1. Acceptance of Terms
- 1.2 Afrindex may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by Afrindex of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. Also, the amended and restated Service will be applied retroactively to our Members. This Agreement may not otherwise be modified except in writing by an authorized officer of Afrindex.
- 2.2 Afrindex and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement, unless otherwise stated by Afrindex.
- 2.3 This Agreement shall be governed by the laws of the Location of Afrindex's Headquarter without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the Location of Afrindex's Headquarter.
- 2.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
- 2.5 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- 2.6 Afrindex's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Afrindex's right to act with respect with subsequent or similar breaches.
- 2.7 Afrindex shall have the right to assign its obligations and duties in this Agreement to any person or entity.
3. The Service
- 3.1 The Service will be offered free-of-charge for an unspecified time period and has its core features(the "Service Details"). The Service Details may be added to or modified, or suspended for scheduled or unscheduled, from time to time at the sole discretion of Afrindex and will be posted on the Site. Afrindex does not take any responsibility for your misunderstanding or registering with no recognition of the Service Details.
- 3.2 Afrindex may terminate all or part of the above Service Details at any time in its sole discretion. Afrindex reserves the right to charge for the Service at any time in its sole discretion.
- 3.3 The Service is offered only to business or corporate entities (e.g. corporation, limited liability company, partnership, sole proprietorship, etc.) that are capable of having a business name and business address.
- 3.4 Afrindex may issue a Member ID and Password (which may be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to Afrindex and each Member shall indemnify Afrindex against any loss or damages (including but not limited to loss of profits) suffered by Afrindex as a result of such multiple use of an Account. Each Member hereby undertakes to notify Afrindex immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Afrindex shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
- 3.5 Afrindex reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Afrindex further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Afrindex.
All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Afrindex.
- 3.6 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Afrindex be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
4. Member Responsibilities
- 4.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Afrindex and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Afrindex to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
4.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:
(a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
(b) be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
(c) infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy;
(d) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
(f) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
(g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(h) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
(i) involve attempts to copy, reproduce, exploit or expropriate Afrindex's various proprietary directories, databases and listings;
(j) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
(k) involve any scheme to undermine the integrity of the computer systems or networks used by Afrindex and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
(m) otherwise create any liability for Afrindex or its affiliates.
- 4.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all
necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish
their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support
claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all
requirements for such Member's consent to be obtained before third parties may contact the business referees.
- 4.4 Each Member acknowledges and agrees that Afrindex shall not be required to actively monitor nor exercise any editorial control whatsoever over the
content of any message or other material or information created, obtained or accessible through the Service. Afrindex does not endorse, verify or otherwise
certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their
communications and may be held legally liable or accountable for the content of their comments or other material or information.
- 4.5 Each Member represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall
be solely responsible for ensuring that any material or information it posts on the Site or provides to Afrindex or authorizes Afrindex to display does not
violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s)
of such rights.
- 4.6 Each Member may not use the Service to send spam or otherwise send content that would violate the Agreement.
- 4.7 If any Member breaches the representations, warranties and covenants of paragraphs 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6 above, or if Afrindex has reasonable grounds
to believe that such Member is in breach of such representations, warranties and covenants, Afrindex has the right to suspend or terminate the Service and all
Service Details with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may
be provided by Afrindex. Further, Afrindex reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject
to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil
wrongdoing. Further, Afrindex may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third
party, or as a result of a subpoena or other legal action, and Afrindex shall not be liable for damages or results thereof and Member agrees not to bring any
action or claim against Afrindex for such disclosure. In connection with any of the foregoing, Afrindex may suspend or terminate the Account of any Member as
Afrindex deems appropriate in its sole discretion.
- 4.8 Each Member agrees to indemnify Afrindex, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities
(including legal costs on a full indemnity basis) which may arise from its submissions, posting of information or deletion thereof, from such Member's use of the
liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory,
offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Afrindex reserves the right; at it own expense, to
assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Afrindex
in asserting any available defenses.
4.9 Member's information will be stored on our servers and Afrindex treats data as an asset that shall be protected and use lots of tools (encryption, passwords,
physical security, etc.) to protect Member personal information against unauthorized access and disclosure. However, third parties may unlawfully intercept or
access transmissions or private communications, and other users may abuse or misuse Member's personal information that they collect from the Site. Therefore,
although Afrindex works very hard to protect Member's privacy, Afrindex does not promise, and the Member should not expect, that your personal information or private
communications will always remain private.
5. Transactions between Buyers and Suppliers
- 5.1 Through the Site, Afrindex provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. Afrindex does
not represent the seller or the buyer in specific transactions and does not charge any commissions from completing any transactions, unless otherwise stated by
Afrindex. As a result, Afrindex does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services
offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
- 5.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. Afrindex uses several techniques to verify the accuracy
of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, Afrindex cannot and does not
confirm eachuser's purported identity (including, without limitation, Afrindex Paid Members). We encourage you to use the various tools available on the Site, as well
as commonsense, toevaluate with whom you are dealing.
- 5.3 Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, such risks shall
include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective
products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction
Risks"). Each Member agrees that Afrindex shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks.
- 5.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without
limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- 5.5 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Afrindex (and our agents, affiliates,
directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special,
incidental or consequential damages) arising out of or in connection with such transaction.
6. Limitation of Liability
- 6.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND Afrindex HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH
WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
- 6.2 Afrindex MAKES NO WARRANTY OR REPRESENTATION AS TO THE LEGALITY, TRUTHFULLNESS, ACCURACY OR COMPLETENESS OF ANY INFORMATION DISPLAYED THROUGH THE SERVICE BY A
MEMBER. NEITHER Afrindex NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SUCH INFORMATION. FURTHER, Afrindex MAKES NO WARRANTY OR REPRESENTATION AS TO AN ANY
VERIFICATION RESULT. NEITHER Afrindex NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY ERRORS OR OMISSIONS (WHETHER OR NOT NEGLIGENT, INTENTIONAL OR OTHERWISE).
- 6.3 Any material downloaded or otherwise obtained through the Site is done at each Member's sole discretion and risk and each Member is solely responsible for any
damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained
by any Member from Afrindex or through or from the Site shall create any warranty not expressly stated herein.
- 6.4 Under no circumstances shall Afrindex be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting
directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer,
telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of
labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance
of third parties.
- 6.5 Each Member hereby agrees to indemnify and save Afrindex, its affiliates, directors, officers and employees harmless, from any and all losses, claims,
liabilities (including legal costs on a full indemnity basis) which may arise from such Member's use of the Site (including but not limited to the display of such
Member's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each Member further agrees that Afrindex is not
responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages
from such material rests entirely with each Member. Afrindex reserves the right; at it own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you, in which event you shall cooperate with Afrindex in asserting any available defenses.
6.6 Afrindex shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited
to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any
other damages resulting from any of the following:
(a) the use or the inability to use the Site;
(b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;
(c) unauthorized access by third parties to data or private information of any Member;
(d) statements or conduct of any Member of the Site;
(e) any matters relating to Paid Services however arising, including negligence.
7. Intellectual Property Rights
- 7.1 Afrindex is the sole owner or lawful licensee of all the rights to the Site and the Afrindex Content. The Site and Afrindex Content embody trade secrets and
intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Afrindex
Content shall remain with Afrindex, its affiliates or licensors of the Afrindex Content, as the case may be. All rights not otherwise claimed under this Agreement or
by Afrindex are hereby reserved.
- 7.2 "CHEMNET", "Premium Service" and related icons and logos are registered trademarks or trademarks or service marks of Afrindex Network, Inc. in various jurisdictions
and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these
marks is strictly prohibited.