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Posted on December 21, 2015.

TERMS OF USE

This website is operated by Okanjo Partners, Inc. and/or its affiliates (referred to as “Okanjo” or “we” or “us”). Okanjo is a marketplace service that powers local eCommerce, connecting buyers and sellers.

Governing Agreement

These Terms of Use (“Terms” or “Agreement”) and any other policies, referenced in or incorporated into these Terms, contain the terms upon which we are willing to provide access to and use of this website and all related pages, information, databases, tools, materials and services (collectively referred to as the “Site”). “You” refers to the reader of these Terms. The Terms of Use form an agreement between you and Okanjo.  Prior to joining Okanjo, you must read and accept the Terms of Use.  Use of the Site constitutes your acceptance of the Terms.  If you do not agree to be bound by these Terms, you may not access or use the Site.  Please scroll down through the Terms (accessing and reading the linked information) to review important provisions regarding intellectual property, Disclaimers and Limitations of Liability, Indemnification, waivers and other legal restrictions.  By use of the Site, you agree that the Terms will apply whenever you use Okanjo’s services or the Site.

If you have questions regarding these Terms, please contact Okanjo’s registered office at:

Okanjo Partners, Inc.

Attn: General Counsel

220 E. Buffalo Street, Suite 404

Milwaukee, WI 53202

Phone: 414-810-1760

email: legal@okanjo.com

Effective Date and Updates to Terms of Use

For new users, this Agreement is effective upon acceptance; for current users, on August 5th, 2013. Okanjo reserves the right, at our discretion, to change, modify, add or remove portions of these Terms of Use and its Privacy Policy at any time by posting the amended Terms on or within the Site. You may also be given additional notice, such as an email message or messaging within the Site, of any changes. You will be deemed to have accepted such changes by continuing to use the Site. Except as otherwise stated, all amended terms shall automatically be effective five days after they are initially posted. Okanjo may also revise other policies, codes or rules at any time, and the new versions will be on the Site. No amendment to the Terms of Use or Privacy Policy shall apply to any dispute of which Okanjo had actual notice before the date of the amendment.

To the extent the Terms of Use or Privacy Policy conflict with any other terms, policy, rules or codes of conduct, the terms contained in these Terms of Use and in the Privacy Policy shall govern.

License

By accessing the Site, you have a limited license to use the Site for your personal use, including the limited right to view, bookmark, download and print those pages of the Site that interest you, subject to any other terms and conditions of use in these Terms or on the Site. These Terms cannot be waived or modified by any oral communication between you and Okanjo. Your use of any materials, tools or software from the Site is terminable by Okanjo at any time.

Updating Terms

We reserve the right to change, delete, and update portions of these Terms or other policies that govern use of the Site at our discretion by posting the changes on Okanjo.com or other means of notification. You should review these Terms periodically for changes. Any amendments and/or modifications by Okanjo will be prospective only, and, except as otherwise stated, all amended terms shall automatically be effective five days after they are initially posted, unless otherwise provided in these Terms, will be effective upon posting to the Site. The Terms of Use may not otherwise be amended except in a writing hand signed by you and us. For purposes of this provision, a “writing” does not include an email message and a signature does not include an electronic signature. The Terms can be accessed from the link at the bottom of each page of the Site. If you use the Site after we post changes to the Term (or for current users as of the effective date per above) you agree to be bound by the updated Terms. If you do not want to be bound by any new terms, you should discontinue use of the Site. If you have an account or services relationship with Okanjo, that relationship may be governed by another agreement specific to that particular account or relationship, provided that nothing in those other agreements shall diminish the protections or rights provided to Okanjo under these Terms.

Use of the Site

During your use of the Site, you will not:

  1. use the Site if you are under the age of 18, unable to form legally binding contracts, or are suspended from using the Site;
  2. post or distribute on or via the Site (i) inaccurate, false, misleading, threatening, abusive, harassing, sexually explicit, vulgar, profane, obscene, defamatory, or libelous content, (ii) viruses, Trojan horses, or any other code, files, or programs that might intercept, limit, interfere with, or otherwise damage Okanjo users or their property or Okanjo or Its property, including the Site and any activities conducted on or via the Site; or (iii) spam, unsolicited or bulk electronic communications, chain letters, junk mail, surveys, pyramid schemes, or other inappropriate or unwanted materials;
  3. modify, copy or distribute (i) rights or content from Site or (ii) Okanjo's copyrights or trademarks;
  4. use any spider, robot, scraper or any other automated means or device to access the Site for any purpose or bypass the robot exclusion headers or other measures employed to prevent or restrict access to the Site;
  5. copy, distribute, reproduce, modify, create derivative or compilation works from, or publicly display any text, images, or other content from the Site (other than your information) without the prior express written permission of Okanjo or the third party owner of such content, as may be applicable;
  6. take any action that (i) results in the transfer of your Okanjo account to, or its use by, a third party without our consent, (ii) fraudulently affects the seller ratings system by artificially inflating or deflating a seller’s rating; (iii) uses ratings information outside of or transfers it from the Site; (iii) manipulates or circumvents fees payable to Okanjo;
  7. take any action that imposes, or may impose, in our sole judgment, an unreasonable or disproportionately large data load on the Site infrastructure;
  8. take any action that violates any laws, third party rights or the Terms;
  9. fail to deliver payment for items purchased by you, unless the seller has materially changed the item’s description after you bid, clear typographical error has been made, or you cannot reach the seller;
  10. manipulate the price of any item or interfere with other users’ listings;
  11. circumvent or manipulate our fee structure, the billing process, or fees owed to us;
  12. harvest or otherwise collect information about users, including email addresses, without their consent; and
  13. violate any laws, third party rights (including intellectual property rights) or our policies;
  14. post or distribute on or via the site counterfeit product.

Your Content

Okanjo does not claim ownership rights on your Content. You grant Okanjo a license solely to enable Okanjo to use any information or Content you supply without violating any rights you might have in that Content. You grant Okanjo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Okanjo to store or re-format your Content on Okanjo and display your Content on Okanjo in any way Okanjo chooses.

Okanjo reserves the right (but not the obligation) to remove content for any reason, but does not regularly review posted content. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of content.

Okanjo takes no responsibility and assumes no liability for any content posted by you or any third party.

You grant Okanjo the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate the Terms and will not cause injury to any person or entity; and that you will indemnify Okanjo for all claims resulting from content you supply.

Intellectual Property Rights

Okanjo respects the intellectual property rights of others and works to ensure that listed items do not infringe upon the intellectual property rights of third parties. If you believe that your copyright, trademark or other intellectual property rights have been violated, please notify Okanjo either by contacting us at legal@okanjo.com, submitting a claim (link to “Claim Infringement” file on site) or in writing to:

Okanjo Partners, Inc.

Attn: General Counsel

220 E. Buffalo Street, Suite 404

Milwaukee, WI 53202

Phone: 414-810-1760

email: legal@okanjo.com

Okanjo may, at our sole discretion and without limiting other remedies, suspend or terminate accounts of users who may infringe third party intellectual property rights. Additionally, we may prohibit access to the Site and related content, services and tools, remove hosted content without notice and for any reason, and take whatever technical and legal actions we deem necessary and appropriate to deny access to the Site by users who we believe may cause problems, harass other users or our employees, trigger legal liability, infringe third party intellectual property rights, or otherwise violate the Terms (either expressly, impliedly, or in spirit). Okanjo also reserves the right to delete or terminate inactive accounts and to remove the Site altogether or any of its content or functionality.

Copyright Agent for Claims of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act, Okanjo designates the agent below to receive notifications of claimed copyright infringement. If you reasonably believe that your work has been copied in a way that constitutes copyright infringement, please provide to Okanjo’s designated agent the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the information included in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Okanjo’s designated agent for notification may be contacted at:

Okanjo Partners, Inc.

Attn: General Counsel

220 E. Buffalo Street, Suite 404

Milwaukee, WI 53202

Phone: 414-810-1760

email: legal@okanjo.com

Limitation or Termination of Use of the Sites, Service and Tools

Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our services and user accounts, prohibit access to our sites, service or tools, and their content, delay or remove hosted content, and take technical and legal steps to keep users from using our sites, services or tools, if we think they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We reserve the right to cancel unconfirmed accounts or accounts that have been inactive, or to modify or discontinue our sites, services or tools.

Pricing

Okanjo does not charge prospective or actual buyers any fees for registering, offering to purchase, or purchasing listed items on the Site. Okanjo does charge fees for using other services based on our Fees Schedule, which is subject to change with 5 days notice by posting the changes on the Site. Okanjo may temporarily modify or waive certain fees for our services as part of a promotion, which changes will be effective upon posting on the Site. Unless otherwise stated, all fees and applicable taxes are quoted in U.S. Dollars. If you fail to make timely payment, we reserve the right to collect fees applicable taxes owed by all available legal means and you will be responsible for also paying the costs we incur as a result of such collection efforts, including our attorneys’ fees and expenses.

Listing Conditions

By listing an item on the Site, you agree:

  1. that Okanjo is not your agent;
  2. that Okanjo may post your listing on the Site;
  3. that Okanjo cannot guarantee when or where your item will be accessible or searchable   on the Site;
  4. not to engage in bid shilling (a scheme to drive up the price of an item);
  5. that you are solely responsible for the content of the listing and item offered for sale;
  6. that you will post an accurate description of and select an appropriate category for each item you list and will not include any false or misleading information in the description;
  7. that you will not include any offensive, racist, obscene or vulgar language or profanity in your listing;
  8. that you are solely responsible for complying with all laws applicable to the listing, sale, delivery, export and return of your item;
  9. that you are solely responsible for selecting accurate and appropriate harmonized tariff numbers and classification codes for any item you list for international sale;
  10. to complete a transaction by delivering the purchased item to the buyer within 30 days of receiving payment for the item or as otherwise agreed between you and the seller buyer (unless the buyer fails to comply with the terms of sale you post or you cannot authenticate the buyer's identity);
  11. that you are solely responsible for processing any return of your item by the buyer, in compliance with all applicable laws;
  12. that you will not relist an item that has been removed for any reason by Okanjo; and
  13. that you will comply with the Terms and all applicable laws.
  14. that you authorize Okanjo to withdraw funds from your authorized bank account to reimburse a buyer in the event that a dispute is resolved in the buyer’s favor.

Prohibited Items

You may not offer for sale or auction any item that falls within the following categories:

  1. Adult-oriented or other pornographic materials
  2. Alcohol
  3. Banned traded items (i.e. items originating from countries that the United States government bans trade)
  4. Credit or debit cards
  5. Counterfeit currency or stamps
  6. Counterfeit items
  7. Discriminatory items (i.e. any item that promotes illegal activity or discrimination toward any person)
  8. Drugs of any sort including prescription, over-the-counter & illegal.  If applicable, listings must be FDA approved
  9. Firearms, weapons or explosives of any sort including weapons of mass destruction, includes any weapon defined as an assault weapon by federal or Wisconsin law
  10. Fluids that have been contained within or produced by any organism
  11. Fraudulent, harmful, illegal, inappropriate or offensive items
  12. Government sensitive materials
  13. Graphic violence items against humans or animals
  14. Hazardous materials or chemicals, including fireworks
  15. Human body parts or remains of any sort
  16. Illegal activity items (i.e. items that provide, promote, encourage or facilitate illegal activity)
  17. Illegal animal products (i.e. ivory or items from endangered species)
  18. Illegal electronics of any sort including radar jammers and TV descramblers
  19. Items that infringe a third party’s intellectual property rights
  20. Lotteries, sweepstakes, raffles, contests, drawings, prizes or other chances to win items or money, or related tickets or entry
  21. Medical devices requiring a prescription of legally obtainable only through a licensed provider
  22. Misrepresented items.  All items must have an image, description and title that accurately represents the item being sold.  Stock photos may not be used to represent items that are not in new condition
  23. Noxious weeds. See the National Plant Board's regulated noxious weeds list
  24. Pets or live animals
  25. Pipes made from metal, acrylic, glass, plastic, or ivory
  26. Pirated or bootlegged materials
  27. Propaganda (i.e. items of prohibited political parties, clubs and unions, items of anti-constitutional organizations)
  28. Prostitution or any related service
  29. Recalled items
  30. Replica guns or other imitation firearms that can be converted to shoot a lethal projectile
  31. Stocks or other forms of financial investments
  32. Stolen items or items with removed or altered serial numbers
  33. Tickets which include an image of the barcode or ticket number
  34. Tobacco or any item containing tobacco and intended for consumption
  35. Unsanitary, unclean, or non-hygienic items

Okanjo reserves the right to modify these categories of prohibited items at any time. Okanjo may, in its sole discretion, determine whether an item falls under one of these categories of prohibited items and may refuse or remove the posting, without liability to any prospective or actual buyer or to the seller. You are responsible for ensuring that it is legal to sell the item you list in the country in which you reside and in the countries where you offer to sell it.

Purchase Conditions

By purchasing, offering to purchase, or bidding on an item on the Site, you agree:    

  1. that Okanjo is not your agent;
  2. to make payment for items purchased by you (unless the seller materially changes the terms of sale after you agree to purchase the item or you cannot authenticate the seller's identity);
  3. that you are responsible for ensuring that it is legal to purchase the item; and
  4. that you will comply with the Terms and all applicable laws.
  5. to pay for an auction item within 48 hours of the completion of the auction (unless the seller has stated different payment terms within the description of the item or the auction is for an event that is less than 48 hours after the auction concludes).

Okanjo Buy Happier

The Okanjo Buy Happier Promise covers all purchases by Okanjo buyers of items that meet the conditions described below.  Okanjo facilitates the resolution process when buyers claim to sellers that their item was not received or the received item was different from the described listing. Please note that the Okanjo Buy Happier Promise applies only to the transaction - it is not a product warranty of any kind or a solution should a buyer change their mind after making a purchase.  

Okanjo Buy Happier Promise covers only claims filed in accordance with the Okanjo Buy Happier Promise, not claims filed with PayPal, Balanced, a credit card provider or a shipping provider.  Okanjo Buy Happier Promise will not cover claims for which the buyer has initiated another form of resolution processing, including credit card chargebacks (if the buyer paid by credit card) or PayPal Buy Happier claims (if the buyer paid by PayPal).  Okanjo holds the right to suspend Okanjo’s Buy Happier Promise without notice if Okanjo suspects abuse or interference with Okanjo’s Terms of Use.  In accepting Okanjo’s Terms, all sellers are required to comply with Okanjo Buy Happier Promise resolution process.  

To make a claim with Okanjo Buy Happier Promise, buyers must first contact the seller via Okanjo messaging and attempt to resolve the issue.  If the buyer does not hear back from the seller in seven (7) business days or, after reasonable attempts, cannot resolve the issue with the seller, the buyer can file a claim with Okanjo via the Okanjo Support Page.  Okanjo reserves the right to open a case on behalf of the buyer.  Buyers and sellers permit Okanjo to make a final decision, in our sole discretion, on any case opened under the Okanjo Buy Happier Promise.

When buyers and sellers are involved in the Okanjo Buy Happier Promise process, Okanjo may provide or give them access to each other's names, user IDs, email addresses, other contact information, and other information relating to the case, including without limitation, any relevant documentation obtained from a third party.

If Okanjo resolves a dispute in the buyer's favor, Okanjo will attempt to reimburse the buyer by returning the funds via the seller’s authorized banking account on file with Okanjo.  In the event that there are insufficient funds in this account, Okanjo will require another reimbursement method.  The seller’s account will be suspended until they have reimbursed the buyer in full.  Without limiting the foregoing, sellers may not have to reimburse Okanjo for an Okanjo Buy Happier Promise claim if they provide documentation that the claim was filed in error (for example, delivery confirmation or proof that the item was as described).

Okanjo Buy Happier Plan Conditions

As a buyer, you can file a claim under the Okanjo Buy Happier Promise if you meet the following requirements:

  • You are an eligible buyer on Okanjo;
  • You completed a purchase of an eligible item on Okanjo and started the Okanjo Buy Happier process within 30 days from the date of payment;
  • The item is not excluded from the Okanjo Buy Happier Promise;
  • You have not initiated another form of resolution processing, including credit card chargebacks (if you paid by credit card) or PayPal Buy Happier claims (if you paid by PayPal);
  • There is a good faith dispute between you and the seller regarding the item. A good faith dispute can include cases such as:
    • You did not receive the item in the estimated delivery time provided by the seller. Okanjo holds the right to lengthen this period when necessary (ie due to a natural disaster, national emergency, labor strike or governmental act);
    • You did not receive the item 30 days after payment;
    • You received an item that was different from the one described in the listing (for example, you purchased a sweater, but received a necklace);
    • You received an item that was misrepresented in the item description or product photos; or
    • You received an item that was damaged during shipping.

A good faith dispute does not exist if you improperly claim that the seller has not fulfilled the transaction, if you claim you never received an item when in fact you did, if you refuse to accept shipment of the item (and Okanjo did not end the listing), or if you claim the item was not as described but the seller can prove otherwise.

Exclusions from Okanjo Buy Happier

The Okanjo Buy Happier Promise does not cover services and some kinds of goods; false, abusive or illegitimate claims; or purchases where you have been or may be compensated by a third party. Okanjo reserves the right to decide if items that are or may be prohibited or restricted by Okanjo policies are covered. The following purchases are excluded:

  • Real Estate
  • Vehicles (including, without limitation, motor vehicles, motorcycles, caravans, aircraft and boats, tractors and ride-on lawnmowers)
  • Businesses & Websites for Sale
  • Items shipped to another location after they had been received at the buyer's address

Fraudulent charges not covered

Fraudulent charges to a credit card or a PayPal account are not covered by the Okanjo Buy Happier Promise. If a buyer notices any charges on their credit card or PayPal account that they did not authorize, they should report this to their credit card company or in the PayPal Security Center.

Resolution of claims

The seller will have seven (7) business days from the date the buyer contacts the seller via Okanjo to resolve the buyer's issue.

If the buyer has an item not received issue, then a resolution would include:

  • Responding to the issue by providing proof of delivery (signature confirmation is required for items valued $750 or over - based on the total amount of the sale, including the cost of the item, shipping charged by the seller, and any sales tax)
  • Coming to an agreement with the buyer to deliver, and actually delivering, the item or a replacement item or
  • Refunding the buyer the full cost of the item plus original and return shipping

If the buyer has an item not as described issue, the resolution would include:

  • Responding to the issue by providing proof to Okanjo that the item was described accurately and consistently throughout the listing and all associated communication (for example, providing documentation that supports "original," "first edition," or similar claims)
  • Agreeing to deliver, and actually delivering, a replacement item after the buyer returns the original, if this is what the buyer prefers OR
  • Refunding the buyer up to the full cost of the item plus original and return shipping after the buyer has returned the originally purchased item

If Okanjo resolves an item not as described case in the buyer's favor, the buyer must return the item to the seller (and the seller must accept the return even if the seller's return policy indicated "no returns accepted"). In those cases, the buyer must provide a shipping tracking number to Okanjo. For items with a listed value of $750 or above (based on the total amount of the sale, including the cost of the item, shipping charged by seller and any other fees seller may charge), Okanjo requires the buyer to provide signature confirmation. Return shipping will be at the seller's expense. Any customs fees associated with the return will be the seller's responsibility. It is the buyer's responsibility to ensure that the item is properly packaged and shipped. If the item is not delivered to the seller's return address in the condition in which the buyer received it, the buyer may not be eligible for a refund. It is the seller's responsibility to maintain a valid and current return address on file in the seller's Okanjo Profile to facilitate the return shipping. Once Okanjo receives confirmation that the item was returned to the seller, Okanjo will refund the full cost of the item and the original and return shipping to the buyer.

Seller Claim Protection

For eligible item not received claims, sellers are protected from losing a claim if they ship within their stated handling time and provide valid tracking information before the buyer or seller asks Okanjo to make a final decision. To be protected, the tracking information will need to show proof of delivery from a shipping company that clearly displays:

  1. the delivery status of the item as "delivered"
  2. the date of delivery (which reflects the seller shipped within stated handling time)
  3. the recipient's address, displaying at least the city/state or ZIP code (or the equivalent) of the address listed in either the Okanjo Purchase notification
  4. a valid tracking number, and
  5. for items $750 (or local currency equivalent) or above (based on the total amount of the sale, including the cost of the item and shipping charged by the seller), proof of the recipient's signature to confirm delivery is required where such signature confirmation service is available from at least one shipping company.

For eligible item not as described cases, sellers may protect themselves from losing a case if they provide clear documentation that the item was described accurately and consistently throughout the listing and all associated communication. For example, cases may be resolved in the seller's favor when the seller provides documentation that:

  1. the buyer complains that the item is used, not new, and the listing and all associated communication clearly and consistently describes the item as used, or
  2. a defect in the item was correctly described by the seller, or
  3. the item was properly described, but the buyer didn't want it after they received it, or
  4. the item was properly described but did not meet the buyer's expectations, or
  5. the item has minor signs of use and was listed as in used condition.

Appeals

Buyers and sellers have an opportunity within ten (10) business days from the day the claim is closed to appeal the decision by providing the appropriate documentation via Okanjo Support. If the buyer successfully appeals, the buyer will be refunded via funds from the seller’s bank account. If the seller successfully appeals, the seller will be refunded the reimbursement amount to the reimbursement payment method on file with Okanjo.

Any Okanjo, credit card or PayPal fees associated with the transaction will not be refunded. Buyers and sellers agree that we will make a final decision on all appeals in our sole discretion.

Holds

To protect against the risk of liability, Okanjo has at times requested, and may continue to request, that PayPal or Balanced Payment hold seller’s funds based on certain factors, including, but not limited to, selling history, seller performance, risk of the listing category, the seller being notified by a buyer about a problem with a transaction, or the opening of an Okanjo Buy Happier Promise case.

What happens if a buyer believes an item is not authentic?

Per Okanjo’s list of Prohibited Items, counterfeit items are not allowed on Okanjo. tems that are suspected of being counterfeit are covered by the Okanjo Buy Happier Promise, subject to the above and these additional terms:

Sellers and buyers must work together in good faith during the resolution process to satisfy buyer concerns that an item may not be authentic. If the seller is not able to satisfy the buyer's concerns about the authenticity of an item, sellers agree that the buyer will have to return the item to the seller before getting a refund. Buyers agree that they will be required to return the item to the seller before getting a refund. Costs of return shipping will be paid by the seller unless the buyer and seller agree otherwise. When buyers are not required to return the item, buyers agree to cooperate with us to ensure the proper disposal of the item as described below.

Buyers have the right to seek written confirmation from the manufacturer whenever they suspect that an item may be counterfeit. Okanjo reserves the right to accept this written confirmation directly from other reliable third parties. Buyers agree to cooperate with us to ensure the proper disposal of counterfeit items. For example, buyers may be asked to destroy (and certify that the item has been destroyed), or send the item to the manufacturer or other appropriate third party for disposal. Any costs associated with this destruction or disposal may be paid by the seller, in our sole discretion.

Disclaimers and Limitations of Liability

To the extent permitted by applicable law, all information, services, items, and materials available through the site, and all goods and items you may purchase from a seller, are furnished on an “as is” and “as available” basis without any implied or express warranty of any kind from Okanjo (including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, suitability, security, correctness and non-infringement). Okanjo, its subsidiaries, affiliates, officers, directors, employees, contractors, agents, and suppliers (collectively the “Okanjo parties”) make no representation or warranty regarding the condition of goods or items offered by sellers on the site, the continued availability, reliability, accuracy, results or performance of the site, the existence of any virus, worm, malicious code or other disabling device from any source, the unauthorized access to or use of your information by a party other than the Okanjo parties, any technical failures (including hardware or software failures), or loss or use of data.

Use of the Site is at your own risk. You agree that the Okanjo parties are not liable for any consequential, special, direct, indirect, exemplary, or punitive damages. In no event shall the Okanjo parties’ total liability to you for any damages, losses, fees and expenses (including attorneys' fees), whether in contract, tort, or otherwise exceed the amount (if any) paid by you to Okanjo to purchase the particular services which form the basis of your claim or $100 if you have not paid any amounts to Okanjo. If you live in a state that does not allow the waiver of certain warranties, or limitations or damages waivers described in this section, some of these provisions may not apply to you. You agree to promptly notify Okanjo in writing if you believe you have any claim against the Okanjo parties, and, in any event, you agree that any claim not brought within one year after it arises (or such shorter period under applicable statutes of limitation) shall be waived and released.

Neither your use of the Site or the Terms creates any agency, partnership, joint venture, employment, franchise, or like relationship with Okanjo.

Indemnification

In consideration of your use of the Site, you hereby agree to indemnify, defend, and hold harmless the Okanjo parties from and against any and all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or related to (1) goods or items you offer for sale on the site (including, without limitation, claims for personal injury or property damage); (2) your breach of these terms; (3) your violation of law; or (4) your violation or threatened violation of any person's or entity's rights (including, without limitation, copyright, patent, trade secret, trademark, or other proprietary or IP rights, or publicity, contract, moral, or privacy rights).

Severability and Waiver

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

Okanjo’s failure to exercise, or delay in exercising, any right, power or privilege under these Terms shall operate as a waiver. Any waiver by Okanjo of a breach of any provision of these Terms shall not be a waiver of any other breach and shall not be construed to be a modification of the Terms unless and until agreed to in writing by Okanjo.

Use of Electronic Communications and Notices

We may communicate with you by means of electronic communications, including (a) sending electronic mail to the email address you provided during registration or (b) posting notices or communications on the Site. You agree that we may communicate with you by means of electronic communications concerning this User Agreement, the Privacy Policy, and the Terms (including revisions or amendments), notices or disclosures regarding the Site, payment authorizations and any other matter relating to your use of the Site.

You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by you when we send the electronic communication to the email address you provided at the time of registration or as appropriately revised by you thereafter, or when we post the electronic communication on the Site.

For those communications or records that we are otherwise required under applicable law to provide in a written paper form to you, you agree that we may provide such communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: (1) you may contact us through the Site’s Contact Us page to request another electronic copy of the electronic communication without a fee; (2) you may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy; (3) you may contact us through the Contact Us page to update your registration information used for electronic communications or to withdraw consent to receive electronic communications; and (4) we reserve the right to terminate your use of the Site if you decline or withdraw consent to receive electronic communications from us.

Notwithstanding the foregoing, statements, notices and other communications to you may be made by mail, email, postings on the Site or other reasonable means. We may also provide notices of changes to this User Agreement, the Privacy Policy, the Terms or other matters by displaying links to notices on the Site. Notice to Okanjo may be made by mail to:

Okanjo Partners, Inc.

Attn: General Counsel

220 E. Buffalo Street, Suite 404

Milwaukee, WI 53202

email: legal@okanjo.com

 

You agree that all agreements, policies, notices, disclosures and other communications that we provide to you electronically constitute written communications and you specifically consent to contract with Okanjo electronically.

Privacy

We may use your information only in accordance with the Privacy Policy.  If you do not agree with the use of your information as described in our Privacy Policy then you are not authorized to use the Site or our services.

Downtime 

If you list an item for auction that is scheduled to end during a period when the Site is not available, please contact us through the Site’s Contact Us Page. Depending upon the length, nature, and impact of the downtime, Okanjo may, at its sole option, extend the duration of your listing.

Additional Policies

When using particular services on our Site, you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time.  All such policies or rules are hereby incorporated into this Terms of Use.

Entire Agreement

The Terms constitute the entire agreement between you and Okanjo related to your use of the Site.  Any prior agreements, representations, statements, or negotiations with respect to the subject matter of the Terms are superseded by the Terms.  You have not relied on any representations that may have been made by Okanjo related to the Site.


Okanjo Nonprofit Terms of Use

These Nonprofit Terms of Use and the Terms of Okanjo Terms of Use and Privacy Policy explains Okanjo’s commitment and requirements of nonprofits. Please read these Terms carefully. By accepting, a nonprofit acknowledges that you have read, understood, and agree to be bound by it.

Okanjo’s Relationship to Nonprofits

Okanjo helps nonprofits raise funds online through the Okanjo eCommerce marketplace. Okanjo does this by registering nonprofits as “Okanjo Nonprofits”, which includes the nonprofit appointing Okanjo as an agent to collect contributions on their behalf; and by providing information about Okanjo Nonprofits to “Okanjo Users” on the Okanjo eCommerce marketplace. Donors can designate a portion of the proceeds from the sale of items posted on the Okanjo site to an Okanjo Nonprofit or can make a direct donation to an Okanjo Nonprofit by using the “Donate Now” button.  The funds are distributed to the Okanjo Nonprofit once the funds have cleared which can take up to two weeks.

Nonprofits Eligibility to Register

To become an Okanjo Nonprofit, your organization must be in GuideStar’s database of nonprofits.

You must register with Okanjo, appoint Okanjo as an agent to collect donations on your behalf and create an administrative account for your nonprofit.

You may update your Okanjo Store Profile in your Profile and Cause settings. You agree to update your Okanjo Store Profile as necessary to maintain its accuracy, or when requested by us. We will treat your Okanjo Store Profile according to the Terms of Use.

Nonprofits Obligations

You hereby grant Okanjo a nonexclusive, royalty-free license to use your name and logo during the term of this Agreement to identify your organization. Okanjo will use your name, logo, items pledged on your behalf, store URL and Cause Info when appropriate on the Okanjo website and Okanjo collateral to identify you as the Charitable Beneficiary of donation activities. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill.

Okanjo Nonprofits bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Tax-Deductible Organization. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this License Agreement is intended to cause Okanjo in any way to act as a professional fundraiser or fundraising counsel on your behalf.

Okanjo Nonprofits must meet our standards for nonprofits that are appropriate by Okanjo’s standards. We reserve the right to deny or revoke an Okanjo Nonprofit status to any nonprofit that fails, in Okanjo's sole opinion, to meet these standards.

Receiving Donations

We post information about Okanjo Nonprofits including your name, logo, organization website, Facebook and Twitter addresses and information about your cause. We make this information available on our website and through your Okanjo Store. We permit Okanjo users to access that information through our list of Okanjo Nonprofits and through access to your Okanjo Store.

You acknowledge that we make no promise that you will receive any donations.

Any donations distributed under this Agreement will be made by electronic funds transfer once the funds have cleared which can take up to two weeks during which you are appropriately registered and qualified as an Okanjo Nonprofit to the financial institution specified in your Okanjo Nonprofit Profile. You agree to take any actions necessary to authorize us to make such transfers to you.

Okanjo reserves the right not to distribute a donation to you (even if you are the charitable beneficiary for that donation), if: (i). we are unable to deliver it (e.g., if the PayPal or bank account and/or contact information in your Okanjo Gives Store Profile is invalid); (ii) at any time you are in breach of this Agreement; (iii) you cease to be in GuideStar’s database and in good standing; doing so would not allow Okanjo to remain in compliance with applicable laws; or doing so would bring Okanjo into disrepute.

For any donation you receive from Okanjo, you will promptly return the full amount to us, if, when you receive it: (i) you have ceased to be included in GuideStar’s database of nonprofits; (ii) this Agreement has terminated; (iii) you are not an Okanjo Gives Nonprofit in good standing; or (iv.) Okanjo has notified you that an Okanjo user is due a donation refund.

At Okanjo’s discretion, Okanjo may offset a donation refund by retaining future donations Okanjo receives, rather than requesting that you return a donated amount to Okanjo

License and Access to Okanjo Website

Certain limitations and restrictions apply to the licenses and rights granted to you in this Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the Okanjo website, and that these licenses and rights may not be assigned to any other person or entity or used on another's behalf.

You acknowledge that Okanjo owns the Okanjo website and all associated intellectual property rights. All rights that are not expressly granted to you by this Agreement are expressly reserved by Okanjo.

You understand that Okanjo is not affiliated with PayPal and no license or other rights are granted by this Agreement to access or to use PayPal. Your use of PayPal remains subject to the terms and conditions of any Agreement between you and PayPal.

Donation Deductions and Fees

Okanjo does not charge you a fee for becoming an Okanjo Nonprofit or for appearing in the list of Okanjo Nonprofits.

Okanjo incurs risks and expenses in conducting the activities described in this Agreement.

Okanjo reserves the right to adjust the Expenses from time to time.

Taxes

Notwithstanding your status as a Tax-Deductible Organization, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.

Warranties and Disclaimers

You represent and warrant to Okanjo that:

(i) you are, and at all times during the term of this Agreement will remain, a Tax-Deductible Organization with public charity status described in section 170(b)(1)(A) (other than subsection (vii) of the Code; (ii) you will utilize donations received from PayPal in accordance with such status; (iii) you will at all times use the Okanjo Website in compliance with all applicable laws, rules and regulations, including any requirements governing solicitation of charitable donations; (iv) all information provided by you in your Okanjo Nonprofit Profile is true and accurate at all times; (v) you have the right to provide all information provided by you in your Okanjo Gives Store Profile or otherwise, the right to authorize us to use this information as contemplated herein, and the right to enter into this Agreement on behalf of your organization; (vi) you have the right to grant the licenses to Okanjo hereunder; and Okanjo use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights; (vii) you will not disparage Okanjo, any Okanjo Nonprofit or any partner or sponsor of Okanjo identified within the Okanjo Website; and (viii) you will at all times comply with the terms and conditions of this Agreement and any terms of use or other agreements you may have with PayPal or your bank.

You agree to indemnify, hold harmless, and, at our option, defend Okanjo and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorneys’ fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If Okanjo requires you to provide defense of any matter for which indemnity is or may be due hereunder, Okanjo may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases Okanjo and the other indemnified parties with respect to such claim, or unless Okanjo provides its prior written consent.

Okanjo makes available a nonprofit’s store on the Okanjo website, the Okanjo nonprofit store profile is for charitable purposes, and the Okanjo Nonprofit Directory is not for commercial, for-profit purposes. You acknowledge that a nonprofit’s store on the Okanjo website, an Okanjo nonprofit store profile, and the Okanjo nonprofit directory, and our performance hereunder are provided on an “as is”; basis, and Okanjo disclaims all representations and warranties under this agreement, whether express, implied or statutory, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, data accuracy or system integration. No warranty is made by Okanjo on the basis of trade usage, course of dealing, or course of performance. You acknowledge that Okanjo makes no representations or warranties regarding the performance, efficiency or availability of the Okanjo website and Okanjo nonprofit store profile. no representation or warranty is made that operation of the Okanjo website (including a nonprofit’s store, Okanjo nonprofit store profile and Okanjo nonprofit directory) will be uninterrupted or error-free, or that the Okanjo website (including the nonprofit’s website, Okanjo nonprofit store profile and nonprofit directory) will operate as expected or will meet your particular needs or purposes. You acknowledge that Okanjo makes no representations or warranties regarding any legal requirements to which your organization may be subject, such as, by way of example, any registration requirements related to charitable solicitations; nor does Okanjo make any representations or warranties regarding the applicability of tax laws to your organization or to any community seller or donor, such as, by way of example, any community seller's ability to obtain tax deductions or other tax benefits in connection with donations made through Okanjo. You acknowledge that Okanjo makes no representations or warranties to you that you will receive any minimum amount of donations or any donations at all under this agreement.

In no event shall Okanjo be liable to you for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost revenues, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if Okanjo has been advised of the possibility of such damages. our cumulative liability to you for all claims arising from or relating to this agreement, including, without limitation, any cause of action sounding in contract, tort or strict liability, shall not exceed $10. the foregoing limitations and exclusions of liability are intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective. You shall not authorize a third party (e.g. an association of nonprofits organizations or agent) to enter this agreement on your behalf or to perform on your behalf (e.g. to receive and process any donations made to you) you acknowledge that the provisions of this paragraph and the preceding paragraph form an essential basis of the arrangement between you and Okanjo, and absent the disclaimers, limitations and exclusions of our liability set forth above, the terms of this agreement would be substantially different.

Term and Termination

This Agreement becomes effective when you have accepted our Terms on the Okanjo Website. Once in effect this Agreement will continue until terminated by either of us.

You may terminate this Agreement (and cancel your status as an Okanjo Nonprofit) at any time and for any reason by providing written notice to Okanjo. Written notice may be provided by mail, email, or other reasonable means.  Okanjo Partners, Inc.

Attn: General Counsel

220 E. Buffalo Street, Suite 404

Milwaukee, WI 53202

Phone: 414-810-1760

email: legal@okanjo.com

 

If you breach this Agreement at any time, you are not considered to be “good standing.” Okanjo may suspend your access to the Okanjo Website in order to require you to remedy a breach. Okanjo may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.

You understand that Okanjo has no obligation to make any donations to you (even those where you have been specified as the Charitable Beneficiary), or otherwise to provide any services or perform other obligations under this Agreement, after the termination of this Agreement for any reason.

Any obligations you have incurred before termination will survive as obligations even after termination.

The obligations above will survive the termination of this License Agreement.

Miscellaneous Terms and Conditions

This Agreement, together with any other documents incorporated herein by reference (including, without limitation, Okanjo Terms of Use and the Okanjo fee structure, each as amended from time to time), constitutes the entire Agreement between Okanjo and supersedes all previous negotiations, understandings and agreements between Okanjo in relation to its subject matter.

You acknowledge that in entering and performing this Agreement both Okanjo and you are acting solely as independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

Okanjo may give notice pursuant to this Agreement by any means of contact in your Okanjo Nonprofit Store Profile and will be effective when sent. If you fail to provide valid and current contact information as required, you waive your right to receive notices under this Agreement during the period of such failure. Notices may also be given by posting information within the Okanjo Website and, except as required by the following section will be deemed effective when posted. Notices from you to Okanjo must be given by email or other means provided within the Okanjo Website and will be deemed given when actually received by Okanjo.

Okanjo may amend this Agreement at any time by posting amended terms on the Okanjo Website. Okanjo will send a message to the email address in your Okanjo Nonprofit Store Profile alerting you. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon 5 days after having been posted on the Okanjo Website. Your continuation as an Okanjo Nonprofit, and/or your continued access to or use of the Okanjo Website after such 5 day period will constitute your complete consent and acceptance to all such amended terms. If you do not accept the amended terms you may terminate this Agreement as set forth in this Agreement. Apart from such posting by Okanjo, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by Okanjo and (ii) that is executed by both you and Okanjo.

Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

You may not assign this Agreement without Okanjo’s prior written consent; any attempted assignment in violation of the foregoing will be null and void. Okanjo may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and Okanjo.

Okanjo’s failure to partially or fully exercise any right will not be considered a waiver of that right unless Okanjo so states in writing to you. The waiver of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.

Any dispute between you and Okanjo shall be resolved in accordance with the Dispute Resolution provisions of the Okanjo Terms of Use which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable entity that you and we may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, you acknowledge that unauthorized use of our proprietary materials, information or technology may cause irreparable harm to Okanjo for which monetary damages would be an inadequate remedy. Accordingly, we have the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect our rights in intellectual property or confidential information.

This Agreement shall be governed and interpreted in accordance with the laws of the state of Wisconsin without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within the state of Wisconsin.