint venturer of the Company. The Agent shall not be entitled to any employee benefits, including but not limited to health insurance, retirement benefits, or paid leave. The Agent is solely responsible for all taxes, insurance, and regulatory compliance arising from commissions earned under this Agreement.

3. Commission Structure

The Agent shall earn commissions on qualifying sales generated through the Agent's unique referral link or code. Commission rates, payment schedules, and qualification criteria are governed by the OKA234 Agent Program guidelines published at/agent-program, which may be updated by the Company at its discretion with reasonable notice to active agents.

4. Independent Inspector Clause (Limitation of Liability)

When performing On-Site QC Inspections, the Agent acts solely as an independent inspector matched through the OKA234 platform. OKA234 acts solely as a matching and payment gateway. OKA234 does not control, direct, or supervise the Agent's inspection work and makes no warranty as to the accuracy, completeness, or outcome of the Agent's QC Report. OKA234's total liability arising out of or related to any QC Report shall not exceed the total commissions paid to the Agent in the twelve (12) months preceding the claim. This limitation does not apply to liability for personal injury, death, or fraud.

5. Anti-Circumvention Clause (No Side Deals)

During an On-Site Inspection or at any time while operating under this Agreement, the Agent is strictly prohibited from soliciting direct business, accepting cash, or encouraging the Manufacturer and Buyer to transact outside the OKA234 platform. Violation results in immediate termination and the Agent shall be liable for any actual damages suffered by the Company as a result of circumvention, which the Company may set off against any unpaid commissions.

6. SLA & Penalty Clause (The 72-Hour Rule)

Upon accepting a QC job and funds being locked in Escrow, the Agent has exactly seventy-two (72) hours to submit the required photos, videos, and report. Failure to do so will result in an automatic cancellation, a one-hundred-percent (100%) refund to the buyer, and a strike on the Agent's account. Repeated failures may result in permanent suspension from the QC program.

7. Physical Safety & Assumption of Risk

The Agent assumes all physical and logistical risks associated with traveling to and inspecting a Manufacturer's premises. OKA234 is not liable for any loss of property or travel-related incidents occurring during or in connection with On-Site Inspections, except to the extent caused by OKA234's gross negligence or willful misconduct. OKA234's total liability for personal injury arising from On-Site Inspections shall not exceed the greater of (a) the total commissions paid to the Agent in the twelve (12) months preceding the claim, or (b) the minimum coverage required by applicable law. The Agent is responsible for maintaining adequate personal insurance coverage.

8. Confidentiality

The Agent shall not disclose any proprietary information, trade secrets, customer data, or business strategies obtained through the OKA234 platform to any third party. This obligation survives termination of this Agreement for a period of two (2) years.

9. Term and Termination

This Agreement shall commence on the date of electronic acceptance and continue until terminated by either party with fourteen (14) days' written notice. The Company may terminate this Agreement immediately for material breach, including but not limited to fraud, circumvention, or repeated SLA violations.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Nigeria. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Nigeria.

11. Entire Agreement

This Agreement, together with the OKA234 Terms & Conditions, the OKA234 Privacy Policy, and any program guidelines and policies referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral.

12. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or restrictions, power failures, internet outages, or failures of third-party service providers. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact of the force majeure event.

14. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through informal negotiation within thirty (30) days shall be submitted to binding arbitration in accordance with the rules of the Arbitration and Mediation Act of Nigeria. The arbitration shall be conducted in Lagos, Nigeria, in the English language. The decision of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

15. Data Protection

Both parties agree to comply with all applicable data protection and privacy laws in connection with personal data processed under this Agreement. The collection, use, and disclosure of personal data through the OKA234 platform is governed by the OKA234 Privacy Policy, available at /privacy. Each party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, use, or disclosure.

16. Amendment

The Company may update this Agreement from time to time. Material changes will be notified via email or platform announcement at least thirty (30) days before taking effect. Continued use of the platform after the effective date of any updated Agreement constitutes acceptance of the updated terms. If a party does not agree to the updated terms, it may terminate this Agreement in accordance with Section 9 before the updated terms take effect.

17. Assignment

The Company may assign this Agreement, in whole or in part, to a successor, affiliate, or acquirer of all or substantially all of the Company's business or assets without the Agent's prior consent. The Agent may not assign this Agreement or any rights or obligations hereunder without the Company's prior written consent.