PLEASE READ THIS UPLOADER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT  (“USER CONTENT”) TO BE MADE AVAILABLE TO USERS OF AFRIBARY.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH, OR DISTRIBUTE, USER CONTENT ON AFRIBARY.

 

1. Eligibility.

In order to upload User Content to Afribary, You must: (i) register for a Afribary account (Your "Account”); (ii) be at least 18 years of age (or the age of majority in your place of residence if it is other than 18) and if You are uploading User 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 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 or revoke Your access at any time, at its sole discretion, with out cause and without notice to You.

 

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. General Terms of Use

2. Privacy Policy

Unless defined in this Agreement, all capitalized terms used in this Agreement have the meaning given in our General Terms of Use and Privacy Policy.

 

3. Certain Rights of Afribary.

Afribary will solely control all features and functionality of the Site and App and will have the right to modify, change, or amend the same at all times, at its sole discretion.  Afribary reserves the right to remove or delete User Content at any time, at its sole discretion, without cause and without notice to You.

 

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 upload and distribute authorized digital content, including electronic documents. User Content is uploaded at Your own risk.  Notwithstanding anything to the contrary herein, Afribary neither guarantees against unauthorized copying or distribution of User Content nor will Afribary be liable for any unauthorized copying or usage of the User Content.

 

5. Prohibited Uses.

Your authorization to use Afribary for the uploading and distribution of User Content is subject to the following restrictions:

(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works from, resell, profit from, or otherwise exploit content accessed on the Site and App, other than as permitted by Afribary; or

(ii) You may not act in any way that violates Afribary’s Terms of Use, Copyright, any other Guidelines, or any other agreement between Afribary and Yourself, or engage in any action or practice that disparages or devalues Afribary’s reputation or goodwill.

You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that Afribary may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

 

6. Grant of License to Afribary.

By uploading User Content to Afribary, you hereby grant to Afribary a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license (with the right to grant and authorize sublicenses) to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, monetize, charge money for, restrict access to view, restrict access to download, advertise against, and otherwise exploit Your User Content, in any media formats and through any media channels, in order to publish and promote such User Content in connection with services offered or to be offered by Afribary. Such license will apply to any form, media, or technology now known or hereafter developed. You grant Afribary the right to restrict access to view or to download your content (for example, without limitation, to paying users) and to charge users for access to your content, subject to certain configuration options provided to you by Afribary. Subject to the terms and limitations set forth herein, you may terminate this grant of license to Afribary as to any specific piece of User Content by removing, deleting or requesting to deleted that piece of User Content from the Services; provided, however, that it is understood and agreed that Afribary may retain a copy of any User Content as necessary for legal or archival purposes.

 

7. Grant of License to Other Afribary Users.

By uploading User Content to Afribary, you hereby grant to each User who is authorized to access Your User Content a non-exclusive license to access and use Your User Content under the terms indicated by You when You uploaded such User Content.  Notwithstanding the foregoing, You hereby grant to each such User at least a limited, non-exclusive, license to view, download (including, without limitation, download to a portable device, but subject to download restrictions either made by Afribary or by you), print and have printed such User Content for personal use in the manner contemplated by this Agreement and the Services The foregoing license granted by You terminates as to a specific piece of User Content once You remove or delete such User Content from Afribary, provided that User rights to such User Content arising out of distributions occurring on or prior to deletion of such User Content from the Services survive any termination or expiration of the license granted in this section 7.

 

8. Reservation of Rights.

Subject to the licenses granted herein, You retain all of Your ownership rights in User Content uploaded and owned by You.

 

9. 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 Afribary;  and (b) any other information designated by Afribary as "confidential" or an equivalent designation, whether orally or in writing.

 

10. Term and Termination.

10.1 Term.  The term of this Agreement will begin on the date You upload Your User Content and will continue until terminated in accordance with the provisions set forth in this Section 10 (the “Term”).

 

10.2 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 Afribary upload privileges at any time.  You may terminate this Agreement either by cancelling your Afribary Account and removing the content, or by providing Afribary with written notification of intended termination through electronic mail at [email protected]  This Agreement will be deemed terminated by You fifteen (15) business days after Afribary’s receipt of such notification.

 

10.3 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.

 

10.4 Retiring User Content.  If You choose to remove or delete Your User Content from Afribary it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Users who have downloaded offline copies of Your User Content (including, without limitation to Afribary’s Mobile Applications), may continue to access that content.

 

11. Your Representations and Warranties.

You are solely responsible for Your User Content and the consequences of uploading and publishing them.  By uploading and publishing Your User Content, You represent and warrant that:

(i) all of the information that You provide to Afribary under this Agreement is current and accurate;

(ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Afribary and Afribary’s Users to use Your User Content in the manner permitted herein;

(iii) Your User Content does not and will not slander, defame, or libel any other party, violate any other party’s publicity rights or trade secret rights, be obscene, or otherwise unlawful;

(iv) Your User Content does not and will not violate Afribary’s General Terms of Use, Copyright, or any other policy governing User Content or User behavior;

(v) You have not entered into any other agreement that is in conflict with the terms of this Agreement;

(vi) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code;

(vii)Your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played; and

(viii) no claim has been asserted nor have any proceedings been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content.

 

12. Afribary Disclaimer of Warranties.

In addition to the warranties disclaimed in the General Terms of Use, Afribary expressly disclaims any warranty that the security measures used to protect User Content used by Afribary herein will be effective. Afribary makes no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements or other circumvention of such security measures.

 

13. Relationship of the Parties; Remedies Cumulative.

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.  Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

 

14. Support.

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