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Merchant Agreement

Effective Date: 20/02/2025

This Merchant Agreement ("Agreement") is entered into by and between:

1. My Hoardings Limited, a company incorporated under the Companies and Allied Matters Act 2020 of Nigeria, with Company Registration No. 7995453 and principal office at [Address] (hereinafter referred to as "Hoardings.Africa" or "Platform Owner");

AND

2. [Media Owner's Name], a media asset owner duly incorporated under the laws of [Country], with its principal office at [Address] (hereinafter referred to as "Media Owner").

Collectively referred to as the "Parties" and individually as a "Party".

1. PURPOSE

The Media Owner wishes to list, market, and make available its outdoor media assets (including but not limited to billboards, LED screens, transit media, wall drapes, and other advertising spaces) ("Media Assets") on the Hoardings.Africa platform operated by My Hoardings Limited for the purpose of promoting and facilitating advertising bookings.

2. LISTING OF MEDIA ASSETS

  • The Media Owner shall provide accurate, complete, and up-to-date information about each listed Media Asset, including specifications, availability, pricing, and imagery.
  • The Media Owner represents and warrants that it has full right, title, and authority to list and offer the Media Assets for advertising purposes.

3. RESPONSIBILITIES OF THE PARTIES

3.1 Responsibilities of the Media Owner:

  • Maintain and manage the listed Media Assets in good, operational condition.
  • Ensure compliance with all applicable laws, regulations, and licensing requirements.
  • Promptly update availability, pricing, and relevant information for Media Assets.
  • Respond promptly to booking requests and inquiries routed through the Hoardings.Africa platform.

3.2 Responsibilities of Hoardings.Africa:

  • Provide and maintain the platform and infrastructure necessary for listing and promoting Media Assets.
  • Facilitate booking requests, client inquiries, and secure payments where applicable.
  • Promote listed Media Assets to potential advertisers via digital and traditional marketing channels.

4. FEES AND COMMISSIONS

  • Hoardings.Africa shall be entitled to a 15% (fifteen percent) commission on all successful bookings or transactions facilitated through the platform.
  • Payments collected from advertisers will be remitted to the Media Owner net of the 15% commission within 30 business days after receipt of full payment from the advertiser.
  • A detailed remittance statement will accompany all payouts.

5. INTELLECTUAL PROPERTY

The Media Owner grants Hoardings.Africa a non-exclusive, royalty-free license to use the Media Owner's trademarks, logos, media imagery, and descriptions solely for the purpose of marketing and promoting the Media Assets on the platform.

6. TERM AND TERMINATION

  • This Agreement shall commence on the Effective Date and shall remain valid unless terminated by either Party with 30 calendar days' prior written notice.
  • Hoardings.Africa reserves the right to suspend or terminate this Agreement immediately without prior notice if the Media Owner breaches any material term or engages in any action that may damage the reputation or operations of the platform.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

  • It has the full power and authority to enter into and perform its obligations under this Agreement.
  • The execution and performance of this Agreement will not violate any other agreement or legal obligation.
  • Media Assets listed are free from third-party claims and fully authorized for advertising use.

8. LIMITATION OF LIABILITY

In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement.

9. INDEMNITY

The Media Owner agrees to indemnify, defend, and hold harmless Hoardings.Africa, its affiliates, officers, and employees from and against any third-party claims, losses, or damages arising from or related to:

  • Breach of any representations or warranties herein;
  • Violation of applicable laws or regulations;
  • Disputes regarding the ownership or use of the Media Assets.

10. CONFIDENTIALITY

Each Party shall keep confidential all proprietary or non-public information obtained from the other Party during the term of this Agreement and shall not disclose it to any third party without prior written consent.

11. GOVERNING LAW AND DISPUTE RESOLUTION

  • This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
  • Any dispute arising out of or related to this Agreement shall be first resolved amicably through negotiations. If unresolved within 30 days, the dispute shall be referred to arbitration in Lagos, Nigeria, under the rules of the Lagos Court of Arbitration.