Terms and Conditions

These Terms and Conditions (“Terms and Conditions”) sets forth the terms and conditions under which the Member/Sponsor/Marketing Partner/Advertiser (“Member” or “You”) of the AfricaBusinessPortal.com website Website agrees to follow when purchasing, advertising and or using the services provided by CommerceGhana, LLC DBA Africa Business Portal (“ABP” or “We”), an Arizona limited liability company located at 2152 E. Golf Ave., Tempe, AZ 85282.

Please read the Terms and Conditions carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you accept and agree to be bound and abide by these Terms and Conditions and our Privacy Policy, found on the Website, incorporated herein by reference. If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are eighteen (18) years of age or older. By using this Website, you represent and warrant that you are of legal age and able to form a binding contract with ABP and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Modification

These Terms and Conditions may be modified from time to time by ABP, in its sole discretion. All changes are effective immediately when we post themand apply to all access to and use of the Website thereafter.ABP agrees to provide notification to the Member of such modifications and provide the most current copy of the Terms and Conditions document with such a notification.

Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page from time to time/frequently/each time you access this website so you are aware of any changes, as they are binding on you.

1. Terms of Use. Member acknowledges that its use of the Website is governed by this Terms and Conditions including all the acknowledgements, disclaimers, limitations of liability, etc. contained herein, and limitations of liability associated with investment opportunities advertised on the site. Member acknowledges having read the Terms and Conditions and agrees to abide by all of its terms both as a Member and while using the AfricaBusinessPortal.com website.

ABP reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. ABP will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

Member is responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

ABP have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions.

2. Anti-Bribery Attestations. If agreeing to become an ABP Network Member, Sponsor, Marketing Partner, and/or Advertiser, Member agrees to the following as an agent or officer of the organization or as an individual (the “ABP Attestations”):

ABP has an anti-bribery code of conduct that establishes policies and procedures consistent with the standards established by the United States Foreign Corrupt Practices Act (FCPA) 15 U.S.C. §§ 78dd-1, et seq., including the following points 2-4.

ABP or its agents do not make payments of anything of value directly to government officials to induce or influence the officials to use their position to assist in obtaining or retaining business for or with any person or to direct business to any person (“Corrupt Payments”).

ABP or its agents do not make Corrupt Payments to officials indirectly via third party agents or consultants.

ABP or its agents do not make charitable contributions directly or indirectly via third party agents or consultants as a proxy for Corrupt Payments to influence government officials.

ABP or its agents do not engage in human trafficking or use of forced labor in their business activities.

If ABP learns that Member has engaged in conduct that violates these Attestations, ABP, in its sole discretion, will terminate the Member’s membership immediately via notice provided to Member electronically or via postal mail and Member is not entitled to any refund of any payments made under this and any other agreement with ABP.

3. Intellectual Property. The Website and its entire contents features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by ABP, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms and Conditions permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [email protected]

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other laws.

4. ABP Trademarks. ABP’s name, ABP’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the ABP or its affiliates or licensors. You must not use such marks without the prior written permission of the ABP. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Nothing in these Terms and Conditions grants the Member any rights to, in, or any license to use ABP’s Logo or any content on the Website for any purpose or for Member to state or suggest that ABP endorses Member’s goods or services. However, subject to the prior written approval of ABP, which may not be unreasonably withheld or delayed, Member shall have the right under these Terms and Conditions to identify itself as a Member and/or Sponsor of the ABP Network in its television, radio, print, email, or internet advertising provided, that ABP must in all instances be identified as “Africa Business Portal” or as ABP shall otherwise direct in writing.

Use of Member’s Logo, Member’s Content, and Member’s Information. Member will provide to ABP Member’s logo and other such necessary content and information about Member as required to implement any profile creation/advertising services subscribed to by Member. Member shall provide the logo and all information to ABP within fifteen (15) business days from the date full payment is made. If Member fails to provide its logo and information by that time, ABP, at its option, may elect to terminate the Member’s membership and refund the full payment made by Member.

All logos, content, and other information provided by Member are subject to approval by ABP prior to inclusion in any advertisement, page, or database associated with the website. Logos and content provided by Member that do not pertain to the mission and goals of ABP and/or detract from the professional appearance and atmosphere of the website will be rejected, with Member given the opportunity to correct and resubmit such logos and content. If ABP determines that Member has knowingly provided false or misleading information to ABP for inclusion in advertising on the website or in content for the website, ABP, at its option, may terminate the Member’s membership and refund the payment made by Member subject to a fifteen percent (15%) termination charge.

Should Member’s logo and/or information change, Member is responsible for notifying ABP of the change and shall provide ABP with new logo, website and/or information at the time of notification of the change. ABP will update the website with the new logo and/or information no later than ten business days after receipt from Member.

5. User Contributions.The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms and Conditions.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant ABP and its affiliates and service providers, and each of our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.

Member represents and warrants that:

  • Member owns or controls all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of our licensees, successors and assigns.
  • All of your User Contributions do and will comply with these Terms and Conditions.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ABP, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

ABPisnot responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

6. No Endorsement or Partnership. ABP does not endorse, warrant, or guarantee any of the services or products provided by Member. The Member acknowledges and agrees that any representation to the contrary made by Member to any third party shall constitute a material breach of this Agreement and may result in termination of this Agreement. This Agreement shall not be deemed to create any joint venture, partnership or agency between the parties hereto. It is understood that each party to the Agreement is independent of the other and that neither party is given any right or authority thereunder to bind the other party.

7. Prohibited Uses. You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate ABP, an ABP employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm ABP or Members of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Website.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the
  • Website is stored, or any server, computer or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
    Otherwise attempt to interfere with the proper working of the Website.

8. Service Implementation. Time Frame. ABP will implement all profile creation/advertising services subscribed to by Member no later than twenty (20) business days following receipt of acceptable logos, content, and information necessary to create such a profile/advertising from Member.

9. Monitoring and Enforcement; Termination.

ABP has the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for ABP.
  • Disclose Member’s identity or other information about Member to any third party who claims that material posted by the Member violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend Member’s access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms and Conditions.

Without limiting the foregoing, ABP have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. MEMBER WAIVES AND HOLDSHARMLESS ABPAND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, ABP cannot undertake the review of all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, ABP assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. ABP has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Assignment of Rights. The rights of Member under this Agreement are personal to Member and may not be assigned or transferred to any other person, firm, corporation, or other entity, including a successor entity, without the prior, express, and written consent of ABP.

11. Termination of Membership. Either party may terminate this Agreement upon written notice to the other party. If Member elects to terminate the Agreement prior to the end of the Term of subscription made by Member, Member is not entitled to any refund of any payments made hereunder, unless termination is made as a result of fault or nonperformance on the part of ABP. In such a case, Member agrees to provide ABP with written notice of such fault or nonperformance and provide reasonable opportunity to cure. If ABP has failed to remedy the fault or nonperformance, Member is entitled to a refund of payments made hereunder minus ABP’s reasonable expenses. Upon Member’s termination, all advertising and content related to Member will be removed within ten (10) business days after receipt of Member’s termination notice. If ABP elects to terminate the Agreement prior to the end of the Term of subscription, Member is entitled to a refund of a prorated share of payment(s) made hereunder based on the number of months from the Effective Date to the date of ABP’s termination notice to Member.

12. Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
    Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

13. Copyright Infringement. If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of ABP to terminate the user accounts of repeat infringers.

14. Reliance on Information Posted. The information presented on or through the Website is made available solely for general information purposes. ABP does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. ABP disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Our Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ABP, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ABP. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

15. Information About You and Your Visits to the Website. All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

16. Online Purchases and Other Terms and Conditions. All purchases through our site or other transactions for the sale of goods or services or information formed through the Website or as a result of visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms and Conditions.

17. Linking to the Website and Social Media Features. Members may link to our homepage, provided they do so in a way that is fair and legal and does not damage ABP’s reputation or take advantage of it.Members must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without ABP’s express written consent.

This Website may provide certain social media features that enable Members to:

  • Link from their own or certain third-party websites to certain content on this Website.
  • Send e-mails or other communications with certain content, or links to certain content, on this Website.
  • Cause limited portions of content on this Website to be displayed or appear to be displayed on their own or certain third-party websites.

Members may use these features solely as they are provided by ABP with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions ABP provides with respect to such features. Subject to the foregoing, Members must not:

  • Establish a link from any website that is not owned by the Member.
  • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Website other than the homepage.
  •  Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions.

All Members must agree to cooperate with ABP in causing any unauthorized framing or linking immediately to cease. ABP reserves the right to withdraw linking permission without notice.

ABP may disable all or any social media features and any links at any time without notice in our discretion.

18. Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for Members’ convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. ABP have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If a Member decides to access any of the third-partywebsites linked to this Website, the Member does so entirely at their own risk and subject to the terms and conditions of use for such websites.

19. Geographic Restrictions. ABP is based in the United States. ABP provide this Website in accordance with the laws and regulations of the United States. ABP make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

20. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ABP NOR ANYONE ASSOCIATED WITH ABP REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ABP HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

21. Member and ABP Warranties. Member and ABP represents and warrants to the other that this Agreement has been duly authorized, executed, and delivered by it and constitute a valid, legal, and binding Agreement enforceable against it in accordance with its terms. Member warrants that it is the owner or authorized licensee of the copyrightable logos and content provided to ABP. ABP MAKES NO WARRANTY UNDER THIS AGREEMENT, IMPLIED OR STATUTORY, OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH HEREIN, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

22. Limitation on Liability. IN NO EVENT WILL ABP, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

23. Indemnification.You agree to defend, indemnify and hold harmless ABP, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

24. Member and ABP Indemnity/Guarantees. MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD ABP AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SHAREHOLDERS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, EXPENSE, DAMAGES OR OTHER LIABILITIES, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, ARISING OUT OF MEMBER’S MEMBERSHIP OF THE WEBSITE AND WITH ABP. ABP DOES NOT GUARANTEE THAT BY BECOMING A MEMBER AND/OR SPONSOR THAT MEMBER WILL EXPERIENCE AN INCREASE IN CUSTOMERS.

25. Governing Law and Jurisdiction. All matters relating to the Website and these Terms and Conditions and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona, without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms and Conditions or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona although we retain the right to bring any suit, action or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

26. Arbitration. Any dispute that arises from the use of these Terms and Conditions or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, shall be resolved amicably between the parties. If a dispute should exist and not be resolved amicably between the parties within ninety (90) days of notice, it may be referred by either party unilaterally to arbitration, which shall be conducted in Phoenix, Arizona, by an experienced arbitrator who shall be familiar with and apply the laws of the State of Arizona. Arbitration shall be conducted according to the rules of the American Arbitration Association then in effect, by a single arbitrator jointly agreed upon by the parties. The arbitrator shall have the discretion to award reasonable attorneys’ and experts’ fees and costs to the prevailing party.

27. Waiver and Severability. No waiver of by ABP of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ABP to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions should be or become fully or partly invalid or unenforceable for any reason whatsoever or violate any applicable law, such provision shall be devisable, and is to be deleted or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.

28. Entire Agreement. The Terms and Conditions, our Privacy Policy, and Terms of Sale constitute the sole and entire agreement between you and ABP with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

29. Your Comments and Concerns. This Website is operated by ABP.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: [email protected]

30. Notices. All notices required or permitted hereunder shall be deemed duly given if sent by electronic mail to Member’s email address provided to ABP and to such email address as ABP designates.