Terms of Use | African Food Changemakers

Last updated: 7 May 2021

Membership Terms and Conditions

Kindly take the time to read and understand the below Membership terms and conditions ("Membership Terms" or "Terms").

This agreement is between the individual, legal entity or other type of group that receives the benefit of this service agreeing to this agreement (“Member” or “User”) and African Food Changemakers Limited (“African Food Changemakers”).

The African Food Changemakers Membership Portal (hereinafter referred to as "Portal" or "Membership Portal") is owned and managed by African Food Changemakers Limited. It is a digital community of agri-food SMEs in Africa, designed to enable these stakeholders connect, share experiences, access various resources, tools, and opportunities, and celebrate their successes on the continent.

These Terms and Conditions ("Terms") contained in this agreement apply to your use of the Membership Portal. By accessing, using, subscribing or contributing to the Membership Portal and any pages related to the Portal, and/or by checking the "I UNDERSTAND AND AGREE TO THESE TERMS OF USE" box upon completion of your membership registration, you acknowledge that you have read, understood and agreed to be bound by these Terms. If you do not agree to these Membership Terms, please disengage from using this site. These Membership Terms serve as a legally binding contract between you and African Food Changemakers Limited.

If you have any questions or need additional information, you may reach the African Food Changemakers membership desk at membership@nourishingafrica.com

Membership Account(s)
1. Intending Members must register using their information to join and use the African Food Changemakers Membership Portal. Members consist of agri-food entrepreneurs with operations in the agriculture and food value chains in Africa.
2. As part of the registration process, intending members be required to create a username and password. Intending members will also provide certain registration information ("Registration Data"), all of which must be accurate and current. Members are responsible for maintaining the confidentiality of their username and password.
3. Members shall notify African Food Changemakers promptly of any known or suspected unauthorized use of their account or any known or suspected breach of security, including loss, theft, or unauthorized use or disclosure of their password.
4. Members are responsible for all usage or activity on their account, including the use of the account by any third party that the Member authorize to use their username and password.
5. African Food Changemakers has the right to terminate any Member’s account at any time or to modify or discontinue the Membership Portal at African Food Changemakers's sole discretion.
Content
1. In these Membership Terms, ‘content’ refers to all the content available on the African Food Changemakers Membership Portal, including funding opportunities, courses, events, videos, eBooks, data, publications, and user forum content.
2. Sources of this content may come from third-party websites, African Food Changemakers partner organizations, or members themselves. African Food Changemakers does not take responsibility for the content of any commentary/posts/links, etc., generated by members on any portion of the Portal, whether open or protected by a password.
3. African Food Changemakers will ensure within reasonable efforts to moderate and screen content on the Membership Portal before they are made live and available to members.
4. All content generated by the African Food Changemakers team, gathered from primary from secondary sources, will be provided with appropriate attributions. The African Food Changemakers team will generate the African Food Changemakers blog where applicable.
5. All Members of African Food Changemakers are bound to protect the privacy and confidentiality of all information, including other members' information, connection to investors, discounts and promos shared within the membership community, etc. following the confidentiality provisions set out in these Terms. A breach of these confidentiality provisions may result in removal from the Membership Portal.
6. African Food Changemakers is not responsible and shall have no liability for any liability, cost or expense that Members may incur in connection with the Membership Portal.
7. African Food Changemakers is not responsible for the interaction of Members, whether online or offline, concerning the content on the Portal.
8. Under no circumstances will African Food Changemakers be responsible for any loss or damage, including personal injury or death, resulting from any use of the Portal, any content posted on the Portal or transmitted to, or any interactions between members of the Portal, whether online or offline. African Food Changemakers neither represents, warrants, covenants guarantees, nor promises any specific results from the use of the Portal.
9. Data uploaded to the Portal and contributions to in-hub discussions by Members are at Member discretion.
10. The Membership Portal is not a transactional platform. Members may not use the Portal for actual investment or partnership transactions of any kind. Information posted on the Membership Portal does not necessarily constitute expert opinions. Members need to consult with their own investment, accounting, legal and tax advisers to evaluate the risks, consequences and suitability of any action independently to use information obtained through the Membership Portal.
Code of Conduct & Acceptable Use
1. All Members of the Portal will be expected to be guided by the principles of integrity, trust and confidentiality.
2. Members may not transmit any chain letters or junk email to any other Member or any other person associated with the Portal. Illegal and/or unauthorized uses of the Portal, including collecting the name, email address or any other personal or confidential information of any Member or any other person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action may be taken.
3. It is a violation of these Terms to use the Portal or any information obtained from the Website in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in messages or joining collaborator teams in bad faith), (ii) contact, advertise to, solicit, or sell to any Member or other person without their prior explicit consent. In order to protect such persons, African Food Changemakers reserves the right to remove content from Members that violates the acceptable use and place restriction on the violating Member's account at African Food Changemakers's sole and absolute discretion.
4. Members shall not use the Membership Portal or its content to upload, post or submit content (including but not limited to, written materials or images) at any time for any purpose that in African Food Changemakers's opinion is unlawful, prohibited, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, hateful or offensive on racial, ethnic, sexual or any other grounds, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law. Members shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations or treaties when using the Portal.
5. Other than as expressly outlined in these Terms, Members may not reproduce, republish, upload, post, modify, copy, alter, distribute, sell, resell, transmit, transfer, decompile, license, assign, publish or exploit, in any way, any content on the Portal without the express written permission of African Food Changemakers and the copyright owner. No changes in or deletion of author attribution, trademark legend or copyright notice shall be made, and no ownership rights shall be transferred in the event of any permitted copying, redistribution or publication of copyrighted material.
6. The Portal includes features and functionalities whereby a Member may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the Member who originates such content. African Food Changemakers reserves the right to remove or refuse to post or distribute any content and restrict, suspend, or terminate the participation of any Member from the Portal and from all African Food Changemakers Services at any time, with or without prior notice.
Registration and Cancellation
1. African Food Changemakers reserves the right to terminate Members registration and to restrict Member access to the Portal without notice, at any time.
2. Members may cancel their registration with the Portal at any time by sending an email to membership@nourishingafrica.com.
3. Any termination or restriction shall be without prejudice to any rights accrued to African Food Changemakers up to the date of termination or restriction.
Operation of the Portal
1. African Food Changemakers reserves the right to suspend or terminate the operation of the Portal at any time for the purposes of support and maintenance or to update the information contained on the Website.
2. African Food Changemakers is not obliged to give any notice of such termination or suspension.
Membership Eligibility
1. African Food Changemakers will accept registrations to join the Portal contingent upon meeting set eligibility criteria and reserves the right to control the growth and profile of the Members at its discretion.
2. The Membership Portal Administrator controls access to all requests for membership. African Food Changemakers does not have any direct ownership interest, shareholding/stakeholding, or any other monetary, investment or other financial connection to any of the agri-food businesses who join the Membership Portal. The criteria for acceptance of membership registration are defined as follows:
  1. The business must operate exclusively and visbly within the agri-food industry
  2. The agribusiness must be headquartered in Africa and have its most significant operations within the African continent
  3. The agribusiness must have been operational for up to six months
  4. The agribusiness must have an online presence, through a fully functional website and/or social media page(s) dedicated to showing the activities of the agribusiness
  5. The agribusiness should be duly registered with relevant state authorities, or be committed to getting registered as soon as possible (typically within a year of membership on the African Food Changemakers platform
  6. The agribusiness must categorize as a small or medium enterprise (SME)
Vetting and Verification of Prospective Member
1. African Food Changemakers collects registration data via the registration form to enable the team review the prospective member and their agribusiness. Information on both the entrepreneur and the agribusiness are collected. The membership registration form represents the first phase of due diligence on prospective members.
2. African Food Changemakers will will thoroughly review each application form and conduct primary and secondary research to determine that the agribusiness meets the membership criteria.
3. African Food Changemakers, will to the best of its ability, also verify that:
  1. the prospective member owns/co-owns the agribusiness;
  2. the agribusiness is still operational;
  3. the business is ethical and has no attached negative sentiments, locally and abroad.
4. The vetting process may take up to 3 business days following submission of the membership application form. One of the following results emerges from the due diligence process:
  1. Due diligence is successful and all information provided have been verified: the membership registration is approved and the entrepreneur becomes a verified member of African Food Changemakers.
  2. Additional information is required for verification: the entrepreneur will be notified via the email address provided at registration to provide the required information.
  3. Information provided were determined to be untrue, there is no evidence of agribusiness activity, and/or agribusiness does not meet up with the membership criteria: the membership registration request will be declined and the registration details removed from the African Food Changemakers database.
5. Feedback on the verification process may typically be provided within 3 business days. However, African Food Changemakers cannot guarantee that feedback will always be provided within this timeline. Feedback will be provided as quickly as is possible with regards to the circumstances that necessitate delays in the feedback process. Only successfully verified individuals/entities will have full access to the platform and its accompanying services.
6. African Food Changemakers reserves the absolute right to terminate membership at any point where a membership profile fails to continue to meet up with the membership criteria of the platform.
Membership Fees
1. African Food Changemakers reserves the right to introduce, increase or adjust any membership fees and other contractual fees and applicable percentages at any time upon written notice.
Confidentiality
1. Each Member agrees that he/she will not use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of any other Member of the Portal or any other entity which may have or may in future come to its knowledge through the use of the Portal. Each Member shall use its best endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
2. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of Member registration data and data contribution, African Food Changemakers has established what we believe to be reasonable physical, electronic and managerial procedures to safeguard and secure Member’s Registration Data and other information. However, Nourishing Africa does not hereby give any assurances or warranties that these security measures will prevent any unauthorized interception. Members hereby agree not to hold Nourishing Africa liable for the use of their registration data and other information obtained in any unauthorized manner.
3. Members are advised to ensure that they have all necessary permissions from relevant parties involved in their enterprise, including previous investors, before the mention of such details on the Membership Portal. Members are responsible for their posts on African Food Changemakers and for the communication of their information; African Food Changemakers is not responsible under any circumstance for breaches of confidentiality that may arise over time.
Taxes
1. It is the responsibility of each Member to determine what tax rules and policies may apply to them; African Food Changemakers does not accept any responsibility for taxation issues.
Warranties
1. Members are granted limited, revocable, non-exclusive, non-transferable access to African Food Changemakers content subject to the Members' continued acceptance and compliance with these Terms.
2. Members may view and download Membership Portal content for their personal and internal business use, provided that all hard copies contain all copyright notices and trademark legends, and all other applicable intellectual property and proprietary marks and notices.
3. Each Member represents and warrants that:
  1. All data provided by Members for registration is accurate, non-misleading and complete;
  2. Only contributions relevant to the purpose, community, business, and discussions within the Portal will be posted on the Portal;
  3. The Member does not / will not use pseudonyms or pen names in their representation on the Portal;
  4. The Member shall refrain from performing any action which may impair the operability of the Portal;
  5. The Member shall act in a polite, courteous and law-abiding manner when using the Portal;
  6. The Member has all necessary power and authorization to accept these terms and conditions;
  7. These terms and conditions are legal, valid, binding and enforceable against the Member;
  8. The Member's acceptance of these terms and conditions will not violate any law, rule, regulation, or any agreement binding the Member;
  9. The Member will observe all applicable laws and the provisions of these terms and conditions.
4. Except expressly provided in these Terms, Member(s) shall not:
  1. Download, store, reproduce, transmit, display, distribute or take screenshots of any part of the Portal or use the content of the Portal for a database of any kind;
  2. Make available or permit access to the Portal to any third party; Members may not sell, loan, lease or rent access to, or use of, the Membership Portal;
  3. Use or attempt to use any deep-link, scraper, robot, spider, data mining, computer code or any other device, tool or program to access, acquire or monitor any part of the Portal;
  4. Violate the security of the Portal or attempt to gain unauthorized access to the Portal;
  5. Upload any material to the Portal that infringes intellectual property rights of African Food Changemakers or a third party or any obligations of confidentiality according to these Terms;
  6. Provide on the Portal any information or use the Portal or parts thereof in any manner that infringes or violates the rights of African Food Changemakers Limited or any of its partners and sponsors;
  7. Use the Portal in any manner that is unlawful or harms African Food Changemakers or the Members of the Portal
  8. Use the Membership Portal or its content to construct a database of any kind. Members may not store content from the Membership Portal, in its entirety or in any part, in databases for access by Members or any third party or distribute any database services containing all or part of the Services. Members may not use the Portal in any way to modify or improve the quality of any data sold by them to any third party. Members will not use African Food Changemakers or its content in unsolicited mailing or spam material.
Limitation of Liability and Warranty
1. The liability of African Food Changemakers Limited under and in connection with these Terms and/or the Portal shall be limited to the extent possible by the governing law
2. African Food Changemakers does not represent or endorse the accuracy or reliability of Portal or the Members' contributions.
3. The Portal including but not limited to the content uploads connected therewith are provided on an "as is", "with all faults", and "as available" basis and the entire risk as to the satisfactory quality, performance, accuracy and efforts is with the Member. African Food Changemakers does not make any representations or warranties, express or implied, under these terms and conditions.
4. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, inaccuracy, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of the services of African Food Changemakers and the Membership Portal , whether for breach of contract, tortious behavior (including, without limitation, strict liability), negligence, or under any other cause of action, to the fullest extent permissible by law.
5. African Food Changemakers provides the information on the Portal, including but not limited to its information as a resource for its Members. As there may be errors and deficiencies in the information posted on the Portal, African Food Changemakers strongly suggests that the Member seek legal advice before any potential transaction. The Portal does not and in no way constitutes or implies the endorsement, recommendation, or appropriateness of any information posted by another Member or uploaded by a third-party website. The Member agrees to take any business decisions based upon its due diligence investigation and other personal criteria. The Member agrees that it uses the Portal at its own risk.
6. Members and users hereby agree not to take any action to hold African Food Changemakers, its affiliates, staff, management, directors, partners, or ambassadors accountable for any loss, damage, cost, or expense relating to adequacy, accuracy, or completeness/enterprise of information accessible through the Portal or the use of that information. Members acknowledge that African Food Changemakers is not liable for the defamatory, offensive or illegal conduct of other users, contributors or third parties over which it has no control.
7. Nothing in these terms shall exclude or in any way limit African Food Changemakers's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of applicable law.
Indemnification
1. The Member shall indemnify, defend and hold harmless, to the fullest extent permitted by law, against any cause of action, all liabilities, losses, costs or expenses with respect to any claim by third parties arising out of the Member’s failure to perform its obligations under these terms and conditions.
2. The Member also indemnifies and holds harmless African Food Changemakers against all damages, fines, and costs sustained or incurred by African Food Changemakers arising out of or related to any claim by a third-party alleging that any content or data violates the intellectual property or other right of any third-party, or causes harm to a third-party.
Intellectual Property Rights
1. The works of authorship contained on the Portal, including but not limited to all copyright, designs, trademarks, logos, data, text and images, whether registered or unregistered, are the intellectual property rights of African Food Changemakers, its affiliates or third parties who have supplied information to African Food Changemakers and are protected by the applicable laws, including but not limited to international intellectual property laws, treaties and conventions.
2. African Food Changemakers reserves the right to take legal action in respect of any infringement of these works of authorship or information contained on the Portal, including any legal action in respect of any reproduction, copying (other than in accordance with the Terms), distribution, framing, uploading to a third party, publication, adaptation, broadcasting, public performance or other communication to the public of the works of authorship or information contained on the Portal without the prior written consent of African Food Changemakers.
Viruses
1. African Food Changemakers assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, Members’ computer equipment or other property on account of the Member’s access to, use of, or browsing African Food Changemakers or downloading of any materials, data, text, images, video, or audio from the Portal.
Links
1. The African Food Changemakers Portal may contain links to other websites. These websites are not under the control of African Food Changemakers, and African Food Changemakers is not responsible for the contents thereof.
2. Membership on the Portal does not constitute a formal partnership with African Food Changemakers. Members may not include links on their website to the African Food Changemakers Portal without prior written approval from African Food Changemakers.
Survival
1. These Terms shall survive any termination of the Members' use of or contribution to the Membership Portal.
Severability
1. Where any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable. In that case, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
2. In the place of an invalid provision, a valid provision is presumed to be agreed upon by the parties, which comes economically closest to the one initially agreed upon.
Modification of Terms
1. African Food Changemakers may modify these Terms in its sole discretion from time to time, and such modifications shall automatically become part of these Terms and shall be effective once posted by Nourishing Africa on the Portal. Members’ participation in the use of the Portal will be subject to any such modifications.
2. All Members should review the Portal and these Terms from time to time for any modifications. Neither the course of conduct between parties nor trade practice shall act or be deemed to modify any provision of these Terms.
Privacy
1. In the course of their use of the Portal, Members will be asked to provide certain information to us, and we may collect certain information about Members. The use of information which Members provide or otherwise collected by African Food Changemakers through the Portal or other data collection tools such as surveys, chats, or feedback forms, is governed by the African Food Changemakers Privacy Policy. We urge Members to read the Privacy Policy.
2. African Food Changemakers reserves the right at all times to disclose any information as African Food Changemakers deems necessary to satisfy any applicable law, legal process or another governmental request, to operate the Membership Portal properly, or to protect the company and/or the Members.
Comments and Feedback
1. Questions or comments about the Portal should be directed to the team at African Food Changemakers, please email membership@nourishingafrica.com
General
1. Failure or neglect by African Food Changemakers to enforce any of the provisions of these Terms shall not be construed or deemed to be a waiver of African Food Changemakers's rights, nor shall this affect the validity of the whole or any part of these Terms, nor prejudice African Food Changemakers's rights to take subsequent action. All rights not expressly granted herein are hereby reserved.
Applicable Law and Jurisdiction
1. All disputes arising out of or in connection with these Terms shall be finally settled under the Rules of Arbitration of the Federal Republic of Nigeria. Notwithstanding the preceding, African Food Changemakers may seek recourse in any jurisdiction worldwide to restrain the unlawful use of any of the material contained on the Portal.