ETHEREAL MARKETPLACE VENDOR AGREEMENT

This Ethereal Marketplace Vendor Agreement (this “Agreement“) is between Ethereal Multimedia Technology (RC1134046) (“Ethereal“) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Vendor” or “you“) as a vendor in the Ethereal Marketplace. Before clicking to agree to this Agreement, please carefully read the terms and conditions below. Under this Agreement, you authorize Ethereal, among other things, to promote, resell, test and distribute your products and services.

This Agreement does not have to be signed in order to be binding. You indicate your assent to the terms of this Agreement by checking the box (or similar action) to accept the Agreement that is presented to you at the time you sign up to list your products and services on the Ethereal Marketplace.

1. Introduction to the Ethereal Marketplace

The Ethereal Marketplace is a forum for connecting vendors who make products and services for potential customers. As a vendor, you may charge a fee for your products and services. You may also offer your products and services free of charge under certain circumstances (such as promo).

2. Key Definitions

2.1.Ethereal Marketplace” or “Marketplace” means any location at which Ethereal makes available or lists Marketplace products and services, which may include https://www.ethereal.ng or any other webpage, application, mobile interface, service or user interface that allows for the discovery, download or purchase of products and services.

2.2.Marketplace Guidelines” means the terms, rules and policies that Ethereal makes available at https://www.ethereal.ng/ethereal-marketplace-vendor-agreement/ setting forth requirements (as may be modified by Ethereal from time to time) for including your Marketplace products and services in the Ethereal Marketplace.

3. Using the Marketplace to Publish Your products and services

3.1.Free Products and Services” are products and services that you provide free of charge, which may be downloaded from the Ethereal Marketplace or from your external website, in all cases under circumstances specified by Ethereal.

3.2.Paid-via-Ethereal Products and Services” are products and services for which end users pay all fees to Ethereal (with Vendor receiving a Revenue Share as described in this Agreement).

3.3. A “Similar Service” is any online product/service that makes Paid-via-Ethereal Products and Services available for sale, use or download to end users and/or channel partners, and includes any website or other distribution method operated by you.

4. Financial Terms

This Section 4 (Financial Terms) shall only apply to Paid-via-Ethereal Products and Services.

4.1. List Price. Subject to the remainder of this Section 4 and the other terms of this Agreement, you have discretion to set the commercial pricing tiers for initial sales, licenses or subscriptions to your Paid-via-Ethereal Products and Services (the “List Prices“). Ethereal will determine the pricing for renewals, all in accordance with its standard formulas and policies. You agree that any List Price may not exceed, at any time, the lowest list price or suggested retail price for each applicable pricing tier for the Paid-via-Ethereal Product and Service (including any similar release) available on any Similar Service or the lowest actual price at which you make such Paid-via-Ethereal Product and Service available for sale through any Similar Service. You will update the List Price for each Paid-via-Ethereal Product and Service as necessary to ensure that it meets the requirements of this Section 4.1.

4.2. Revenue Share. For each Sale, Ethereal will pay you an amount (“Revenue Share“) equal to seventy five percent (75%) of the amount received by Ethereal from the Sale. “Sale” includes any initial or renewal sale, subscription or license of a Paid-via-Ethereal Product and Service (or related content or services) through the Ethereal Marketplace, including any Follow-on Sales. Such amounts exclude taxes and any separately stated fees or charges. A Revenue Share is due only for Sales for which Ethereal has received final payment from or on behalf of an end user. If a product/service is sold to an end user using a credit card, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. For purposes of clarity, in the event Ethereal refunds the applicable Sale amount (or a portion thereof) to an end user or an Ethereal Expert (which you agree that Ethereal can do entirely in its own discretion), you agree and acknowledge that you will not receive and will have no right to receive a Revenue Share on that portion of the Sale amount that was refunded.

4.3. Payment by Ethereal. Subject to the terms of this Agreement, approximately thirty (30) days after the end of the calendar month in which the applicable Sale is made, Ethereal will make available to you a report detailing Sales of Paid-via-Ethereal Products and Services and corresponding Revenue Share along with payment of the Revenue Share due in connection with such report. All payments will be made in Nigerian Naira (“N“). You agree to provide Ethereal with information on a valid bank account in your name, and Ethereal will make payments to that account via Electronic Funds Transfer (“EFT“). Ethereal is entitled to accrue and withhold payments, without interest, until the total amount due to you (net of any tax withholding, as further described below) is at least N500.00. If Ethereal pays you a Revenue Share on a Sale and later issues a refund or credit to the end user for such Sale (or receives a chargeback related to the Sale), Ethereal may offset the amount of the Revenue Share that Ethereal previously paid you against future Revenue Share or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to Ethereal. Ethereal may also withhold and offset sums you owe to Ethereal against amounts that are payable to you. You agree that any fees charged by your bank in connection with wire transfers pursuant to this Section 4.3 are solely your responsibility. When this Agreement terminates, Ethereal may withhold all Revenue Share due for a period of sixty (60) days from the date they would otherwise be payable, in order to ensure Ethereal’s ability to offset any end user refunds or make any other offsets to which Ethereal is entitled.

4.3.1. Use of Certain Information. Ethereal shall only use your banking and payment information for purposes related to this Section 4 (Payment Terms). Ethereal shall not disclose your sales and related financial data to third parties. The foregoing sentence notwithstanding, Ethereal may use or disclose aggregated sales and other financial data related to the Ethereal Marketplace, which may include your sales and related financial data but does not identify you or your data specifically.

4.4. Taxes. Except as described in this Agreement, Ethereal is responsible for collecting and remitting any taxes imposed on sales of Paid-via-Ethereal Products and Services to end users. You are responsible for any income or other taxes due and payable resulting from Ethereal’s payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are exclusive of any taxes that may apply to such payments. Ethereal maintains the right to deduct or withhold any applicable taxes payable by you from amounts due from Ethereal, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you.

5. Your Content; License to Ethereal; End User Licensing

5.1. Delivery of Your Content. You will deliver Marketplace Products and Services to Ethereal on or prior to the initial availability date you designate for the Marketplace Product and Service (the “Initial Availability Date“). Together with delivery of each Marketplace Product and Service, you will also provide the following information and materials: (a) Marketplace Product and Service title, Initial Availability Date, category, Vendor name, List Prices (if applicable), product description, icon, logo or banner images, and any other information related to the Marketplace Products and Services that Ethereal requires; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or a particular Marketplace Product and Service that you wish to appear in connection with your Product and Service ((a) and (b) collectively being the “Product Information“). Together, the Marketplace Products and Services and Product Information are “Content“.

5.2. Accuracy. You are responsible for providing accurate Product Information. If any Product Information is inaccurate or needs to be updated or modified, you will promptly provide Ethereal with corrections, updates, or modifications.

5.3. Compliance. You will ensure that all Content complies with this Agreement, including Ethereal’s Marketplace Guidelines (which are hereby incorporated into this Agreement). The Marketplace Guidelines may include (or reference) terms and conditions for creation or operation of Products and Services, such as policies for development of Products and Services. You must comply with all such terms. Nonetheless, the express terms and conditions of this Agreement will control in the event of any direct conflict with the Marketplace Guidelines or such included (or referenced) terms, but only with respect to the subject matter of this Agreement. In your activities under this Agreement, you also agree to comply with the Ethereal Policies (as may be modified from time to time by Ethereal).

5.4. License Grant to Ethereal. You hereby grant Ethereal, during the Term (and thereafter in accordance with Section 10 (Term and Termination)), the nonexclusive, royalty‐free (subject to payment of any applicable Revenue Share), worldwide right and license:

5.4.1. to resell, distribute or make available (including via download), as applicable, the Marketplace Products and Services through the Ethereal Marketplace to end users (either directly or, unless you opt out) by all means of electronic distribution available now or in the future, except that this Section 5.4.1 shall not apply to (i) Paid-via-Vendor Products and Services that you choose to make available for download directly from your website instead of from Ethereal and (ii) Free Products and Services available for download only from your own website;

5.4.2. to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Product Information (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with (i) the Ethereal Marketplace and (ii) listings for your Products and; and

5.4.3. otherwise to use, store, copy and distribute your Content for testing and evaluation purposes; for Ethereal’s use internally, in object code format (which Ethereal agrees not to decompile or reverse engineer), within the scope for which the Product and Service’s use is reasonably intended (“Internal Use License“); for purposes of exercising Ethereal’s rights and fulfilling Ethereal’s obligations hereunder; and for purposes of enforcing this Agreement and the Marketplace Guidelines. Vendors may opt out of the Internal Use License by giving Ethereal notice thereof to info@ethereal.ng .

5.5. License Clarifications. The licenses granted to Ethereal in Section 5.4: (i) include rights to distribute, promote and make available New Versions to eligible end users, (ii) include the right, consistent with Section 10 (Term and Termination), after the Term to retain one or more electronic copies of each Marketplace Product and Service and its associated Product Information and allow and downloads and re‐downloads of and access to Marketplace Products and Services by end users, and (iii) are granted under all applicable intellectual property rights (including patent rights).

5.6. End User License Agreement (“EULA”). You, not Ethereal, license your Products and Services to end users. You may provide your own EULA (“Vendor EULA“) with any Marketplace Product and Service. However, your Vendor EULA (if any) must comply with the terms and conditions of this Agreement and must, at a minimum, include terms consistent with, and at least as protective of Ethereal, as the terms in the Standard EULA Terms (defined below). If you do not provide a Vendor EULA, then you agree that the provisions of the Ethereal Marketplace Terms of Use in which Ethereal designates default end user license terms (the “Standard EULA Terms“) will apply to end users’ use of your Marketplace Products and Services. The Standard EULA Terms specify, among other things, that you are the licensor of your Marketplace Products and Services and that Ethereal is not a party to your EULA. You agree that Ethereal does not and will not have any responsibility or liability related to compliance or non‐compliance by you or any end user under a Vendor EULA or the Standard EULA Terms.

6. Delivery Commitments and End User Responsibilities

6.1. Delivery Commitment. You will deliver electronically to Ethereal (and continue to make available during the Term) all versions of Marketplace Products and Services (i) that have been designed to integrate or interface with one or more Ethereal products made available by Ethereal for this purpose, (ii) for which you have the rights required under this Agreement, and (iii) that are the same versions and editions (except as otherwise provided in this Agreement) that you or your affiliates make available directly or indirectly through any Similar Service. You will deliver any New Versions to the Marketplace Products and Services, together with any related Product Information, as soon as they are available. For Paid-via-Ethereal listings, the Initial Delivery Date and the date of delivery of any New Versions must be no later than the first date you permit the corresponding version of the Marketplace Product and Service to be listed for sale on any Similar Service.

6.2. End User Support. You will use commercially reasonable efforts to provide telephone, web-based and/or email support to the end user customers for your Marketplace Products and Services during normal business hours. You will provide to Ethereal a current email address to which Ethereal may direct inquiries from users regarding your Marketplace Products and Services. You are solely responsible for providing all support for your Marketplace Products and Services, and for providing to users of your Marketplace Products and Services all information necessary for their use of your Marketplace Products and Services. At a minimum you agree to respond within 24 hours to any support request that Ethereal identifies as critical, and in all other cases within five business days of request from an end user or Ethereal. Notwithstanding the foregoing, you are not obligated to provide support for Free Products and Services.

7 Reservations of Rights

Subject to the rights granted in this Agreement and Ethereal’s ownership of certain software, APIs, documentation and related materials (the “Ethereal Materials“) to which Ethereal provides you access, as between you and us, you retain all right, title and interest in and to Content that you deliver to us. Subject to your rights in such Content, Ethereal retains all right, title and interest in and to the Ethereal Marketplace, Ethereal Materials and other Ethereal products, and all technology, content, information, services, trademarks and other intellectual property used in connection with the foregoing.

8. Additional Ethereal Marketplace Terms

8.1. Prohibited Actions; Responsibilities. You may not reverse engineer, disassemble or decompile any binary code used in connection with the Ethereal Marketplace, including any Ethereal Materials that Ethereal provides you. You will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of Ethereal or of any end user or other third party. You agree not to make any representations, guarantees or warranties (1) that violate any laws or regulations, including any false advertising or consumer protection laws, (2) with respect to Ethereal, the Ethereal Marketplace, or Ethereal’s product or services, or (3) by Ethereal or on behalf of Ethereal. In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to disparage or devalue Ethereal or the Marketplace or Laws of the Federal Republic of Nigeria.

8.2. Review of Marketplace Products and Services by You. The Ethereal Marketplace allows you to post reviews of Marketplace Products and Services. Any review by you of a Marketplace Product and Service shall be made in good faith after reasonable evaluation of the full Marketplace Product and Service. If you post a review of your Marketplace Product and Service, you shall disclose your identity and the fact that the Marketplace Product and Service being reviewed is your Marketplace Product and Service. If you post a review of a competitor’s Marketplace Product and Service, you shall disclose your identity and the fact that you publish a competitive Marketplace Product and Service. All reviews must comply with Ethereal’s standards.

8.3. Ethereal Marketplace Operations. Ethereal maintains sole discretion to determine all features and operations of the Ethereal Marketplace. You acknowledge that Ethereal has no obligation to promote, distribute, list or offer for Sale any Marketplace Product and Service, or to continue to do so. With respect to Paid-via-Ethereal Products and Services only, Ethereal is responsible for and has sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to its obligations, and, for clarity, all Sales through the Ethereal Marketplace will be processed by Ethereal’s payment systems and will be subject to the Revenue Share terms above. Ethereal will have sole ownership and control of all Sales and other data Ethereal obtains from end users in connection with the Ethereal Marketplace, but will make available certain End User Data to you, subject to Section 8.4.

8.4. End User Data and Privacy‐Related Obligations. In addition to sales data related to your Paid-via-Ethereal Products and Services, Ethereal will provide you with access to certain information provided to Ethereal by end users of your (a) Paid-via-Ethereal Products and Services and (b) Free Products and Services available through the Ethereal Marketplace, including end user name, company name (if any), physical or email addresses, and phone numbers (“Ethereal-Collected End User Data“). Based on the activities under this Agreement, subject to the provisions of this Section 8.4, you may also collect other information or data from end users, some of which may include personally identifiable information (“Vendor-Collected End User Data“). Any end user data or information, whether Ethereal-Collected End User Data or Vendor-Collected End User Data, is, collectively “End User Data“. For all End User Data you will (i) use and authorize others to access and use the End User Data only for the purposes of providing and improving the functionality and user experience of your Marketplace Product and Service(s), marketing your Marketplace Product and Service to end users or such other purposes expressly permitted by the end user (in each case, in compliance with all Laws), and not modify any End User Data in a manner that adversely affects it integrity, and (ii) treat, store, transmit, disclose and use the information only in accordance with applicable privacy notices and laws, rules, regulations, orders, and other requirements of governmental agencies (together, “Laws“). Without limiting the foregoing and with respect to Vendor-Collected End User Data, you shall (x) provide legally adequate privacy notices to each end user and obtain all necessary consents under Law and (y) notify end users that Ethereal is not responsible for the privacy, security or integrity of Vendor-Collected End User Data. You shall also maintain and handle all of the End User Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable Laws. For the sake of clarity, Ethereal shall not be liable for or have any responsibility in connection with Vendor-Collected End User Data.

8.5. Feedback.Feedback” means any feedback, comments, suggestions, ideas, description of processes or other information that you may provide to Ethereal from time to time about or in connection with Ethereal Marketplace, including any ideas, concepts, know-how or techniques contained therein. You hereby grant Ethereal a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Ethereal Marketplace or any Ethereal products, applications or services. You agree that Ethereal may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise.

8.6. Aggregated Information. In addition to Ethereal’s other rights, Ethereal may collect aggregated information regarding the Ethereal Marketplace and Marketplace Products and Services (excluding any personally identifiable information), including through the use of third party analytics tools such as Google Analytics (“Aggregated Information“) and may exploit and use the Aggregated Information for any purpose without restriction.

9. Ethereal Control of Marketplace

Ethereal may determine in its sole discretion to make available or list any Marketplace Product and Service through the Ethereal Marketplace. Ethereal may stop any transaction, or take other actions as needed to restrict access to or availability of any Content that does not comply with this Agreement or that otherwise might adversely affect end users. Inclusion of a Marketplace Product and Service in the Ethereal Marketplace does not relieve you of responsibility to ensure the Marketplace Product and Service complies with this Agreement or to perform other obligations under this Agreement.

10. Term and Termination

10.1. Term. The term of this Agreement (the “Term“) will begin on the date you agree to it in the manner set forth in the second paragraph of this Agreement and will continue until you or Ethereal terminates it.

10.2. Termination Rights. Either Ethereal or you are entitled to terminate this Agreement and access to your account (and/or this Agreement with respect to any particular Product and Service(s)) with thirty (30) days advance written notice to the other party. In addition, either party may terminate this Agreement upon written notice to the other party if (a) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, or (b) the party breaches its confidentiality obligations under this Agreement, infringes or misappropriates the terminating party’s intellectual property rights.

10.2.1. Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you (or with the notice specified by Ethereal at the time), Ethereal may also terminate this Agreement (and/or terminate or suspend either your account on the Marketplace or this Agreement with respect to any particular Products and Services) under the following circumstances: (1) Ethereal ceases to operate the Marketplace, (2) you violate Ethereal’s Marketplace Agreement, or (3) Ethereal determines (in its discretion) that your participation in the Marketplace could result in legal or business liability to Ethereal or any third party or otherwise harm the Marketplace or other Marketplace vendors or users.

10.3. Transition. Following any termination or expiration of this Agreement or withdrawal of your Product and Service from the Marketplace, in Ethereal’s discretion, (a) Ethereal may continue to fulfill any end user orders for Products and Services pending as of the date the termination takes effect, and (b) Ethereal will use reasonable efforts to take down the listing for your Product and Service within forty-five (45) days after termination (the “Transition Period“), but in any event Ethereal may continue to make available Paid-via-Ethereal Products and Services for further access, downloads or re‐downloads by existing end users of those Products and Services for the duration of the end user’s license or subscription to the Product and Service.

11. Representations and Warranties

You represent, warrant and covenant that:

11.1. You are at least 18 years of age and are able to form a legally binding contract. If Vendor is a business or other legal entity and not an individual, then the individual entering into this Agreement on Vendor’s behalf represents that he or she has all necessary legal authority to bind Vendor to this Agreement;

11.2. You have the full right, power, and authority to enter into and fully perform this Agreement;

11.3. Before providing Ethereal any Content or listing Content in the Ethereal Marketplace, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement and to end users in relation to the Content, and you will be solely responsible for and will pay any licensors or co‐owners any royalties or other monies due to them related to such Content;

11.4. None of the following will violate any Law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) the Content; (iii) the sale or distribution of the Content as contemplated in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;

11.5. You will immediately notify Ethereal if you unexpectedly lose any IP rights related to your Marketplace Products and Services or become aware of a third party claim related to these rights;

11.6. Your Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property; and

11.7. You will include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users (e.g., as part of a Vendor EULA) based on your use of third party “open source” software or other third party intellectual property in any Product and Service. You will also promptly make available to Ethereal, end users and any other third party that is entitled to it, the source code corresponding to any Product and Service or portion thereof if and in the manner required by applicable third party terms and conditions. Ethereal’s exploitation (in any manner as permitted hereunder) of any Content will not subject it to, or cause it to violate, any open source or other third party terms or agreements of any kind.

12. Indemnity

12.1. By Ethereal. Subject to the terms and conditions of this Agreement: (1) Ethereal shall not defend a Vendor of a Paid-via-Ethereal Product and Service from claims by third parties alleging that the Ethereal Marketplace used in connection with such Product and Service infringes such third party’s copyright or trademark and (2) Ethereal shall not pay damages finally awarded by a court of competent jurisdiction against such Vendor for such a claim or, if Ethereal settles the claim, the settlement amounts. Ethereal’s obligations in this Section 12.1 apply only to the Ethereal Marketplace and not to any Marketplace Products and Services, other Ethereal products or services, or other third party content hosted on or used with the Ethereal Marketplace and in any case Ethereal’s obligations do not apply if the alleged infringement, misappropriation or violation resulted from any modifications, combinations, or unauthorized use of the Ethereal Marketplace. As a condition to Ethereal’s obligations under this Section 12.1, you must provide Ethereal (i) prompt written notice of the claim (and in any event notice in sufficient time for Ethereal to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim, and (iii) all reasonable necessary cooperation. This Section 12.1 sets forth Ethereal’s sole liability and your exclusive remedy with respect to third party claims of intellectual property rights infringement.

12.2. By You. You will indemnify, defend and hold Ethereal and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) arising out of any claim relating to any Content or the use of Content (including any claims made by or arising from end users), or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims“). You will not consent to the entry of a judgment or settle a Claim without Ethereal’s prior written consent, which may not be unreasonably withheld. If you do not promptly assume and conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate the Claim, then Ethereal may take control of the defense (without limiting your indemnification obligations). Your obligations under this Section 12.2 are independent of your other obligations under the Agreement.

13. Ethereal Confidential Information

13.1. Definition. All information disclosed by Ethereal that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information“. Confidential Information includes non-public aspects of the Ethereal Marketplace and Ethereal’s applications; non-public aspects of third-party applications listed in the Ethereal Marketplace to which you obtain access as a result of the relationship between you and Ethereal under this Agreement; and non-public technology, technical information and product plans to which you obtain access as a result of the relationship between you and Ethereal under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Ethereal or anyone else.

13.2. Your Obligations. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Ethereal with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Ethereal’s cost, if Ethereal wishes to contest the disclosure.

13.3. Injunctive Relief. In event of actual or threatened breach of this Section 13, Ethereal shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.

14. Information You Provide Is Not Confidential

14.1. You understand and agree that Ethereal develops its own products and services and works with many other vendors and developers, and either Ethereal or these third parties could in the future develop (or already have developed) products similar to yours.

14.2. You should not provide to Ethereal any information that you consider confidential and you agree that Ethereal is not subject to any confidentiality obligations or use restrictions related to information that you may provide to us in relation to this Agreement. You expressly agree that neither this Agreement nor your participation in the Marketplace limits Ethereal’s right to develop or have developed for it products, concepts, systems or techniques that are similar to or compete with any Marketplace Product and Service or any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to Ethereal. For clarity, however, this paragraph, in itself, does not grant Ethereal any license under your intellectual property rights.

15. Ethereal Trademarks/Publicity

You will: (i) only use the Ethereal Marks in the form and manner as set forth and only in connection with the sale of your Marketplace Products and Services in the Ethereal Marketplace; (ii) not register any domain names that contain any terms that are the same or similar to any Ethereal Marks; and (iii) upon expiration or termination of this Agreement for any reason, immediately cease all use of the Ethereal Marks, unless you are otherwise authorized to continue using the Ethereal Marks pursuant to a separate written agreement with Ethereal. “Ethereal Marks” means the trademarks, trade names, service marks and logos owned or otherwise used by Ethereal. Nothing contained herein shall grant you any ownership right in the Ethereal Marks.

16. Disclaimers and Limitations of Liability

16.1. Disclaimer of Warranties. THE ETHEREAL MARKETPLACE AND ANY ETHEREAL MATERIALS ARE PROVIDED “AS IS” AND ETHEREAL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

16.2. Limitations of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 ABOVE: (A) NEITHER YOU NOR ETHEREAL SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER YOUR OR ETHEREAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ETHEREAL MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ETHEREAL’S MARGIN IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. FOR THE PURPOSES OF THIS AGREEMENT, “ETHEREAL’S MARGIN” MEANS THE AMOUNTS RECEIVED BY ETHEREAL FROM SALES OF YOUR PRODUCTS AND SERVICES, MINUS THE REVENUE SHARE ETHEREAL HAS PAID YOU.

16.3. Basis of Bargain; Failure of Essential Purpose. The parties have entered into this Agreement relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk stated in this Agreement and agree that such provisions are an essential basis of the bargain between the parties. The parties further agree that all such limitations, disclaimer and other provisions will survive and apply even if any limited remedy is found to have failed of its essential purpose.

17. Agreement Changes

This Agreement relates to the broader Ethereal Marketplace, which will change over time. Ethereal reserves the right to change this Agreement at any time in its sole discretion with the changes to become effective thirty (30) days after notice. Ethereal will give you notice of the changes by posting an updated version of this Agreement online or by emailing you at an email address you have provided. If you do not agree to any of the proposed changes, you may terminate this Agreement prior to the date on which the changes were to take effect by (i) providing written notice to Ethereal and (ii) terminating this Agreement and withdrawing all of your Products and Services from the Marketplace. If you so terminate the Agreement, the proposed changes will have no effect on you. However, if you do not so terminate then your continued participation in the Ethereal Marketplace after changes to this Agreement take effect will constitute your acceptance of the changes.

18. Dispute Resolution; Governing Law

18.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: Jalingo (Nigeria), Abuja (Nigeria) or Jos (Nigeria). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in Jalingo (Nigeria). All negotiations and arbitration proceedings pursuant to this Section 18.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

18.2. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the Federal Republic of Nigeria. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 18.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal courts. Notwithstanding the foregoing, Ethereal may bring a claim for equitable relief in any court with proper jurisdiction.

18.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 18, nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

19. General

This Agreement may not be amended except in writing signed by both parties or as provided in Section 17 (Agreement Changes) above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The word “including” will be interpreted without limitation when used in this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. Ethereal’s failure to enforce any provision of this Agreement will not constitute a waiver of Ethereal’s rights to subsequently enforce the provision. Ethereal may freely assign, transfer, and delegate its rights and obligations under this Agreement. You acknowledge and agree that Ethereal’s affiliates, contractors and service providers may exercise all rights of Ethereal under this Agreement, including Ethereal’s license rights. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Ethereal’s prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as (1) you give Ethereal written notice of any such assignment at least ten business days before such assignment and (2) the assignee agrees in writing to be bound by all terms and conditions of this Agreement; however, in the event that Ethereal determines that such assignment is to a competitor of Ethereal, Ethereal may terminate this Agreement upon notice to you. Subject to the foregoing limitations, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by Ethereal via email, via a posting in the Marketplace Guidelines, or via a message through your vendor account/dashboard, or (ii) by you via email to info@ethereal.ng or to such other email or physical addresses as Ethereal may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.