AFFILIATE MARKETER AGREEMENT

This FarmGreat Affiliate Program Terms and Conditions contains the term and conditions that govern your participation in the FarmGreat Affiliate Marketer or as a Preferred Affiliate Marketer(the “Program”). “FarmGreat”,“We”,“us”,“our” means FarmGreat West African LLC. “You” or “your” means the affiliate partner. A “site” means a website. The “FarmGreat Site” means farmgreat.org “Your site” or “Your app” means your FarmGreat assigned website or your blog/ personal website(s) or mobile application(s) that you own or operate and link to the FarmGreat Site.

We may update these Terms and Conditions at any time and will make the updated Terms and Conditions available by posting the updated version on our website.Please note that other portions of this website may contain additional and/or different terms and conditions of use. We will inform you of any such updates via the email you provide in your account. However, your continued involvement in the program, as defined below, shall be conclusive evidence that you have read and consented to the agreement as amended or modified and further agree on a going forward basis to comply with, and be bound by, all the terms and conditions contained within the agreement as amended or modified at that time. If at any point you do not agree to any portion of the terms of this Agreement then in effect, you must immediately stop your activity in the Program.

1. Description of FarmGreat Affiliate Program

The purpose of the FarmGreat Affiliate Program is to permit you to advertise FarmGreat Products and services on your site and to earn advertising commissions for Confirmed Purchases (see section 7) made by your end users on the FarmGreat Site. A “Product” is any item sold on the FarmGreat Site.

2. Enrollment

1. To begin the enrolment process, you must submit a complete and accurate Program application, including a clear identification of your site(s) or other sources of traffic. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your source of traffic or site is unsuitable. We consider the following sites and practices as examples of unsuitable sources of traffic:

a) Using voucher codes or coupon codes websites

b) Using any type of online paid ads, especially display or search pay-per-click ads on major platforms like Facebook ads or Google display/search networks

c) Using FarmGreat brand name, or a variant or misspelling, in any domain name, sub domain name, or in any username, group name, or other identifier on any social networking site

d) Using fraudulent methods such as pop -ups, pop-unders, iFrames, cookie stuffing, and automatically opening FarmGreat pages

e) Trying to get advertising commissions on an order placed as an employee or external sales agent of FarmGreat

f) Promoting inappropriate materials-e.g. sexually explicit, violent, libellous, defamatory, discriminatory, illegal

g) Violating intellectual property rights in any manner

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later observe that you are engaging in unsuitable practices, we are, at our sole discretion, entitled to terminate and/or take action against you/your affiliate account at any time.

An Affiliate Partner also operating as a Vendor on FarmGreat’s Seller Centre platform (Member Associate) must indicate, when completing the sign-up form, that he/she is a FarmGreat Vendor (Member Associate). Where an Affiliate Partner subsequently becomes a Member Associate, the Affiliate Partner shall immediately send an email to affiliate@FarmGreat.org, notifying FarmGreat of his/her status as a Member Associate on FarmGreat’s Platform.

3. Tracking links on your site

After you have been notified that you have been accepted into the Program, you must display Tracking Links on your site. “Tracking Links” are links to the FarmGreat Site that you place on your site in accordance with this Terms & Conditions, that properly utilize the special link formats we provide. Tracking Links permit accurate tracking, reporting, and accrual of advertising fees. You may earn advertising fees only as described in section 7 and only with respect to activity on the FarmGreat Site occurring directly through Tracking Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site. You may not maintain a website that might give rise to a risk of confusion with the web presence of FARMGREAT.

4. Program requirements

By participating in FarmGreat Affiliate Program, you agree that you will comply with the Terms & Conditions and all pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to you. You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up to date. You will provide us with any additional information that we request to verify your compliance with this Terms and Conditions or any supporting materials.

In addition, you hereby consent to us:

● sending you emails relating to FarmGreat Affiliate Program from time to time

● Monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Tracking Links

● Monitoring, crawling, and investigating your site to verify compliance with this Terms & Conditions

5. Responsibility for your site

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

● The technical operation of your site and all related equipment

● Displaying Tracking Links and Content on your site in compliance with this Terms & Conditions and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site)

● Creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Tracking Links)

● Using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights)

● Disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors browsers

● Any use that you make of the Content and the FarmGreat Trademark, whether or not permitted under this Agreement We will have no liability for these matters or for any of your end users claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Terms and Conditions, any Operational Documentation , or applicable law; (d) your violation of any term or condition of this Terms and Conditions or any Operational Documentation; or (e) your employees negligence or wilful misconduct.

6. Order Processing

We will process on a daily basis Product or orders placed by customers who follow Tracking Links from your site to FarmGreat Site. We reserve the right to reject orders that do not comply with any requirements on the FarmGreat site. We will track Confirmed Purchases for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Confirmed Purchases.

7. Advertising Commissions

We will pay you advertising fees only on Confirmed Purchases. Subject to the exclusions set forth below, a "Confirmed Purchase" occurs when a customer (a) clicks through a Tracking Link on your site to FarmGreat site, then (b) adds a Product to his or her shopping cart and places the order for that Product, then (c) the Product is shipped and paid for by the customer, and finally (d) confirmation of no return by the customer as per the FarmGreat return policy has been granted.

Confirmed Purchases exclude any of the following:

● Any Product purchased through a Tracking Link thatviolate s the terms of this Agreement - especially those stated in section 2

● Any Product t purchase that is not correctly tracked or reported because the links from your site to FarmGreat site are not properly formatted

● Any Product purchased through a Tracking Link by you or on your behalf, including Products you purchase through Tracking Links for yourself, friends, relatives, or Affiliate (e.g. personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity)

● Any Product purchased for resale or commercial use of any kind

● Any Product purchased after termination of this Terms and Conditions

● Any Product order that is cancelled or returned

● Making bulk orders (orders with a big quantity of the same items. FarmGreat has the right to reject the commission on such bulk orders.

● Making a large number of orders buying the same item (buying items in bulk over many orders). FarmGreat has the right to reject the commissions of such orders.

8. Commissions and Advertising Payment procedure

Commissions are payable within 48 hours after Affiliate marketer successfully place fund withdrawal from his back office. Minimum withdrawal amount is denoted at Affiliate Marketers’ assigned websites’ back office. If you are situated in any of the countries where FarmGreats’ office is not currently operational , your commission will only become payable after you have earn a minimum threshold of 50 USD worth of commission, if the amount is yet to meet the minimum threshold. Payment of commissions may delay following variety of factors but not limited to intermediary banking services transfer processes.

We shall also be required to deduct withholding tax or any other taxes as may from time to time be required by the relevant tax laws or regulations. The default payment method is direct deposit on your bank account, although we may allow mobile payments in some specific African countries where we believe it is relevant. If you have not selected one of the payment methods, we will withhold any unpaid accrued advertising fees until you have done so.

9. Policies and Pricing

Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with FarmGreat. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on FarmGreat will apply to those customers, and we may change them at any time.

10. Identifying yourself as an affiliate partner

You will not issue any press release or make any other public communication with respect to this Terms and Conditions, your use of the Content, or your participation in the FarmGreat Affiliate Program. You will not misrepresent or embellish the relationship between us and you, (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Terms and Conditions.

11. Limited License

Subject to the terms of this Terms and Conditions and solely for the limited purposes of advertising Products on, and directing end users to, the FarmGreat Site in connection with FarmGreat Affiliate Program, we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content solely on your site. The license set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Terms and Conditions or any Operational Documentation, or otherwise upon termination of this Terms and Conditions. In addition, we may terminate the license set forth in this Section in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and FarmGreat Trademark with respect to which the license set forth in this Section is terminated or as we ma y otherwise request from time to time.

12. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Terms and Conditions or otherwise, acquire any ownership interest or rights in or to, FarmGreat Affiliate Program, Tracking Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates trademarks and logos (including the FarmGreat Trademark), and any other intellectual property and technology that we provide or use in connection with FarmGreat Affiliate Program (including any application program interface s, software development kits, libraries, sample code, and related materials).

If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Terms and Conditions, any Content, or your anticipation in FarmGreat Affiliate Program, or if you modify any Content in any way,(collectively, "Your Submission"), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid -up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, reformat, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicenses exercise of rights under the license above will not violate any persons or entitys rights, including any copyright rights. You agree to provide us such assistance as we may require documenting, perfect, or maintaining our rights in and to Your Submission.

13. Compliance with Laws

In connection with your participation in FarmGreat Affiliate Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws that govern marketing email.

14. Term and Termination

The term of this Terms and Conditions will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Terms and Conditions at any time, with or without cause, by giving the other party written notice of termination by email. Upon any termination of this Terms and Conditions, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and FarmGreat Trademark and promptly remove from your site and delete or otherwise destroy all links to FarmGreat Site, all FarmGreat Trademark, all other Content, and any other materials provided or made available by or on behalf of us to you under this Terms and Conditions or otherwise in connection with FarmGreat Affiliate Program.

We may withhold accrued unpaid advertising commissions for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any termination of this Terms and Conditions, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 8, 9, 11, 12, 13, 15, 16, and together with any accrued but unpaid payment obligations of us under this Terms and Conditions, will survive the termination of this Terms and Conditions. No termination of this Terms and Conditions will relieve either party for any liability for any breach of, or liability accruing under, this Terms and Conditions prior to termination.

15. Relationship of Parties

You and we are independent contractors, and nothing in this Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Terms and Conditions, you will be deemed to have taken the action yourself.

16. Limitation of Liability

We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this Terms and Conditions and the FarmGreat Affiliate Program, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this Terms and Conditions and the FarmGreat Affiliate Program will not exceed the total advertising commissions paid or payable to you under this Terms and Conditions in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

17. Disclaimers

FarmGreat Affiliate Program, FarmGreat Site, any products and services offered by FarmGreat, any tracking links, link formats, operational documentation, content, FarmGreat domain name, our and our affiliates trademarks and logos (including the FarmGreat trademark), and all technology, software, functions, materials, data, images, text, and other information and content provided or used by or on behalf of us or our affiliates or licensors in connection with FarmGreat Affiliate Program (collectively the "service offerings") are provided "as is." neither we nor any of our affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the service offerings. Except to the extent prohibited by applicable law, we and our affiliates and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing, performance, or trade usage.

We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our affiliates or licensors warrants that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free. Neither we nor any of our affiliates or licensors will be responsible for (a) any errors, inaccuracies, or service interruptions, including power outages or system failures; or (b) any unauthorized access to or alteration of, or deletion, destruction, dam age, or loss of your site or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through FarmGreat Affiliate Program, content, operational documentation, FarmGreat, or the affiliates.FarmGreat.com site will create any warranty not expressly stated in this Terms and Conditions. Furthermore, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with this Terms and Conditions or your participation in FarmGreat Affiliate Program, or (z) any termination of this Terms and Conditions or your participation in FarmGreat Affiliate Program.

18. Disputes

1.      Any controversy, dispute or claim between FarmGreat and any other party arising out of/or involving any FarmGreat business relationship shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Procedures of the Nigerian Bar Association. This arbitration agreement does not cause waiver or modification of either partys right to legal proceedings in a court residing in the same judicial jurisdiction as stated herein to enforce any unpaid monetary debts by either party, as awarded by the arbitrator following Binding Arbitration. The parties agree to such venue as the forum of choice of the parties

2.      The arbitrator shall apply substantive and procedural law to the proceeding. The demand for arbitration must be in writing and must be made by the aggrieved party within 90 (ninety) days of the event giving rise to the demand. The arbitration shall take place in Abia, Abia State of Nigeria.

3.      The arbitrator"s power to award a remedy shall be limited to monetary damages. Should either party wish to seek injunctive relief or other non-monetary relief, such claims shall be brought exclusively in a court of competent jurisdiction located in Abia, State of Nigeria.

4.      The arbitrator shall determine if there is any prevailing party, and the prevailing party shall be awarded only such fees and expenses as are permitted under the law of the Federal Republic of Nigeria. The fees for the arbitrator shall be paid equally by both parties. The parties understand and acknowledge that by agreeing to arbitration, they are giving up any right they may have to a judge or jury trial with regard to all issues subject to arbitration.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

 


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