Terms and Conditions - Seller
This agreement is made between you (the "Seller" which may otherwise for the purpose of this terms and condition may be additionally referred to as "you" or "your") of this website ("foodstantly.com" which may otherwise for the purpose of this terms and condition may be referred to as "site" or "website" or "we") and Agrovative Limited (owners and operators of foodstantly.com). Your acceptance of these terms and conditions is deemed to occur on your first use of this website and to continue in respect of each and every subsequent use of the website, including any sub domains of this website unless expressly excluded by its respective; terms and conditions.
1.0. Acceptance of terms and conditions
1.0. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement.
1.2. This User Agreement and all policies and terms incorporated by reference is binding on you and constitute agreements between you and Foodstantly.com .You understand that by checking the box and/or clicking the "submit" button, or by using this website, you agree to be bound by this agreement. If you do not accept this agreement in its entirety, you may not access or use website.
1.3. If you agree to this agreement on behalf of an entity other than you, you agree, represent and warrant that you have the authority to bind that entity to this agreement.
2.0. Purpose of Foodstantly.com,Commissions and Sales Obligations
2.1. Foodstantly.com is an online marketplace for the buying, selling, delivery and discovery of farm fresh food and cooked food. We connect Farmers, Food vendors and Restaurants to consumers and offer them a platform to sell online. We may additionally offer delivery Servicesfor Sellers.
2.2. The Seller will utilize Foodstantly.com to receive and record food orders from Users Twenty-four a day and 7 days a weekas stated by the seller on seller's profile and account.
2.3. TheSeller shall accept orders for Food from Users through Foodstantly and prepare Food in accordance with such order.
2.4. Seller will deliver during regular business hours stated by the Seller on the Sellers profile or account dashboard, Seller may charge users for cost of delivery. In the event that Seller has no delivery system, Sellermay enter into a delivery contract with Agrovative for the delivery of Seller's food to Users, Provided that Agrovative shall charge seller or Users who place orders for Seller's food, for cost of Delivery.
2.5. The purchase of Food from the Seller shall be deemed to have occurred at the time of delivery of the Food by the Seller to the user
2.6. Agrovativeshall charge Seller a fee not exceeding 5% (Five percent) ofthe totalvalue of any food sold through Foodstantly.com.
2.7. All proceeds of sales made by Seller shall be transferred by Agrovative to Seller's bank account listed on Foodstantly.com within 24 hours of confirmation of delivery of the food.
2.8. Seller agrees to only sell food items of high quality and shall ensure it deliver according to its promise. Agrovative has the right to terminate your usage and sales on Foodstantly for breach of this sub-clause.
3.1. To use Foodstantly, You must be at least 18 (eighteen) years old or have legal capacity to enter into a legally binding contract or be a corporate entity or registered business.
3.2. We shall have absolute discretion as to whether or not we accept a particular human or corporate person to sell on Foodstantly.com.
4.0. Your Access
4.1. Foodstantly grants you a limited, revocable, non-sub licensable, non-exclusive license to access the Services provided by Foodstantly and listing for your own personal and limited commercial use. Limited commercial use to the extent that it only permits you to either buy or sell farm fresh food or cooked food to consumers. This license does not include: any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data gathering and extraction tools for any purpose unless expressly permitted by Foodstantly.com.
4.2. Foodstantly may use all available legal remedies to prosecute any violation of its intellectual property rights contained herein or pending.
5.0. Opening of Accounts
5.1. To use Foodstantly.com and participate in the marketplace you must be a member by registering an Account.You agree to and accept to provide true,accurate,correct and complete information as required for the registration process. And you agree and accept to update this information and to maintain its truthfulness, correctness accuracy and completeness throughout your membership and use of Foodstantly.com.
5.2. Each Seller is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.
6.0. Identity/Account Authentication
6.1. All information associated with any Foodstantly.com Seller's account must be real and verifiable.
6.2. Seller's agrees and accepts that Foodstantly.com may undertake Seller's Identity and Seller authentication/verification and due diligence or ask for information or investigations to validate identity of Seller and to validate authenticity of identity and activity on Foodstantly.com.
6.3. Foodstantly reserves the right to suspend, close or restrict Sellers access or use of Foodstantly.com or inability to obtain or verify satisfactorily the information required.
7.1. The contentson Foodstantly.com, including any advertisement, newsletter, recommendation on the website is provided solely for information and general non-advisory purposes. It is recommended that Seller should use their best effort to confirm such content with a professional in the applicable field(s).No information provided by other Users or Foodstantly should be considered professional, technical, financial, legal or specific for a particular field(s).Users should use common sense and good judgment in relying on posted contents .
7.2. No part of any content posted in Foodstantly.com may be reproduced by the Seller without the written permission ofAgrovative Limited.
7.3. The Seller is solely responsible for all content or any other information posted on Foodstantly.com.
7.4. Foodstantly reserves the right but not the obligation to take appropriate action as regards User posted content including right to reject,modify,dis-allow,suspend,place on pending ,investigate or approve Users content at the sole discretion of Foodstantly.com site Administrators or otherwise .
7.5. Sellers agrees, represents and warrants that Seller's content: (a) will not infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or libellous or slanderous; (d) will not be obscene or contain child pornography; (e) will not include incomplete, false or inaccurate information about any individual or listing subject to permissions granted by Foodstantly; and (f) will not contain any viruses,spyware,malaware,codes,scripts or other computer programming codes that are intended to damage, interfere with, intercept or expropriate any system, data or personal information contained in Foodstantly.com.
7.6. Seller agrees that by submitting content to Foodstantly.com (including, but not limited to creating Account;Profiles,Listings, portfolio, reviews,feedback,testimonial,communications on Foodstantly.com), you hereby grant to Foodstantly.com a worldwide, exclusive, sub licensable, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform User content, under all User intellectual property and proprietary rights worldwide.
7.7. The content and information on the Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video,animation,feedback,logo,trademark, reviews, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. All Sellers agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, content, mediaor services obtained from or through this Site. Additionally, you agree not to:
7.8. It is our policy to respond to genuine and clear notices of alleged infringement of copyrights.
8.0. Seller Responsibility
8.1. As a Seller your responsibility to Users and other Sellers is set out here and in any other agreement or policies we may specify.
9.1. We make no warranty or representation that Foodstantly.com will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all computer systems, or that it will be secure.
9.2. Whilst every reasonable endeavour has been made to ensure that all information provided on Foodstantly.com will be accurate and up to date we make no warranty or representation that this is the case and makes no guarantee of any specific results from the use of this website.
9.3. No part of Foodstantly.com is intended to constitute advice and the content of this website, including any opinions expressed within the content and/or information provided by any third party, should not be relied upon when making any decisions or taking any action of any kind.
9.4 Where reference is made within the content of Foodstantly.com to specific or general products, these references are made solely for information purposes and no representation is made as to the suitability of these products or their availability within different jurisdictions.
9.5. Whilst every reasonable effort has been made to ensure that any and all descriptions of services available from Foodstantly.com are accurate we are not responsible for any variations from these descriptions.
10.0. WARRANTY DISCLAIMER.
10.1. Foodstantly.com makes no express representations or warranties with regard to the services provided by Foodstantly.com, listings, thewebsite, contents posted, or any activities or items related to this agreement, to the maximum extent permitted by law, Foodstantly.com disclaims all express or implied conditions, representations and warranties including but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement.
11.0. Intellectual Property
11.1. All content included on Foodstantly.com, unless uploaded by the user, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, tutorials, page layout, digital downloads underlying code and software is the property of Agrovative Limited or its suppliers/partners and are protected by National and international copyright laws.
11.2. Foodstantly and its logos, and other applicable services marks and intellectual property and Foodstantly.com are Trademarks of Agrovative Limited.
12.0. By continuing to use Foodstantly.com you acknowledge that the material referred to in clause 11.0
12.1. Is protected by applicable National and International intellectual property and other laws.
12.2. You may not use any Meta tags or any other "hidden text" utilizing "Foodstantly.com" or any other name, trademark, or product name of Foodstantly.com without written permission from Foodstantly.com or its parent company or partner. All copyrighted and copyrightable materials on the Site, including, without limitation, the design, text, technical documentation, manuals, product information, graphics, pictures, sound files and other files, and the selection and arrangement thereof are owned by Proprietary and protected by Intellectual Property Law.
13.0. Web Site links
13.1. Foodstantly.com may contain links to other sites. Unless expressly stated these sites are not under the control of Agrovative Limited and we assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
13.2. The inclusion of a link to another site on Foodstantly.com does not imply any endorsement of the sites themselves or of those in control of them.
14.1. We accept no liability for any disruption or non-availability of the web site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions, Denial of Service Attacks and censorship.
14.2. We give no warranty that Foodstantly.com will be free of defects and/or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
15.0. Limitation of Liability
15.1. Our Liability for any direct or indirect loss or damage, foreseeable or otherwise including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions shall be limited to the value of a Sellers actual loss or actual financial expenditure on the site caused by that breach, if any.
15.2. For all other direct or indirect loss or damage, foreseeable or otherwise including any indirect, consequential, special or exemplary damages arising from the use of Foodstantly.com or any information contained therein, to the maximum extent permitted by law, we accept no liability to either the Seller or any third party.
16.0. Other Policies
17.1. Each Seller shall indemnify, defend and hold harmless Agrovative Limited and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any action or omission by Seller(s).
17.2. You agree to indemnify and hold us and (as applicable) our related entities, affiliates, and our partnersand their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this Terms and Conditions or your violation of any law or the rights of a third party.
18.0. Independent Contractor
18.1. Each Seller acknowledges and agrees that the relationship between Sellerand Foodstantly is that of independent Contractor. Nothing in this Terms and Conditions creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between Foodstantly and any User (3) Seller and Foodstantly.
19.0 Amendment of Terms
19.1. This terms may be amended or modified by Foodstantly.com without prior notice to Seller. An amended or modified Terms and Conditions becomes effective the moment it's posted to Foodstantly.com.However Foodstantly may post notifications of such amendments through email to Sellers.
20.0. Applicable Law and Jurisdiction
20.1. These terms and conditions and the relationship between you, the user, and Agrovative Limited shall be governed by and construed in accordance with the Laws of Federal Republic of Nigeriaand both parties submit to the exclusive jurisdiction of the High courts of Rivers State of Nigeria.
22.1. The provisions of this User Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced.
22.2. This Agreement may be assigned by Foodstantly.com to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Foodstantly.com. In the event of any sale or transfer you will remain bound by this Agreement.
22.3. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
22.4. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect that breach or to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
22.5. In the event of any conflict between these terms and conditions and any prior versions thereof, the provisions of these terms and conditions shall prevail unless it is expressly stated otherwise