Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the OKA234 marketplace platform, including the website, APIs, mobile applications, and all related services (collectively, the "Platform"). By creating an account or using the Platform, you agree to be bound by these Terms.

In addition to these Terms, specific relationships on the Platform are governed by separate agreements:

• Buyer Agreement — for users purchasing products
• Manufacturer Agreement — for users listing and selling products
• Independent Sales Agent Agreement — for agents earning commissions

If there is a conflict between these Terms and any applicable role-specific agreement, the role-specific agreement shall prevail for matters within its scope.

1. Eligibility

You must be at least eighteen (18) years of age to create an account on the Platform. By using the Platform, you represent and warrant that you meet this requirement and have the legal capacity to enter into a binding agreement.

2. Account Registration

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and update your information as necessary
• Notify OKA234 immediately of any unauthorized use of your account
• Not share your account credentials with any third party

3. Platform Role

OKA234 is a marketplace that connects buyers with independent manufacturers and sellers. OKA234 is not a party to any transaction between buyers and sellers, except as a payment escrow agent. OKA234 does not manufacture, store, ship, or inspect the products listed on the Platform.

4. Prohibited Conduct

You agree not to:

• Circumvent the Platform by conducting transactions or communications outside of OKA234
• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations
• Interfere with or disrupt the Platform or its infrastructure
• Attempt to gain unauthorized access to any part of the Platform or other users' accounts
• Use automated systems, bots, or scrapers to access the Platform
• Upload or transmit malicious code, viruses, or harmful content
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity

5. Fees and Payments

OKA234 charges commissions on completed transactions as described in the applicable role-specific agreement. All payments are processed through the Platform's integrated payment providers. OKA234 reserves the right to modify its fee structure with thirty (30) days' notice.

6. Intellectual Property

The Platform and its original content, features, and functionality are owned by OKA234 and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without OKA234's prior written consent.

7. User Content

By uploading content to the Platform (including product listings, images, descriptions, reviews, and messages), you grant OKA234 a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute that content in connection with operating the Platform. You represent that you own or have the necessary rights to any content you upload.

8. Limitation of Liability

To the maximum extent permitted by applicable law, OKA234 shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

• Your use of or inability to use the Platform
• Any unauthorized access to or alteration of your data
• Any transactions, disputes, or interactions between users of the Platform

OKA234's total aggregate liability under these Terms shall not exceed the greater of (a) the total fees you have paid to OKA234 in the twelve (12) months preceding the claim, or (b) one hundred US dollars (USD $100). This limitation does not apply to liability for personal injury, death, or fraud.

9. Indemnification

You agree to indemnify, defend, and hold harmless OKA234, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Platform, your violation of these Terms, or your violation of any rights of a third party.

10. Termination

OKA234 may suspend or terminate your account at any time, with or without notice, for conduct that OKA234 determines, in its sole discretion, violates these Terms or is harmful to other users, third-party providers, the Platform, or any law. Upon termination, your right to use the Platform ceases immediately.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Nigeria. Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Nigeria.

Consumer Protection Carve-Out: If you are a consumer located in the European Union, United Kingdom, European Economic Area, or any other jurisdiction that provides mandatory consumer protection laws that cannot be contracted away, the mandatory provisions of those laws shall apply to you. In particular, nothing in these Terms affects your rights under applicable consumer protection legislation, including the EU Consumer Rights Directive (2011/83/EU) and the right to bring proceedings in the courts of your country of residence under EU Regulation 1215/2012. For residents of California, USA, these Terms do not limit any rights you may have under the California Consumer Privacy Act (CCPA) or other applicable California consumer protection laws.

12. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

13. Changes to These Terms

OKA234 reserves the right to modify these Terms at any time. Material changes will be announced on the Platform or via email at least thirty (30) days before taking effect. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms.

14. Contact

If you have any questions about these Terms, please contact us at [email protected].