Terms and Conditions
This Terms and Conditions document (“Terms and Conditions”) sets forth the terms and conditions under which the signatory Member/Sponsor/Marketing Partner/Advertiser of the AfricaBusinessPortal.com website (“Member”) agrees to follow when purchasing advertising and other services from CommerceGhana, LLC DBA Africa Business Portal (hereinafter “CG”), a Arizona limited liability company located at 2152 E. Golf Ave., Tempe, AZ 85282. These terms and conditions may be modified from time to time by CG and CG 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.
2. 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”):
- Our organization 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.
- Our organization 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”).
- Our organization or its agents do not make Corrupt Payments to officials indirectly via third party agents or consultants.
- Our organization 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.
- Our organization or its agents do not engage in human trafficking or use of forced labor in their business activities.
If CG learns that Member has engaged in conduct that violates these Attestations, CG, in its sole discretion, will terminate this agreement 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 CG.
3. Use of Member’s Logo, Member’s Content, and Member’s Information. Member will provide to CG 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 CG within 15 business days from the date full payment is made. If Member fails to provide its logo and information by that time, CG, at its option, may elect to terminate this Agreement and refund the full payment made by Member. All logos, content, and other information provided by Member are subject to approval by CG 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 CG 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 CG determines that Member has knowingly provided false or misleading information to CG for inclusion in advertising on the website or in content for the website, CG, at its option, may terminate this Agreement and refund the payment made by Member subject to a 15% termination charge. Should Member’s logo and/or information change, Member is responsible for notifying CG of the change and shall provide CG with new logo, website and/or information at the time of notification of the change. CG will update the website with the new logo and/or information no later than ten business days after receipt from Member.
4. Service Implementation Time Frame. CG will implement all profile creation/advertising services subscribed to by Member no later than twenty business days following receipt of acceptable logos, content, and information necessary to create such a profile/advertising from Member.
5. Termination. Either party may terminate this Agreement upon thirty days (30) 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 CG. In such a case, Member agrees to provide CG with written notice of such fault or nonperformance and provide reasonable opportunity to cure. If CG has failed to remedy the fault or nonperformance, Member is entitled to a refund of payments made hereunder minus CG’s reasonable expenses. Upon Member’s termination, all advertising and content related to Member will be removed within 10 business days after receipt of Member’s termination notice. If CG 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 CG’s termination notice to Member
6. Notices. All notices required or permitted hereunder shall be deemed duly given if sent by electronic mail to Member’s email address provided to CG and to such email address as CG designates.
7. Use of CG’s Logo and Website Content. Nothing in this Agreement grants Member any rights to, in, or any license to use CG’s Logo or any content on the Website for any purpose or for Member to state or suggest that CG endorses Member’s goods or services. However, subject to the prior written approval of CG, 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 Africa Business Portal (ABP) Network in its television, radio, print, email, or internet advertising provided, that CG must in all instances be identified as “Africa Business Portal” or as CG shall otherwise direct in writing.
8. Governing Law/Arbitration. This Agreement shall be subject to, governed by, and construed according to the laws of the State of Arizona without regard to its conflict of laws provisions. Any dispute that arises 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.
9. 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 CG.
10. Modification. Any modification of the Agreement or additional obligation assumed by either party in connection with the Agreement shall be made in a writing signed by each party or an authorized representative of each party.
11. Warranties. Member and CG 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 CG. CG 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.
12. Indemnity/Guarantees. MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD CG 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 CG. CG DOES NOT GUARANTEE THAT BY BECOMING A MEMBER AND/OR SPONSOR THAT MEMBER WILL EXPERIENCE AN INCREASE IN CUSTOMERS.
13. No Endorsement or Partnership. CG does not endorse, warranty, 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.
14. Severability. If any provision of this Agreement should be or become fully or partly invalid or unenforceable for any reason whatsoever or violate any applicable law, they are to be considered devisable as to such provision, and such provision is to be deleted from them, and the remainder of them shall be deemed valid and binding as if such provision were not included herein.
Revision Date: July 6, 2016