Terms and Conditions

Effective Date: April 17, 2025

Last Updated: July 13, 2025

Preamble: Welcome to Duala Market Waterside Market

Welcome to the Duala Market Waterside Market ("DMWM") platform. Our mission is to empower African vendors by connecting their unique products and vibrant businesses with customers across the globe. We are dedicated to building the most trusted digital marketplace for Africa and its diaspora by facilitating secure, seamless, and transparent trade.

This document, our Terms and Conditions, is a legally binding agreement ("Agreement") that governs your access to and use of our platform. It is designed to protect all members of our community—Buyers, Vendors, and DMWM—by clearly outlining our respective rights and responsibilities. By creating an account or using any of our services, you confirm that you have read, understood, and agree to be bound by all terms of this Agreement, along with our Privacy Policy, Seller Code of Conduct, and all other policies published on our platform, which are incorporated herein by reference. We encourage you to review this document carefully to ensure you understand your obligations and the framework that makes our trusted marketplace possible.

Section 1: Definitions

To ensure clarity and prevent ambiguity, the following terms shall have the meanings ascribed to them below. This table serves as a single source of truth for all key terminology used throughout this Agreement.

Section 2: Acceptance and Scope of this Agreement

2.1. A Legally Binding Contract

This Agreement constitutes a legally binding and enforceable contract between you (the "User") and Duala Market Waterside Market LLC ("DMWM"). Your access to and use of the Platform is expressly conditioned upon your acceptance of this Agreement. If you do not agree to be bound by these terms, you may not access or use the Platform.

2.2. Methods of Acceptance

You formally accept this Agreement and consent to be bound by its terms when you perform any of the following affirmative actions:

• Creating an Account on the Platform;
• Clicking a button or checking a box marked "I Agree," "Accept," "Sign Up," or similar language during the registration or transaction process; or
• Accessing or using any part of the Platform, including browsing product listings.

These actions signify your electronic signature and your intent to be bound, creating an enforceable contract under laws such as the U.S. Electronic Signatures in Global and National Commerce (E-Sign) Act and the Kenya Information and Communications Act.

2.3. Incorporation of Other Policies

This Agreement includes and incorporates by reference other essential documents that govern your use of the Platform. These include, but are not limited to, the DMWM Privacy Policy, Seller Code of Conduct, Prohibited Products Policy, and Intellectual Property Policy. These policies are integral parts of this Agreement, and by accepting these terms, you also agree to comply with all such incorporated policies.

2.4. Primacy of the English Language

The DMWM Platform operates globally, and for legal consistency, the English language version of this Agreement is the definitive and governing text. While we may provide translations for the convenience of our Users, these are for informational purposes only. In the event of any conflict, discrepancy, or ambiguity between the English version and any translated version, the English version shall prevail and be controlling.

Section 3: Modifications to the Agreement

3.1. Right to Amend

DMWM operates in a dynamic global market and must adapt to evolving legal, technological, and business environments. Therefore, we expressly reserve the right to modify, amend, or restate this Agreement, including any incorporated policies, at our sole discretion at any time.

3.2. Notice of Material Changes

For any changes we deem material, we will provide you with reasonable advance notice, typically thirty (30) days, by posting the updated Agreement on the Platform and/or by sending a notification to the email address associated with your Account. The notice will specify the date on which the new terms become effective. Changes that are non-material, for clarification purposes, or required by law may take effect immediately without advance notice.

3.3. Acceptance of Amendments

Your continued access to or use of the Platform after the effective date of the amended Agreement constitutes your binding acceptance of the changes. It is your responsibility to regularly review this Agreement to stay informed of any updates.

3.4. User's Sole Recourse

If you do not agree with any of the proposed changes, your sole and exclusive remedy is to terminate this Agreement by closing your Account and ceasing all use of the Platform and its services.

Section 4: Eligibility and User Obligations

4.1. Legal Capacity

To use the Platform, you must be at least 18 years of age (or the age of legal majority in your jurisdiction) and have the full legal capacity to enter into and form legally binding contracts under applicable law. The Platform is not available to minors or to any Users who have been temporarily or indefinitely suspended by DMWM.

4.2. Business Representation

If you are creating an Account or using the Platform on behalf of a business, company, partnership, or other legal entity, you represent and warrant that:

• You are an authorized representative of that entity;
• You have the full legal authority to bind that entity to this Agreement; and
• The entity is duly organized, validly existing, and in good standing under the laws of its country of registration.

In such cases, all references to "you" and "your" in this Agreement will refer to both you as an individual and the entity you represent.

4.3. Provision of Accurate Information

You agree to provide true, accurate, current, and complete information about yourself and your business as prompted by our registration and verification processes. You are obligated to maintain and promptly update this information to keep it accurate and complete. Providing false, inaccurate, or outdated information constitutes a material breach of this Agreement and may result in immediate Account suspension or termination.

4.4. Compliance with All Applicable Laws

You are solely responsible for ensuring that your use of the Platform and all activities you conduct, including listing Products, making purchases, and arranging shipments, comply with all applicable local, national, and international laws, statutes, ordinances, and regulations. This includes, but is not limited to, laws related to trade sanctions, export/import controls, customs, taxation, consumer protection, and product safety. You must not use the Platform for any illegal or fraudulent purpose.

Section 5: Account Registration and Security

5.1. Account Creation

Access to certain features of the Platform, particularly for buying and selling, requires you to register for an Account. During registration, you will be required to provide certain information and create a password. You may also be subject to a verification process to establish your identity or business credentials.

5.2. User Responsibility for Account Security

You are solely and entirely responsible for maintaining the confidentiality and security of your Account credentials, including your password. You are also responsible for any and all activities that occur under your Account, whether or not authorized by you. The security of your Account is paramount, and you agree to accept all risks of unauthorized access.

5.3. Prohibition on Account Transfer

Your Account is personal to you or the entity you represent. You may not transfer, sell, assign, or otherwise dispose of your Account or User ID to another party without the prior express written consent of DMWM. Any attempt to do so will be null and void and will constitute a material breach of this Agreement.

5.4. Notification of Unauthorized Use

You agree to notify DMWM immediately and without delay if you know or have reason to suspect that your Account credentials have been lost, stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

Section 6: The Role of DMWM as a Marketplace Venue

6.1. Platform as a Neutral Venue

DMWM is a technology company that provides an online marketplace venue. The Platform acts as a neutral facilitator to allow registered Vendors to list and sell their Products and for Buyers to find and purchase those Products. The actual contract for sale is formed directly and exclusively between the Vendor and the Buyer. DMWM is not a party to this contract.

6.2. DMWM is Not a Seller or Traditional Auctioneer

DMWM does not function as a traditional retailer, auctioneer, or seller of the Products listed on the Platform. We do not manufacture, source, own, store, inspect, or take title to any of the Products offered by Vendors. Our role is strictly limited to providing the technology and services that enable transactions between Users.

6.3. No Guarantee of Transactions or Listings

As a neutral venue, DMWM does not control and provides no guarantee or warranty regarding any of the following:

• The existence, quality, safety, authenticity, or legality of Products advertised;
• The truth, accuracy, or completeness of any User-generated Content or product listings;
• The ability or willingness of a Vendor to sell a Product or fulfill an order;
• The ability or willingness of a Buyer to pay for a Product; or
• That a Buyer or Vendor will actually complete a transaction, or that a return or refund will be processed to the User's satisfaction.

The decision to engage in a transaction is made solely at the User's own risk.

6.4. Guidance is Informational Only

From time to time, DMWM may provide guidance on matters such as pricing, shipping, listing categorization, or sourcing. Such guidance is provided solely for informational purposes. You are not required to follow this guidance and may choose to do so or not at your own discretion and risk. DMWM is not liable for any outcomes resulting from your decision to follow or ignore such informational guidance.

Section 7: Vendor Responsibilities and Conduct

All Vendors on the DMWM Platform are expected to adhere to the highest standards of professionalism, integrity, and customer service. By selling on the Platform, you agree to the following responsibilities:

7.1. Adherence to Seller Code of Conduct

You must comply at all times with the DMWM Seller Code of Conduct, which is incorporated by reference into this Agreement. The Code of Conduct outlines our principles for fair dealing, customer trust, and marketplace integrity. Failure to adhere to the Code of Conduct can result in enforcement actions, including Account suspension or termination.

7.2. Listing Accuracy and Responsibility

You are solely responsible for all aspects of the Products you list for sale. This includes ensuring that all product listings are accurate, complete, and not misleading. You must provide clear and truthful information regarding product descriptions, specifications, condition, price, taxes, shipping costs, and available inventory. You are responsible for keeping your inventory information current to avoid selling out-of-stock items.

7.3. Authenticity and Intellectual Property

You represent and warrant that all Products you offer for sale are authentic and sourced legally. You further warrant that your Products, listings, and Content do not infringe upon or violate the intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights of any third party. The sale of counterfeit, replica, or unauthorized goods is strictly prohibited and is grounds for immediate and permanent termination from the Platform.

7.4. Product Compliance and Safety

You are responsible for ensuring that your Products comply with all applicable safety, labeling, testing, and regulatory standards in both your jurisdiction and the jurisdiction of the Buyer. This includes any requirements set by agencies like the U.S. Consumer Product Safety Commission (CPSC) or equivalent bodies in other countries. You must not list any Products that are recalled, unsafe, or otherwise illegal for sale.

7.5. Order Fulfillment and Professionalism

You must fulfill all orders promptly, professionally, and in accordance with the terms specified in your listing and DMWM's policies. You are expected to provide excellent customer service, respond to Buyer inquiries in a timely and respectful manner, and handle any issues or complaints fairly and efficiently.

7.6. Prohibition on Transaction Circumvention

You are strictly prohibited from engaging in any activity designed to divert Buyers away from the DMWM Platform or to circumvent DMWM's Fee structure. This includes, but is not limited to, posting external links in your listings, including marketing materials in packages that direct customers to other sales channels, or engaging in offline transactions for orders initiated on the Platform.

7.7. Tax and Customs Responsibility

You are solely responsible for determining your obligations to collect, report, and remit all applicable taxes (such as sales tax, VAT), customs duties, and other governmental fees associated with your sales on the Platform. DMWM is not a tax advisor or customs broker and will not be responsible for calculating, collecting, or remitting these amounts on your behalf, unless explicitly required by law in a specific jurisdiction.

Section 8: Product Listings, Content, and Intellectual Property

8.1. User-Generated Content

You are solely responsible for all Content that you submit, post, or display on the Platform. You represent and warrant that you own or have all necessary rights, licenses, and permissions to use and authorize DMWM to use your Content as described in this Agreement. You further warrant that your Content is not false, inaccurate, misleading, defamatory, libelous, obscene, or in violation of any law or DMWM policy.

8.2. License to DMWM

To enable us to operate and promote the Platform, you grant DMWM a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (through multiple tiers) right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your Content. This license allows us, for example, to display your product images to Buyers, feature your products in marketing materials, and re-format your content for mobile devices. This license survives the termination of your Account. You waive all moral rights in the Content to the fullest extent permitted by law.

8.3. DMWM's Intellectual Property

All rights, title, and interest in and to the Platform, including its underlying software, code, design, text, graphics, branding, logos, and the "Duala Market Waterside Market" and "DMWM" trademarks, are and will remain the exclusive property of DMWM and its licensors. This Agreement does not grant you any right, title, or interest in the Platform or its branding, other than the limited right to use the Platform in accordance with these terms.

8.4. Intellectual Property Infringement Policy

DMWM respects the intellectual property of others and expects our Users to do the same. We have established a clear policy and procedure for addressing claims of IP infringement. If you are a rights holder and believe that Content on our Platform infringes your copyright, trademark, or patent, please follow the instructions on our dedicated Intellectual Property Infringement page to submit a takedown notice. Upon receipt of a valid notice, we will investigate the claim and take appropriate action, which may include removing the allegedly infringing material and, in cases of repeat infringement, terminating the responsible User's Account. This process is designed to comply with laws like the U.S. Digital Millennium Copyright Act (DMCA) and provides a "safe harbor" that protects the Platform from liability for User-posted content.

Section 9: Transactions, Payments, and Fees

9.1. Fees and Fee Schedule

As a Vendor, you agree to pay the Fees associated with using the Platform. All fees payable to DMWM by a Vendor — including, but not limited to, commission fees, transaction processing fees, subscription fees, and any other applicable charges — are specified within the Vendor’s selected plan and corresponding platform terms. These fee terms form part of this Agreement and may be updated by DMWM at its discretion.

9.2. Third-Party Payment Processing

All payments made on the Platform are processed through integrated Third-Party Services, such as e.g., moneroo, pawaPay, Stripe, and other mobile money or bank transfer providers. DMWM is not a bank, financial institution, or money services business. We act as a payment facilitator by providing the technology to connect you with these processors. You agree to comply with the terms and conditions of our third-party payment partners. DMWM is not responsible for the performance, security, or availability of these Third-Party Services.

9.3. Payment Authorization

(a) For Buyers: You authorize DMWM and its designated payment processors to charge your selected payment method (e.g., bank account, credit card, mobile money account) for the full Gross Merchandise Value (GMV) of any transaction you initiate.

(b) For Vendors: You authorize DMWM to receive the GMV on your behalf and to deduct all applicable Fees from the GMV before disbursing the net proceeds to your designated payout account.

9.4. Fund Holding and Payouts

To build Buyer trust and ensure transaction integrity, DMWM employs a managed payment system.

(a) Fund Holding: Transaction funds will be held by DMWM or its designated payment partner in a non-interest-bearing account. These funds will not be released to the Vendor until valid proof of delivery is confirmed by the integrated logistics partner, or until a specified period has passed following shipment without a dispute being filed by the Buyer. This process serves as a protective mechanism for Buyers, functioning similarly to an escrow system by ensuring that funds are only released once basic fulfillment conditions have been met.

(b) Payouts to Vendors: Payouts of net proceeds will be made to the Vendor’s verified bank account, credit card, or mobile money account. While DMWM aims to process payouts in a timely manner, actual payout timing may vary based on processing times, currency conversion rates, and other operational factors. DMWM reserves the right to place holds, reserves, or limits on a Vendor’s Account if, in our sole discretion, we determine there is a high risk of chargebacks, disputes, or other liabilities associated with the Account.

9.5. Security Interest

To secure your performance of your obligations under this Agreement (including your obligation to pay Fees and reimburse DMWM for chargebacks or refunds issued on your behalf), you grant DMWM a first-priority lien and security interest in all funds processed for you through the Platform and any funds held in your payout balance. You authorize DMWM to take any action necessary, including filing financing statements, to perfect and enforce this security interest. This provision provides a critical layer of financial protection for the Platform, ensuring it can recover amounts owed by Vendors.

Section 10: Shipping and Delivery

10.1. Vendor's Fulfillment Responsibilities

The Vendor is solely responsible for the timely and accurate fulfillment of all orders. This includes professionally packaging Products to prevent damage, correctly labeling packages in accordance with the requirements of our logistics partners, and accurately entering all required shipping and customs information into the Platform's shipping interface. Any delays or issues arising from incorrect packaging or data entry are the Vendor's responsibility.

10.2. Use of Third-Party Logistics Partners

DMWM facilitates worldwide shipping by integrating the services of reputable third-party logistics partners, such as DHL. While the Platform provides the tools to generate shipping labels and track packages, DMWM is not a carrier, freight forwarder, or logistics provider. The contract for carriage is between the Vendor and the logistics partner.

10.3. Disclaimer of Shipping Liability

DMWM is not liable for any loss, damage, delay, non-delivery, or other issues that occur while a Product is in the possession or control of a third-party logistics partner. The Vendor's and Buyer's sole recourse for shipping-related claims is with the carrier, subject to that carrier's terms of service, insurance policies, and claims procedures. DMWM will provide reasonable assistance in facilitating communication with the carrier but bears no financial liability for the carrier's performance.

10.4. Proof of Delivery

For the purpose of releasing transaction funds to the Vendor, a valid "Proof of Delivery" shall be defined as an electronic confirmation from the integrated logistics partner's tracking system indicating that the package has been successfully delivered to the Buyer's specified address. DMWM reserves the right to consider other evidence of delivery in its discretion but is not obligated to do so.

Section 11: Returns, Refunds, and Buyer-Vendor Disputes

11.1. Platform Return Policy

To ensure a consistent and trustworthy shopping experience, all Vendors must adhere to DMWM's minimum Platform Return Policy. This policy will grant Buyers the right to return a Product within a specified timeframe (e.g., 14 days from delivery) if the Product is defective, damaged, or materially different from its description in the listing. This aligns with global consumer protection standards, such as those found in South Africa's Electronic Communications and Transactions Act. Vendors may offer a more generous return policy, but not one that is more restrictive than the Platform's minimum standard.

11.2. Tiered Dispute Resolution Process

In the event of a dispute between a Buyer and a Vendor regarding a transaction, Users agree to follow the tiered resolution process managed through the Platform.

(a) Tier 1: Direct Negotiation: The Buyer must first initiate a dispute through the Platform's resolution center, which will notify the Vendor. The Buyer and Vendor are required to communicate in good faith and attempt to resolve the issue directly for a period of seven (7) calendar days.

(b) Tier 2: Escalation to DMWM Mediation: If the dispute is not resolved through direct negotiation within the specified timeframe, either party may escalate the dispute to DMWM for mediation.

11.3. DMWM's Role in Mediation

When a dispute is escalated, DMWM will act as a neutral third-party mediator. We will review the evidence submitted by both parties, including transaction details, communications on the Platform, product listings, and shipping information.

(a) Non-Binding Recommendation: In most cases, DMWM will issue a non-binding recommendation for resolving the dispute.

(b) Binding Decision: However, you agree that DMWM has the authority to make a final and binding decision in its sole discretion in cases involving clear violations of Platform policies, fraud, or failure by a party to respond or provide requested information. Such decisions may include issuing a refund to the Buyer from the funds held by DMWM, reversing a transaction, or requiring the return of a Product at the Vendor's expense.

11.4. Conclusive Evidence

You agree that in any dispute, DMWM's internal records of transactions, communications, and tracking data shall be considered conclusive and binding evidence of the events that transpired.

Section 12: Prohibited Activities and Enforcement

12.1. Prohibited Activities

To protect the safety, integrity, and fairness of the DMWM marketplace, all Users are strictly prohibited from engaging in the following activities:

• Breaching or circumventing any laws, third-party rights, or our systems, policies, or determinations of your account status;
• Using the Platform for any fraudulent or illegal purpose;
• Listing or selling any items on the Prohibited Products Policy list;
• Infringing upon the copyright, trademark, patent, or other intellectual property rights of any third party;
• Manipulating product prices, search results, or customer reviews;
• Failing to deliver items sold by you, unless you have a valid reason as set out in a DMWM policy;
• Interfering with any other User's listings or business;
• Taking any action that may undermine the integrity of the feedback or rating systems;
• Engaging in fee avoidance or circumvention;
• Distributing spam, unsolicited or bulk electronic communications, or pyramid schemes;
• Using any robot, spider, scraper, or other automated means to access our Platform for any purpose without our express written permission;
• Distributing viruses or any other technologies that may harm DMWM or the interests or property of Users;
• Operating more than one Account without prior authorization from DMWM;
• Harassing, threatening, or defaming any other User or a DMWM employee.

12.2. DMWM's Enforcement Rights

DMWM reserves the right, but not the obligation, to investigate any suspected violation of this Agreement. In our sole discretion, we may take any enforcement action we deem appropriate, with or without notice to you. Such actions may include, but are not limited to:

• Issuing official warnings;
• Removing or editing listings or other Content;
• Limiting or restricting your Account privileges, such as your ability to list or buy;
• Temporarily suspending your Account;
• Indefinitely suspending or terminating your Account.

Section 13: Termination and Suspension

13.1. Termination by User

You may terminate this Agreement at any time by closing your Account through the Platform's settings. Termination is effective upon your completion of the account closure process, provided that you have fulfilled all outstanding transaction obligations and paid all outstanding Fees owed to DMWM.

13.2. Termination and Suspension by DMWM

(a) Termination for Convenience: DMWM may terminate this Agreement and your Account for any reason by providing you with thirty (30) days' advance written notice.

(b) Suspension or Termination for Cause: DMWM may suspend or terminate your Account and this Agreement immediately and without prior notice if we determine, in our sole discretion, that:

• You have committed a material breach of this Agreement or any incorporated policy;
• Your actions have exposed or are likely to expose DMWM, our affiliates, or other Users to legal liability, financial loss, or significant harm;
• You have engaged in deceptive, fraudulent, or illegal activities;
• We are required to do so by law or by a governmental or regulatory authority; or
• We are unable to verify or authenticate any information you provide.

13.3. Effect of Termination

Upon termination of this Agreement, all rights and obligations will immediately cease, except that you will remain responsible for all obligations related to transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

13.4. Survival of Clauses

The following sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 8.2 (License to DMWM), Section 9 (Transactions, Payments, and Fees, for amounts owed), Section 15 (Disclaimers and Limitation of Liability), Section 16 (Indemnification), Section 17 (Dispute Resolution, Governing Law, and Arbitration), and any other provisions that by their nature should survive.

Section 14: Privacy and Data Protection

14.1. Privacy Policy

Your privacy is of paramount importance to us. Our collection, use, storage, and protection of your personal data are governed by the DMWM Privacy Policy, which is incorporated by reference into this Agreement. By accepting these Terms and Conditions, you also acknowledge and agree to the practices described in our Privacy Policy.

14.2. Compliance with Global Data Protection Laws

DMWM is committed to processing personal data in compliance with applicable data protection laws around the world. Our practices are designed to meet the high standards set by landmark regulations, including the European Union's General Data Protection Regulation (GDPR) and the Nigeria Data Protection Act (NDPA) 2023. We will obtain consent where required, honor data subject rights, and implement appropriate security measures to protect personal data.

14.3. Vendor as an Independent Data Controller

This clause clarifies the distinct data protection roles within our marketplace.

• When a Buyer makes a purchase, they provide personal data (such as name, shipping address, and contact information) that is necessary for the Vendor to fulfill the order.
• For the purposes of processing this specific order-related data, the Vendor acts as an independent data controller. DMWM is also an independent data controller of the data it processes for its own purposes (e.g., account management, platform analytics).
• As an independent data controller, you, the Vendor, are solely responsible for complying with all applicable data protection laws with respect to the Buyer data you receive. This includes, but is not limited to, protecting the data, not using it for any purpose other than order fulfillment (e.g., no unsolicited marketing), and responding to data subject rights requests.
• You agree to indemnify DMWM for any claims, fines, or losses arising from your failure to comply with your obligations as a data controller.

Section 15: Disclaimers and Limitation of Liability

This section is critical and limits DMWM's liability to you. Please read it carefully.

15.1. "AS IS" AND "AS AVAILABLE" DISCLAIMER

THE DMWM PLATFORM AND ALL SERVICES, CONTENT, AND TOOLS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, DMWM AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND AGENTS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

15.2. DISCLAIMER OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL DMWM OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM, OUR SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3. LIABILITY CAP

REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF WE ARE FOUND TO BE LIABLE, OUR TOTAL AGGREGATE LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AND AGENTS, TO YOU OR TO ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES YOU PAID TO DMWM IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

Some jurisdictions do not allow the disclaimer of implied warranties or the exclusion or limitation of certain damages, so the foregoing disclaimers and limitations may not apply to you to the extent they are prohibited by applicable law.

Section 16: Indemnification

You agree to indemnify, defend, and hold harmless DMWM and its affiliates, and their respective officers, directors, employees, representatives, and agents from and against any and all third-party claims, demands, losses, damages, settlements, costs, expenses, or other liabilities (including, without limitation, reasonable attorneys' fees) (each, a "Claim") arising out of or related to any of the following:

• Your breach of this Agreement or any of the policies it incorporates by reference;
• Your improper or unlawful use of the Platform or its services;
• Your Content, including any claim that your Content infringes upon a third party's intellectual property rights;
• Your Products, including any claims for product liability, personal injury, property damage, or defects;
• Your violation of any law, rule, regulation, or the rights of a third party; or
• Your determination, calculation, collection, or remittance of any taxes, duties, or fees related to your sales.

You will use legal counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our own expense.

Section 17: Dispute Resolution, Governing Law, and Arbitration

17.1. Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to it, its breach, termination, enforcement, interpretation, or validity, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any conflict of law principles that would require the application of the laws of another jurisdiction.

17.2. Mandatory Informal Dispute Resolution

As a mandatory precondition to initiating arbitration, the aggrieved party must first send a detailed written "Notice of Dispute" to the other party. This notice must be personally signed and describe the nature of the claim and the relief sought. Following receipt of the notice, the parties agree to engage in good-faith negotiations for a period of sixty (60) days to attempt to resolve the dispute informally before proceeding to arbitration.

17.3. Binding Arbitration

If the dispute cannot be resolved through informal negotiations, you and DMWM agree that any and all disputes shall be resolved exclusively through final and binding arbitration, rather than in court.

• The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
• The arbitration shall be conducted in Wilmington, Delaware, USA.
• The language of the arbitration shall be English.
• The arbitrator's decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

This arbitration provision is governed by the U.S. Federal Arbitration Act and is consistent with the Delaware Uniform Arbitration Act.

17.4. Class Action and Representative Action Waiver

YOU AND DMWM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. This waiver is a material and essential part of this arbitration agreement.

17.5. 30-Day Right to Opt-Out of Arbitration

You have the right to opt-out of this binding arbitration provision. If you do not wish to be bound by it, you must notify DMWM in writing within thirty (30) days of the date that you first accept this Agreement. Your written notification must be mailed to our legal notice address and must include your name, address, the email address associated with your Account, and a clear statement that you wish to opt-out of this arbitration agreement. If you opt-out, disputes will be resolved in the state or federal courts located in Wilmington, Delaware.

Section 18: General Provisions

18.1. Entire Agreement

This Agreement, including all policies incorporated by reference, constitutes the entire agreement between you and DMWM and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding its subject matter.

18.2. Severability

If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from this Agreement. The remaining provisions of the Agreement will remain in full force and effect.

18.3. No Waiver

The failure of DMWM to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by DMWM.

18.4. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of DMWM. DMWM reserves the right to assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without your consent or notice, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18.5. Force Majeure

DMWM shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Section 19: Electronic Communications and Signatures

You consent to receive communications from us electronically. We will communicate with you by email, by posting notices on the Platform, or through other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that your affirmative act of clicking "I Agree," submitting information through the Platform, or otherwise using our services constitutes your valid and binding electronic signature, which is the legal equivalent of your manual signature on a written contract.

Section 20: International Usage and Compliance

The DMWM Platform is controlled and operated from its facilities in the United States. We make no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. Notwithstanding the governing law of this Agreement, mandatory consumer protection laws in your country of residence may apply to your transactions. For example, consumers in South Africa may be entitled to rights such as a "cooling-off" period under the Electronic Communications and Transactions Act, which will be honored where legally required.

Section 21: Contact Information

For any questions about this Agreement or for any legal notices, please contact us at:

Duala Market Waterside Market LLC

Attn: Legal Department

Email: legal@dmwm.com