This agreement provides important information to you, including information about your obligations about your content, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action.
Please make sure to read this agreement, because your use of the Site is consent to these terms. If you do not agree to any of the updated terms, you should stop using the AgroLinka Platform.
1. Using the AgroLinka Platform.
Who can use it. Use of the AgroLinka Platform by anyone under 13 years of age is strictly prohibited!
Profile for Professionals. If you are a professional services provider, you may set up a Professional Profile. If you do, you give us the right to list your Professional Profile in our directory of service providers, and you will be able to connect with others on the AgroLinka Platform while identified by your professional profile.
Acceptable Use Policy. When using the AgroLinka Platform, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our "Acceptable Use Policy."
Prohibited Products Policy. If you are a professional, a vendor, or a seller, who is authorized to offer products through the AgroLinka Shop, you agree to abide by the "Prohibited Products Policy."
Termination.We may permanently or temporarily suspend your use of the site or the service at any time for any reason, without any notice or liability to you. We may terminate your account at any time for any or no reason, including if you violate any AgroLinka policy (including the Acceptable Use Policy. or Prohibited Products Policy). Upon termination of your use of the service, certain provisions will survive termination, as detailed in Section 9(m).
Feedback. We welcome your feedback and suggestions about how to improve the AgroLinka Platform. Feel free to submit feedback at support@AgroLinka.com. By submitting feedback in this or in any other manner to us, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you.
2. Your Content.
Definition of Your Content. The AgroLinka Platform enables you to post material, including without limitation profile pictures, and messages. You may also post reviews of third-party service providers, third-party products, or third-party services ("Reviews"). All material that you display on the AgroLinka Platform will be referred to collectively as "Your Content." You acknowledge and agree that, as part of using the AgroLinka Platform, Your Content may be viewed by the general public and will not be treated as private or confidential.
License and Permission to Use Your Content. You hereby grant to us and our affiliates, licensees and sublicensees, without compensation to you or others, a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Your Content, or any portion thereof, throughout the world in any format, media or distribution method (whether now known or hereafter created) for the duration of any copyright or other rights in Your Content. Such permission will be perpetual and may not be revoked for any reason, to the maximum extent permitted by law. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in Your Content. If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) your name, voice and likeness throughout the world, and such permission will be perpetual and cannot be revoked for any reason, except as required by the applicable law. You further agree that we may use Your Content in any manner that we deem appropriate or necessary.
Ownership. We acknowledge and agree that you, or your licensors, as applicable, retain ownership of any and all copyrights in Your Content, subject to the non-exclusive rights granted to us in the paragraph above, and that no ownership of such copyrights is transferred to us under this agreement. Further, with respect to Your Content in the form of photos, and subject to AgroLinka product and user experience considerations: (a) we will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and (b) we will not license or sublicense to third parties individual photos or collections of photos, except in each case for AgroLinka Business Purposes. "AgroLinka Business Purposes" means any use in connection with a AgroLinka-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes the AgroLinka Platform, the services or the information it contains, AgroLinka, or its affiliates. AgroLinka Business Purpose specifically includes the use of Your Content on the AgroLinka Platform in connection with features and functions offered by AgroLinka to our users that enable them to view and interact with Your Content (such as Sketch, View in My Room and the embed tool).
Your Responsibilities for Your Content. By posting Your Content on the AgroLinka Platform, you represent and warrant to us that you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content in this manner. This includes obtaining the right to grant us the rights to the use of Your Content in accordance with this agreement. You are in the best position to judge whether Your Content is in violation of intellectual property or personal rights of any third-party.You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with Your Content. You are responsible for ensuring that your content does not violate AgroLinka's Acceptable Use Policy, Prohibited Products Policy or any applicable law or regulation. You agree to pay all royalties, fees and any other monies owed to any person by reason of Your Content.
Limits. We reserve the right to edit, abridge, or remove Your Content, in whole or part, for any reason (which may include a reported violation of our Acceptable Use Policy or Prohibited Products Policy. We reserve the right to edit, refuse to post or remove Your Content submitted by you for any reason without notice. We do not guarantee that we will publish all of Your Content. If you seek to publish a Review, the requirements will be governed by our Review Policy.
3. Our Content and Materials.
Definition of Our Content and Materials. All intellectual property in or related to the AgroLinka Platform (specifically including, but not limited to our software, the AgroLinka marks, the AgroLinka logo, and AgroLinka buttons, badges, and widgets, but excluding Your Content), is the property of AgroLinka Ltd., its subsidiaries and affiliates or its licensors ("Our Content and Materials").
No Endorsement or Verification. Please note that the AgroLinka Platform enables access to third-party content, products and services, and it offers interactions with third-parties over which we have no control. We assume no responsibility for, nor do we endorse or verify the content, offerings or conduct of third-parties (including but not limited to the products or services offered by third-parties or the descriptions of the products or services offered by third-parties). Participation or availability on the AgroLinka Platform does not amount to endorsement or verification by us. We make no warranties or representations with respect to the accuracy, completeness or timeliness of any content posted on the AgroLinka Platform by anyone.
Restrictions. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission. AgroLinka's permission to you for your use of the AgroLinka Platform expressly excludes commercial use by you of any information concerning product descriptions or professional listings for the benefit of another merchant. You expressly are prohibited from any use of data mining, robots, or similar data gathering and extraction tools in your use of the AgroLinka Platform. You may view and print a reasonable number of copies of web pages located on the AgroLinka Platform for your own personal use, provided that you retain all proprietary notices contained in the original materials, including attribution to AgroLinka.
Ownership. You acknowledge and agree that the AgroLinka Platform and AgroLinka marks will remain the property of AgroLinka. The content, information and services made available on the AgroLinka Platform are protected by Nigeria copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights by using the AgroLinka Platform.
4. Other Offerings on the AgroLinka Platform.
Third-Party Services. You may be provided the opportunity on the AgroLinka Platform to purchase services that are offered by third parties (collectively "Third Party Services"), including those offered by professionals registered with Professional Profiles on the AgroLinka Platform. The availability of any Third Party Services on the AgroLinka Platform does not imply our endorsement of the Third Party Services.
5. Reporting Violations of Your Intellectual Property Rights, AgroLinka Policies, or Applicable Laws
We have a special process for reporting violations of your intellectual property rights or other violations of AgroLinka policies or applicable laws.
Copyright and Trademark Policy. If you are a holder of intellectual property rights or a person authorized to act in the name of a holder of intellectual property rights and you reasonably believe that information which is posted to the AgroLinka Platform someway infringes your intellectual property rights or intellectual property rights of a person, in which name you act, you may provide notification to the resource@AgroLinka.com requiring to delete such material. In this regard you shall warrant that your appeal has a legal basis, and you act in good faith according to law.
Reports of Other Violations. If you believe content on the AgroLinka Platform violates AgroLinka's Acceptable Use Policy, Prohibited Products Policy., or otherwise violates applicable law (apart from copyright or trademark violations), you may submit the following resource@AgroLinka.com .
We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies described above and applicable law.
6. Disclaimers and Limitations of Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF AGROLINKA ENTITIES TO YOU.
IN NO EVENT WILL THE AGROLINKA PLATFORM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST OF COVER, LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, BASED ON, OR RESULTING FROM YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, AGROLINKA, USERS, PROFS OR OTHER THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AGROLINKA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Any claims relating to use of the Services must be brought within one (3) months from the date the cause of action arose. Claims brought after such period will be VOID.
IN ADDITION TO YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO FALSE INFORMATION (DESCRIBED ABOVE), YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE PORCH PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LOSSES, OBLIGATIONS, LIABILITIES, EXPENSES, DAMAGES AND COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR USE OF, OR TRANSACTIONS WITH, AGROLINKA, USERS, PROFS OR OTHER THIRD PARTIES, OR (3) ANY OTHER VIOLATION BY YOU OF ANY OF THESE TERMS. AGROLINKA RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH PORCH IN ASSERTING ANY AVAILABLE DEFENSES.
8. Dispute Resolution.
Arbitration. You and AgroLinka agree that any dispute, claim or controversy arising out of or relating to the this agreement or to your use of the AgroLinka Platform (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and AgroLinka each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and AgroLinka agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section 8 will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" Section 8 will survive any termination of the Terms.
Arbitration Rules and Governing Law.You agree that these arbitration will be governed solely by Nigeria and Lagos Court of arbitration (LCA) law, without regard to conflict of law provisions. Without limiting the jurisdiction of any other court, you admit and further irrevocably agree to submit to the personal jurisdiction of the courts located within Lagos State, for the purpose of entering judgments on arbitral awards
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the Lagos Court of Arbitration Rules. The arbitrator will be an attorney licensed to practice law in Lagos State and will be selected by the parties from the LCA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the LCA will appoint the arbitrator in accordance with LCA Rules.
Arbitration Location and Procedure. Unless you and AgroLinka agree otherwise, the arbitration will be conducted in Lagos Sate, Nigeria.
Arbitrator's Decision. The arbitrator will render an award within the timeframe specified in the LCA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers and Limitations of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.
Fees. Your responsibility to pay any LCA filing, administrative and arbitrator fees will be as set forth in the LCA Rules.
Supplemental Terms for Certain Services. Certain services offered on the AgroLinka Platform may require you to enter into a separate agreement and/or be subject to additional terms. For example: placement of advertisements, participation in brand services, or offering products for sale in the AgroLinka Shop each require you to enter into a separate agreement with terms specific to that service. In the event of any conflict between this agreement and the terms of that separate agreement, the terms of that separate agreement will control.
Application Provider Terms. If you access the AgroLinka Platform through a AgroLinka application, you acknowledge that this agreement is between you and AgroLinka only, and not with another application service or application platform provider (such as Apple, Inc. or Google Inc.), which may provide you the application subject to its own terms.
Controlling Law and Jurisdiction. This agreement will be interpreted in accordance with the laws of the Nigeria, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in Lagos State, Nigeria for any actions for which the arbitration provision, as set forth in the Dispute Resolution provision above, does not apply.
Export. The AgroLinka Platform is controlled and operated from our Nigeria offices in Lagos. AgroLinka software is further subject to Nigeria export controls. No software for AgroLinka may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations.
Changes. We reserve the right at any time to:
i. change the terms and conditions of this agreement, consistent with applicable law;
ii. change the AgroLinka Platform, including eliminating or discontinuing any information or services or other features in whole or in part; and
iii. deny or terminate your AgroLinka account, or use of and access to the AgroLinka Platform.
Languages. English is the authoritative text of this agreement and all communications, notices, arbitrations and other actions and proceedings relating to this agreement will be made and conducted in English, even if we choose to provide translations of this agreement into the native languages in certain countries.
Assignment. No terms of this agreement, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with AgroLinka's prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. AgroLinka may assign, transfer, or delegate this agreement or any right or obligation or remedy hereunder in its sole discretion.
Waiver. Our failure to assert a right or provision under this agreement will not constitute a waiver of such right or provision.
Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
Further Assurances. You agree to execute a hard copy of this agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this agreement and any of your rights or obligations under this agreement.
Entire Agreement/ Severability. This agreement supersedes all prior terms, agreements, discussions and writings regarding the AgroLinka Platform and constitutes the entire agreement between you and us regarding the AgroLinka Platform. If any provision in this agreement is found to be unenforceable, then (except as expressly provided otherwise in Section 8(a) (Dispute Process)) that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.
Survival: The following provisions will survive expiration or termination of this agreement: Section 2 (Your Content) Section 3(d)(Restrictions) and 3(e)(ownership), Section 6 (Disclaimers and Limitations of Liability), Section 7 (Indemnification), Section 8 (Dispute Resolution) and Section 9 (Miscellaneous).
Contact. Feel free to contact us by visiting firstname.lastname@example.org with any questions about this agreement. The AgroLinka Platform is operated by:
Longan Agro Ltd
34 Inuwa Wada Street,