AfricanComplex — Merchant Agreement

Last Updated: July 23, 2026 Effective Date: July 23, 2026

THIS MERCHANT AGREEMENT ("Agreement") is entered into as of the Effective Date set forth below, by and between AfricanComplex Holdings LLC, an Indiana limited liability company, and the business entity or individual identified as the Merchant upon completing the merchant onboarding process, and sets forth the terms and conditions governing the Merchant's sale of products through the AfricanComplex marketplace.

Effective Date: July 23, 2026

1. Parties

This Merchant Agreement (the "Agreement") is entered into by and between AfricanComplex Holdings LLC, an Indiana limited liability company ("AfricanComplex," "Platform," "we," "us," or "our"), and the business entity or individual who registers as a merchant on the AfricanComplex platform (the "Merchant," "you," or "your").

AfricanComplex and Merchant may each be referred to individually as a "Party" and collectively as the "Parties." By completing the merchant onboarding process and accepting this Agreement, you represent that you have the authority to bind the Merchant and agree to be bound by its terms.

2. Definitions

The following defined terms apply throughout this Agreement in addition to terms defined elsewhere in the text:

3. Platform Services

3.1 What We Provide

AfricanComplex provides Merchant with:

• A digital storefront on the AfricanComplex marketplace, accessible to Customers via mobile applications
• Order management tools (receive, accept, reject, and fulfill Orders)
• Product and inventory management tools, including batch-level inventory tracking and expiration monitoring
• Payment processing through Stripe Connect
• Delivery logistics through OrbitApex, AfricanComplex's network of independent-contractor Drivers
• Analytics and reporting tools, scoped to Merchant's subscription plan
• Customer support infrastructure

3.2 What We Do Not Provide

AfricanComplex does not:

• Guarantee any volume of Orders or revenue
• Provide physical retail or storage space
• Employ delivery Drivers, who are independent contractors and not AfricanComplex employees or agents
• Inspect, certify, or warrant Merchant's products
• Provide legal, tax, or financial advice

4. Merchant Approval

4.1 Application Requirements

To sell on the Platform, Merchant must submit, and have approved, the following:

• Valid business license
• Food handling permit (if selling food products)
• Tax identification number (EIN)
• Owner photo identification
• Banking information for payouts, via Stripe Connect onboarding
• Store information (name, description, logo, address, and operating hours)

4.2 Approval Process

AfricanComplex reviews all merchant applications and may approve, reject, or request additional information at its sole discretion. Approval does not guarantee continued access; Merchant's account remains subject to the terms of this Agreement at all times.

4.3 Service Area

Merchant's store must be located within an active AfricanComplex service area. AfricanComplex defines service areas and may modify them at any time, in its discretion, upon reasonable notice to Merchant.

5. Subscription Plans and Fees

5.1 Plans

Merchant must subscribe to one of the following plans. There is no activation fee under any plan.

5.2 No Activation Fee

AfricanComplex does not charge a one-time activation fee on any plan. Onboarding, verification, and initial setup are provided at no additional cost.

5.3 Commission Rate and Minimum Platform Fee

Each Order is charged the greater of (a) Merchant's applicable commission rate, applied to the Order's subtotal (product prices only, excluding delivery fees, service fees, and taxes), or (b) a minimum platform fee of $1.25 per Order (the "Minimum Fee Floor"). AfricanComplex will disclose, at the time Merchant selects a plan and in the Merchant dashboard, that the amount charged per Order is "your plan's commission rate or the $1.25 minimum platform fee, whichever is greater."

Example — Basic plan: Order subtotal $8.00; 12% commission = $0.96; because $0.96 is less than the $1.25 Minimum Fee Floor, AfricanComplex charges $1.25, and Merchant's payout is $6.75.

Example — Growth plan: Order subtotal $40.00; 8% commission = $3.20; because $3.20 exceeds the $1.25 floor, AfricanComplex charges $3.20, and Merchant's payout is $36.80.

Because the Minimum Fee Floor increases the effective rate charged on small orders (for example, to approximately 15.6% on the $8.00 order above), AfricanComplex discloses this structure — using the exact phrase "your plan's commission rate or the $1.25 minimum platform fee, whichever is greater" — on its public merchant-pricing page, during plan selection at onboarding, and in the Merchant dashboard's fee summary, in addition to this Section 5.3, so that the effective per-order cost is clear to Merchants of every order size before they select a plan.

5.4 Card Processing Surcharges (Limited Pass-Through)

AfricanComplex absorbs standard card-processing costs within the commission and Minimum Fee Floor described above. AfricanComplex may pass through, as a separate itemized surcharge disclosed to the Customer at checkout, the incremental processing cost associated with: (a) a card issued outside the United States; (b) an order placed using manually keyed card entry rather than a supported digital wallet or saved payment method; or (c) a payment later subject to a dispute or chargeback under Section 9. No other surcharge applies. Any surcharge under this Section 5.4 is charged to the Customer, not deducted from Merchant's payout, except for dispute- and chargeback-related costs, which are addressed in Section 9.3.

5.5 Billing and Late Payment

Subscription fees are billed monthly via Stripe. Merchant authorizes recurring charges to the payment method on file. Failed payments are handled as follows:

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Merchant is responsible for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

5.6 Reactivation

If Merchant's account is suspended for non-payment, Merchant may reactivate by paying all outstanding balances. Merchant's store will be restored within one hour of payment being received and confirmed.

5.7 Plan Changes

• Upgrades: effective immediately. The price difference for the current billing period is prorated and charged to Merchant's payment method on file.
• Downgrades: effective at the start of the next billing cycle. No proration or refund is provided for the current period.

5.8 Cancellation

Merchant may cancel its subscription at any time. Cancellation takes effect at the end of the current billing period. No refund is provided for the remaining portion of the billing period. Upon cancellation, Merchant's store is hidden from the marketplace and Merchant will no longer receive Orders.

6. Payments and Payouts

6.1 Payment Processing

Customer payments are processed by Stripe. AfricanComplex collects the full Order amount from the Customer, including the product subtotal, delivery fee, service fee, and applicable taxes.

6.2 Payout Calculation

Merchant Payout = Order Subtotal − greater of (Commission Rate × Subtotal) or the $1.25 Minimum Fee Floor

Example (Growth plan): Order Subtotal $28.99; Commission (8%) $2.32, which exceeds the $1.25 floor; Merchant Payout $26.67. See Section 5.3 for the worked small-order example showing when the Minimum Fee Floor controls instead of the percentage rate.

6.3 Payout Timing

Transfers to Merchant's Stripe Connect account occur after delivery of each Order is confirmed by the Driver. Payout from Merchant's Stripe Connect balance to its bank account follows Stripe's standard payout schedule, typically two business days for established accounts.

6.4 Stripe Connect

Merchant must complete Stripe Connect onboarding (Express account type) to receive payouts and agrees to Stripe's Connected Account Agreement. AfricanComplex uses the separate-charges-and-transfers model: it charges the Customer, then transfers Merchant's portion after delivery is confirmed.

6.5 Taxes

Under Indiana law, a "marketplace facilitator" — a person who owns, operates, or otherwise controls a marketplace and facilitates retail transactions on it, as defined at Ind. Code § 6-2.5-1-21.9 — is treated as the retail merchant for each retail transaction it facilitates for a seller, under Ind. Code § 6-2.5-4-18, and must register with the Indiana Department of Revenue and collect and remit Indiana state gross retail (sales) tax on those transactions, currently imposed at a rate of 7%, regardless of whether the marketplace facilitator has a contractual relationship with the seller. AfricanComplex is a marketplace facilitator under Ind. Code § 6-2.5-1-21.9 with respect to Orders placed through the Platform, and, as the retail merchant of record for Indiana gross retail tax purposes on those Orders, AfricanComplex will calculate, collect, and remit Indiana gross retail tax on Merchant's Platform sales to Indiana customers. Merchant does not need to separately collect or remit Indiana gross retail tax on Orders that AfricanComplex facilitates. Merchant remains solely responsible for: (a) any sales, use, or other transaction taxes owed on sales Merchant makes outside the Platform; (b) any Indiana county innkeeper's tax, food and beverage tax, or other local tax not collected by AfricanComplex as marketplace facilitator; and (c) income, franchise, and other taxes measured by Merchant's own revenue or net income. If AfricanComplex expands Platform sales into a state other than Indiana, AfricanComplex will determine its marketplace-facilitator collection obligations, if any, under that state's law separately, and will update Merchant-facing disclosures accordingly.

7. Products and Inventory

7.1 Product Listings

Merchant is responsible for the accuracy of all product listings, including product name and description, price, images, category and tags, weight (if applicable), and perishability designation.

7.2 Product Standards

Merchant agrees not to list: illegal or regulated substances without proper licensing; counterfeit or infringing products; products that violate AfricanComplex's content policies; or expired products. AfricanComplex reserves the right to remove any listing that violates this Agreement or Platform policies.

7.3 Inventory and Expiration Management

The Platform provides batch-level inventory tracking with FIFO (first-in, first-out) deduction for perishable products. Merchant is responsible for entering accurate batch quantities and expiration dates, monitoring expiration alerts, managing products approaching expiration (discounting, removing, or donating), and ensuring no expired products are sold to Customers. The Platform provides automated expiration alerts:

These alerts are provided as a convenience. Merchant remains solely responsible for product safety and compliance with applicable food safety regulations.

7.3.1 Automatic Clearance Pricing (Opt-Out, Merchant-Controlled)

To help Merchant avoid losses on stock nearing expiration, the Platform may automatically place a product on a temporary clearance sale as its inventory approaches expiry. This feature is enabled by default, and by accepting this Agreement Merchant acknowledges and consents to it. Merchant remains in control:

• Merchant sets the discount. The clearance percentage is configured by Merchant in Store Settings; the Platform never applies a larger discount than the percentage Merchant has chosen.
• Merchant may disable it at any time in Store Settings, before any clearance sale is created. Disabling the feature prevents any future automatic clearance.
• Auto-clearance only reduces price temporarily; the sale ends when the affected stock expires, and it never overrides a sale Merchant created itself.

Because Merchant sets the discount percentage and may disable the feature at any time, any clearance pricing applied results from Merchant's own configured settings and not from unilateral action by the Platform. Merchant retains responsibility for its pricing and margins.

7.4 Product Liability

Merchant assumes all liability for the products it sells through the Platform, including product quality, safety, labeling accuracy, allergen disclosures, and compliance with applicable regulations. AfricanComplex is not responsible for product defects, contamination, mislabeling, or any harm resulting from products sold through the Platform.

8. Orders

8.1 Accepting Orders

When a Customer places an Order, Merchant receives a notification and must accept or reject the Order within five (5) minutes. Orders not responded to within five minutes are automatically cancelled.

8.2 Fulfillment

Upon accepting an Order, Merchant agrees to prepare it accurately and promptly, update the Order status as preparation progresses, mark the Order "Ready for Pickup" when prepared, and have the Order ready for Driver pickup.

Fulfillment Method Suitability. Merchant is solely responsible for selecting fulfillment methods appropriate to each product. Perishable, fresh, temperature-sensitive, fragile, or otherwise transit-unsuitable items must not be offered for carrier shipping and should be offered for in-store pickup or local delivery only. Merchant assumes all liability for spoilage, damage, deterioration, or loss of any product arising from its selection of an unsuitable fulfillment method, and agrees to indemnify AfricanComplex against related claims. The Platform's product and fulfillment settings, including perishability or shipping-eligibility indicators and expiry alerts, are provided as a convenience and do not transfer any such responsibility to AfricanComplex. Merchant's indemnification obligation under this Section 8.2 is not subject to the cap on AfricanComplex's liability in Section 14, consistent with Section 14's express carve-out for indemnification obligations.

8.3 Cancellation by Merchant

Merchant may cancel an accepted Order, but a reason is required. Excessive cancellation rates trigger enforcement: greater than 5% results in a warning; greater than 10% results in account review; greater than 15% results in account suspension. When Merchant cancels an accepted Order, the Customer receives a full refund and AfricanComplex absorbs the processing cost.

9. Refunds and Disputes

9.1 Customer Refund Requests

Customers may request a refund within 48 hours of delivery. Merchant is notified of refund requests and has 24 hours to respond. If Merchant does not respond within 24 hours, the request is escalated to AfricanComplex for resolution.

9.2 Auto-Approved Refunds

Orders under $15 with photographic evidence may be auto-approved without Merchant review. Merchant will be notified but may not dispute auto-approved refunds; the corresponding transfer to Merchant's Stripe Connect account will be reversed.

9.3 Refund Responsibility

9.4 Excessive Refund Rate

Merchants with a refund rate exceeding 8% of Orders are subject to quality review, which may result in required corrective action or account suspension.

10. Intellectual Property

10.1 Merchant Content

Merchant retains ownership of Content it uploads to the Platform. Merchant grants AfricanComplex a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, and distribute Merchant's Content in connection with the Services, including marketing and promotional materials, during the term of this Agreement.

10.2 Platform IP

Merchant may not use AfricanComplex's name, logo, or branding except as expressly permitted for the purpose of identifying its store's presence on the Platform. All right, title, and interest in the Platform, including its software, trademarks, and underlying technology, belong to AfricanComplex and its licensors.

10.3 Feedback

If Merchant provides suggestions, ideas, or feedback about the Platform, AfricanComplex may use that feedback without restriction or obligation to Merchant.

11. Data Privacy and Security

11.1 Customer Data

Merchant receives limited Customer Data necessary for order fulfillment (name, delivery address, order details). Merchant agrees to use Customer Data solely for order fulfillment; not to contact Customers outside the Platform for marketing purposes; not to share, sell, or disclose Customer Data to third parties; to maintain reasonable administrative, technical, and physical safeguards for Customer Data; and to comply with applicable data protection laws, including, where applicable, state privacy statutes such as the California Consumer Privacy Act, as amended.

11.2 Merchant Data

AfricanComplex collects and uses Merchant's business data as described in its Privacy Policy and may use aggregated, anonymized data derived from Merchant's store performance for Platform improvement and analytics.

11.3 Security Incidents

Merchant will notify AfricanComplex without undue delay if it becomes aware of any unauthorized access to, or disclosure of, Customer Data obtained through the Platform, and will reasonably cooperate with AfricanComplex's investigation and any legally required notifications.

12. Compliance; Export Control; Anti-Corruption; Conflicts of Interest

12.1 General Compliance

Merchant will comply with all laws, regulations, and permitting requirements applicable to its products, business, and use of the Platform, including food safety, product safety, labeling, and consumer protection laws.

12.2 Export Control and Sanctions

Merchant represents that it is not, and is not owned or controlled by, a party identified on any U.S. government restricted-party list, including lists maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or the U.S. Department of Commerce's Bureau of Industry and Security (BIS), and that it will not use the Platform in violation of applicable export control or economic sanctions laws.

12.3 Anti-Corruption

Each Party represents that it will not offer, promise, or provide anything of value to any government official or other person in violation of the U.S. Foreign Corrupt Practices Act or any applicable anti-bribery or anti-corruption law, in connection with this Agreement.

12.4 Conflicts of Interest

Merchant will promptly disclose to AfricanComplex any relationship, financial interest, or arrangement that creates, or could reasonably be perceived to create, a conflict of interest with AfricanComplex personnel involved in approving, reviewing, or administering Merchant's account.

13. Suspension and Termination

13.1 Suspension by AfricanComplex

AfricanComplex may suspend Merchant's account for: non-payment of subscription fees (Section 5.5); an excessive cancellation rate (greater than 15%); an excessive refund rate (greater than 8%); violation of this Agreement or Platform policies; fraud or misrepresentation; legal or regulatory requirements; or safety concerns.

13.2 Termination by AfricanComplex

AfricanComplex may terminate this Agreement and Merchant's account for cause, with written notice, where a cause includes repeated or uncured violations of this Agreement. AfricanComplex may also terminate this Agreement without cause on 30 days' written notice.

13.3 Termination by Merchant

Merchant may terminate this Agreement at any time by cancelling its subscription and closing its store. Termination does not relieve Merchant of obligations for Orders already accepted or outstanding balances owed.

13.4 Effect of Termination

Upon termination: Merchant's store is removed from the marketplace; pending Orders must be fulfilled or cancelled with full Customer refunds; outstanding payouts will be processed within 30 days; outstanding subscription or fee balances remain due; and activation fees are not refundable.

13.5 Survival

Sections 2 (Definitions), 5.4 (Late Payment), 10 (Intellectual Property), 11 (Data Privacy and Security), 12 (Compliance), 14 (Limitation of Liability), 15 (Indemnification), 16 (Confidentiality), 18 (Governing Law; Dispute Resolution), 19 (Notices), and this Section 13.5, together with any payment obligations accrued before termination, survive termination or expiration of this Agreement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRICANCOMPLEX'S TOTAL LIABILITY TO MERCHANT UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO AFRICANCOMPLEX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

AFRICANCOMPLEX IS NOT LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR MERCHANT'S USE OF THE PLATFORM, EVEN IF AFRICANCOMPLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

15. Indemnification

Merchant agrees to indemnify, defend, and hold harmless AfricanComplex, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: products Merchant sells through the Platform; Merchant's violation of this Agreement; Merchant's violation of any applicable law or regulation; Merchant's negligence or willful misconduct; or any claim by a Customer or third party related to Merchant's products or services.

16. Confidentiality

Each Party agrees to protect the other Party's Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, and not less than reasonable care, and to use such information solely to perform its obligations under this Agreement. This obligation does not apply to information that is publicly available through no fault of the receiving Party, was already known to the receiving Party without an obligation of confidentiality, is independently developed without reference to the disclosing Party's Confidential Information, or is required to be disclosed by law, provided the disclosing Party is given reasonable notice where legally permitted.

17. Modifications; Amendment

AfricanComplex may modify this Agreement at any time by providing 30 days' written notice, by email or in-app notification. Merchant's continued use of the Platform after the effective date of a modification constitutes acceptance. If Merchant does not agree to a modification, it may terminate this Agreement before the modification's effective date. Other than modifications made under this Section 17, this Agreement may be amended only by a written instrument signed by both Parties.

18. Governing Law; Dispute Resolution

18.1 Governing Law

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles.

18.2 Informal Resolution

Before initiating a formal proceeding, the Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between authorized representatives within 30 days of written notice of the dispute.

18.3 Binding Arbitration

Except for claims for injunctive relief, intellectual property infringement, or amounts owed under Section 5, any dispute arising out of or relating to this Agreement that is not resolved under Section 18.2 will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Hendricks County, Indiana. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and, to the extent not preempted, by Indiana's Uniform Arbitration Act, Ind. Code § 34-57-2. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Venue

For any claim not subject to arbitration under Section 18.3, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hendricks County, Indiana. This choice of Indiana law and Hendricks County venue applies regardless of whether Merchant is located in Indiana or another state, as a bargained-for term of this Agreement.

18.5 Class Action Waiver

To the extent permitted by applicable law, disputes will be resolved on an individual basis only, and Merchant waives any right to participate in a class, collective, or representative action against AfricanComplex.

19. Notices

Notices to AfricanComplex must be sent to the address in Section 21 (Contact) or to [email protected], with a copy by email. Notices to Merchant may be sent to the email address or in-app notification address on file for Merchant's account. Notice is deemed given: if by email, upon confirmation of transmission; if by mail, three business days after deposit with the postal service; and if by in-app notification, upon posting.

20. Waiver

No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right. Any waiver must be in writing and signed by the waiving Party to be effective.

21. Miscellaneous

21.1 Independent Contractor

The relationship between AfricanComplex and Merchant is that of independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

21.2 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings on that subject.

21.3 Severability

If any provision of this Agreement is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions will remain in full force and effect.

21.4 Assignment

Merchant may not assign this Agreement, in whole or in part, without AfricanComplex's prior written consent. AfricanComplex may assign this Agreement, including in connection with a merger, acquisition, or sale of assets, without restriction.

21.5 Force Majeure

Neither Party is liable for any failure or delay in performance, other than payment obligations, due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, labor disputes, or infrastructure failures.

21.6 Electronic Acceptance; Counterparts

Merchant's acceptance of this Agreement through the onboarding flow constitutes a valid electronic signature and binding acceptance of its terms. This Agreement may be executed in counterparts, each of which is deemed an original.

21.7 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

22. Contact

For questions about this Agreement, contact:

AfricanComplex Holdings LLC 5702 Walkabout Way, Brownsburg, IN 46112 [email protected] · +1 317-389-1333

Signatures

By signing below, or by accepting this Agreement electronically through the AfricanComplex onboarding flow, each Party agrees to be bound by the terms of this Agreement as of the Effective Date.