PLEASE READ THIS AUTHOR/PUBLISHER UPLOADER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT  (“UPLOADED CONTENT" OR "YOUR CONTENT") TO BE USED BY AFRIBARY UNDER THE AFRIBARY AUTHOR/PUBLISHER PROGRAM.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD YOUR CONTENT ON THE AFRIBARY PLATFORM AND CANNOT THEREFORE AVAIL YOURSELF OF THE AFRIBARY AUTHOR/PUBLISHER PROGRAM.

 

1. ELIGIBILITY

In order to upload Your Content to Afribary, You must: (i) register for an account on Afribary (Your “Afribary Author/Publisher Account”) and supply all required information; (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18)  and, if You are providing Uploaded Content to Afribary on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Afribary Author/Publisher Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.). Afribary reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

 

2. INCORPORATION BY REFERENCE

The following additional Afribary terms, policies, and guidelines are expressly incorporated herein and form a binding part of this Agreement as if reproduced fully herein:

1. Privacy Policy

2. General Terms of Use

 

3. CERTAIN RIGHTS OF AFRIBARY.

Afribary will solely control the Afribary Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion.  

 

4. AUTHORIZATION TO UPLOAD

Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, Afribary hereby authorizes You to use the Afribary Platform for the uploading  your works, i.e., the Uploaded Content, solely for the purpose of taking advantage of the Afribary Author Publisher Program.

 

5. LICENSE AND ROYALTIES

By uploading Your Content via the Afribary Platform, you hereby grant to Afribary all rights necessary for Afribary to review, convert, store, market, distribute and otherwise use the Uploaded Content as it deems fit on a non-exclusive, worldwide basis. This includes the right to fix or charge an access fee to the Uploaded Content.

Afribary will treat each Uploaded Content as confidential information and shall charge users of Afribary a fee to gain access to each Uploaded Content which will help towards maintaining/running the database. Afribary reserves the right to fix, review or change the access fee to each Uploaded Content.

Afribary will not be required to pay you or share with you any proceedings from all such access or subscription fees charged to users for Uploaded Content.

Afribary may, at its discretion, admit an author, publisher or content owner to its Author Publisher program and may decide to pay an agreed percentage of income from access fees of Uploaded Content belonging to such author, content owner, or publisher as royalty.

Afribary will use industry standard measures to protect the security of Uploaded Content.

 

6. RESERVATION OF RIGHTS

Subject to the licenses granted herein, You retain all of Your ownership rights in the Uploaded Content.

 

7. CONFIDENTIALITY

You agree not to disclose the confidential Information of Afribary without Afribary’s prior written consent.  For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Afribary Platform; (b) rates or statistics relating the Afribary Platform; and (c) any other information designated by Afribary as "confidential" or an equivalent designation, whether orally or in writing.  You may accurately disclose the amount of Afribary’s gross payments to You.

 

9. TERM AND TERMINATION.

9.1 Term.  The term of this Agreement will begin on the date You upload or give permission to upload Your Uploaded Content and will continue until terminated in accordance with the provisions set forth in this Section 9.2 (“Termination”). 

9.2 Termination.  Afribary may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Afribary Account, or suspend Your Author/Publisher upload privileges at any time.  You may terminate this Agreement by providing Afribary with written notification of intended termination through electronic mail at: [email protected].  This Agreement will be deemed terminated by You thirty (30) business days after Afribary’s receipt of such notification. 

9.3 Effect of Termination.  Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration. 

 

10. YOUR REPRESENTATIONS AND WARRANTIES

You will only include works in Uploaded Content if you are the publisher of record or author for such works and have the necessary authority, right, or permission to use and to authorize Afribary to use such works in the manner contemplated by this Agreement.

 

11. DISCLAIMER OF WARRANTIES

You understand that no automated system like Afribary is perfect and that it is likely that copies of Uploaded Content may still appear on other websites even after You have uploaded them for use in Afribary. You agree that Afribary does not and cannot guarantee, promise, warrant, or otherwise represent that copies of Uploaded Content or portions thereof will never appear on any other websites after You have uploaded them for use on Afribary.  Accordingly, Afribary, and its affiliates, partners, and suppliers, disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

12. RELATIONSHIP OF THE PARTIES

The parties are independent contractors with respect to each other.  This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship.  No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties.  

 

13. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, You can send us an email at [email protected].  Responses to emails will be provided as soon as possible.

 

14.  MISCELLANEOUS

Afribary may freely assign this Agreement in connection with any merger, spin-out, consolidation, reorganization, sale of all or substantially all of its assets. This Agreement inures to the benefit of and shall be binding on the Parties’ permitted assignees, transferees and successors. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.  A waiver of any provision of this Agreement will only be valid if provided in writing.  The failure by either Party to insist upon the strict performance of this Agreement will not act as a waiver of any right, promise or term, which will continue in full force and effect.