Terms of use

The following Terms of Use (the “Terms”) constitute an agreement between you, as a User of the Platform (as defined below), and Trading with Africa, Inc. (“TWA”), a Delaware corporation, that governs your use of any and all of TWA’s software, website, mobile site, web application, mobile application, and any features, products, services or content related thereto (the “Platform”).

Compliance with these Terms is a condition to any and all access to or use of the Platform by any person accessing or using the Platform in any manner (the “User”), including you. By accessing or using the Platform in any manner, you accept and agree to be bound by these Terms. The Platform is not targeted to, and should not be used by, persons under the age of 18.

BY ACCESSING THE PLATFORM, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND/OR ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, you are not barred from accessing the Platform under the laws of any applicable jurisdiction, and you are not located in or are a citizen or subject of any territory or country in which the European Union’s General Data Protection Regulation 2016/679 (“GDPR”) or any substantially similar laws or regulations apply.

If you are using the Platform on behalf of a company, entity, or organization (each an “Entity User”), then you represent and warrant that you: (i) are an authorized representative of such Entity User with the authority to bind such entity to the Terms and (ii) agree to be bound by the Terms individually and on behalf of such Entity User. You further represent and warrant that the Entity User is not a competitor of TWA, nor are you or such Entity User using the Platform for or on behalf of a competitor of TWA.

Please review the Terms carefully, and please feel free to contact us if you have any questions about either the Terms or your use of the Platform. You agree that it is solely your responsibility to periodically review these Terms. TWA may update these Terms in its sole and absolute discretion from time-to-time, and, unless stated otherwise by TWA in writing, such updates shall come into effect once made available on the Platform or otherwise made known to Users. By using the Platform, you accept and agree to such version of these Terms as are in effect at the time of your use of the Platform. If you do not agree to these Terms or any revised version thereof, or if you are a citizen or subject of any territory or country in which the GDPR or any substantially similar laws or regulations apply, you are prohibited from accessing, and must immediately discontinue your access of, the Platform.

THE SECTION BELOW ENTITLED “DISPUTES” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS PLEASE READ THEM.

#1 INTRODUCTION

TWA agrees to grant you access to the Platform subject to the Terms. You warrant that you have read and understood these Terms and our Privacy Policy, which you can find at www.tradingwithafrica.com/privacy-policy (the “Privacy Policy”). Any breach of these Terms or our Privacy Policy will result in the termination of your ability to use the Platform and the deletion of your account. Breaches may also lead to legal action. OUR LIABILITY IS SUBJECT TO LIMITATIONS AND EXCLUSIONS AS SET OUT IN THESE TERMS. PLEASE REVIEW THESE SECTIONS CAREFULLY. THEY LIMIT YOUR LEGAL RIGHTS.

#2 ACCEPTABLE USE & RESPONSIBILITIES

The Platform is designed to provide buyers and sellers with the tools with which to transact with each other. You may create a profile and use the Platform by posting products that you wish to sell and selling such products or purchasing such products that you wish to purchase. TWA is not a party to, does not participate in, has no control over, and at no point owns, licenses or possesses any of the products that are a part of, such transactions. As such, TWA offers no warranty as to and shall not be responsible or liable for any issues relating to (1) the accuracy or honesty of postings or product listings or (2) the availability, quality, safety, legality or delivery of any products sold through the Website.

TWA neither requires nor guarantees either that its users will sell any product that they post on the Platform, or that its users will buy any product that is posted on the Platform. TWA does not guarantee that either sellers or buyers will complete, perform their obligations under (including payment) or adhere to the terms of, transactions that have taken place through the Platform, including transactions to which they have agreed. TWA does not guarantee, is not responsible for, and shall not be liable for, payment by buyers to sellers on the Platform. TWA is not responsible and shall not be liable for the cancellation or modification of orders by either sellers or buyers, even if such cancellations or modifications have not been agreed to by one or both parties to a transaction.

While TWA screens the users of its Platform as a courtesy to its users, it does not verify or guarantee the identity of or the accuracy of information about or submitted by any of the users of its Platform.

#3 PAYMENTS

TWA may charge Users for their use of the Platform. TWA may, at its sole discretion and without notice, change the fees on the Platform at any time for any reason. You hereby agree to pay to TWA such fees as it may charge for your use of the Platform.

#4 POSTINGS

As a Seller, you agree that, by creating a posting, you or the entity that you represent have legal right and title to the products that you make available through the Platform. You also agree that such products are available for purchase, and that your description of such products is accurate, honest and truthful.

You further agree that the information that you post shall not:

Violate any applicable law or regulation or directly or indirectly cause TWA to violate any applicable law or regulation
Violate TWA’s Terms of Use
Include sale of illegal or stolen items or items that infringe on another party’s rights, including intellectual property rights
Be fraudulent, false, inaccurate or deceptive
Threaten, harass, intimidate, impersonate, defame, libel, misrepresent or claim a false affiliate with, any person or entity

As a seller, you agree that you shall adhere to agreements made with buyers to deliver such products according to such specifications in such amounts at such time and at such place as you and the buyer have agreed.

As a buyer, you agree that you shall deliver payment for those items that you have purchased from a seller in such amount by such date and according to such terms as you and the seller have agreed.

#5 USER ACCOUNTS

In consideration of your ability to use the Platform, you agree to the following:

Accounts. You are required to have a username (email address) and password to create a user account on the Platform (a “User Account”).

Account Login and Registration. With respect to your User Account, you represent and agree that you shall:

Provide accurate, current and complete information about yourself on the registration forms on the Platform or as provided by TWA;
Maintain the security of your password and identification;
Maintain and promptly update the registration data, and any other information that you provide to TWA, to keep it accurate, current and complete;
You hereby agree that you are solely responsible for the use and security of your usernames and/or passwords;
Take full responsibility and assume all liability for the security of, and all use of and information in, your account, for the confidentiality thereof, and for any actions that take place using your account, whether or not initiated or authorized by you; and
Promptly notify TWA of any compromise or unauthorized use or access to your username, password or User Account or any other breach of these terms or security related to your use of the Platform.

Updates. You agree that you shall keep TWA informed of any change to your e-mail address or telephone number. We require this information to maintain communications with you and so that you can receive any disclosures from TWA in a timely fashion.

#6 CONTENT

You may submit content, including, without limitation, illustrations, comments, reviews, videos, ratings, location information, links, data, text, photographs, graphics, vectors, suggestions, emails, messages, communications, ideas and interactive features (“Content”), to or through the Platform in connection with your use thereof.

Any and all Content that you post or transmit through the Platform (the “Content”) is your sole responsibility. TWA will not be liable for anything contained in your Content, including, but not limited to, errors and/or omissions therein. TWA cannot, does not, and shall not guarantee or attest to the authenticity or accuracy of the identity of, or Content submitted by, any of the Users on the Platform, including those Users with whom you may interact in the course of your use of the Platform. The Content, your identity and your role as author of the Content, may be publicly displayed, and you hereby agree to allow TWA to publicly display the Content in its sole and absolute discretion.

By submitting the Content, you hereby grant TWA an irrevocable, perpetual, non-exclusive, royalty-free, and fully-sublicensable right to use, publish, modify, reproduce, adapt, translate, create derivative works from, display, distribute and otherwise exploit the Content anywhere around the world in any form and through any media. You further waive any rights to privacy or publicity or any other rights in an individual’s name or likeness, as well as moral or other rights, that you may have or have had in the Content.

You hereby warrant and represent that:

All Content and information that you provide to or through the Platform is and shall be accurate, complete and truthful;
You own or control all rights to all Content that you submit to or through the Platform, or said Content is in the public domain or is directly licensed by you;
You have full authority from the owners of any submitted Content to use such Content as contemplated by these Terms;
You have authority to use the name and likeness of each identifiable individual person, property, building or other item associated with the Content;
You are authorized to grant any and all of the aforementioned rights to the Content to TWA and/or to other users of the Platform; and
Submission, or use or exploitation by TWA, Users, partners or licensees, of the Content does not and shall not cause injury to or infringe upon or violate the rights of any third party, including, without limitation, any confidentiality, non-disclosure, non-competition, privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

TWA does not endorse and has no control over any submission of Content or data associated therewith. All Content accessed by you while you use the Platform is accessed at your own risk. You are solely responsible for any damage or loss to yourself, or to any party, resulting therefrom. TWA takes no responsibility and assumes no liability for any Content submitted by you, any other User or any third party. TWA may, in its sole discretion, monitor, review, delete or modify Content, irrespective of whether the Content violates these Terms.

#7 PROHIBITED USER CONDUCT

You hereby warrant and agree that, while using the Platform and/or the features, products or services offered on or through the Platform, you shall not (and shall not allow any third party to) take any of the following actions:

Impersonate any person or entity, whether actual or fictitious, misrepresent affiliation with any person or entity, or use a false email address;
Submit any Content or information that is illegal, improper, inaccurate, incorrect, incomplete, inexact, outdated, or otherwise wrong, that promotes illegal activity or harm to individuals or groups, that contains false, misleading or injurious statements toward third parties, that constitutes political campaigning or commercial solicitation;
Submit any Content that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or racially, ethnically, or otherwise objectionable, or which may solicit information from any person under the age of 18;
Insert your own or a third party’s advertising, branding or other promotional content onto the Platform, nor shall you use, redistribute, republish or exploit such content for any further commercial or promotional purposes without TWA’s permission;
Submit any reviews, ratings or comments for which you are compensated in any manner;
Attempt to gain unauthorized access to other computer systems through the Platform;
Deep-link, spider, “scrape,” “database scrape,” “robot”, harvest of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of accessing, copying, obtaining lists of property, Users or other information from or through the Platform;
Obtain or attempt to obtain unauthorized access to computer systems, Content or information through any means;
Take any action that would create an unreasonably large burden on the Platform, the reasonableness of which TWA shall, in its sole discretion, determine;
Use the Platform or any feature, product or service made available on or through the Platform in any manner that may interfere with, attempt to interfere with, interrupt, damage, disable, overburden, or impair the Platform or such feature, product or service, including, but not limited to, sending mass unsolicited messages, any form or spam, chain letters, or “flooding” servers with requests;
Use the Platform for any commercial purpose whatsoever other than for your personal use, including (without limitation) offering or selling any products or services of any kind;
Submit any virus or computer software to or through the Platform;
Use the Platform in violation of TWA’s or any third party’s intellectual property or other proprietary or legal rights;
Use the Platform in violation of any applicable law or purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions); or
Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and/or enjoyment of the Platform, nor shall you obtain, use or access, or attempt to obtain, use or access, any Content or information through any means not intentionally made publicly available or provided for through the Platform.

You further agree that you shall not attempt (or allow, encourage or support anyone else’s attempt) to take any of the following actions:

Engage in any of the foregoing prohibited activities, or circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with, the Platform, or seek to obtain source code or non-public APIs of the Platform;
Use the Platform or any product, service, feature or aspect thereof to incorporate the Platform, or any feature, service or aspect thereof or any Content, into any other platform, product, service or feature; or
Modify the Platform or any features, services or aspects thereof or create any derivative product therefrom.

#8 LICENSE & USE

You are also granted a limited, non-transferable, non-exclusive, and revocable license to use the Platform (and any Content thereon) solely for non-commercial, personal use and solely in accordance with these Terms, and any use of the Platform not in accordance with these Terms shall constitute a material breach of these Terms. Except as expressly set forth herein, these Terms grant you no rights in or to the code, Content or intellectual property of TWA or to any other affiliated party. TWA may revoke or suspend your license(s) (and prevent future use of the Platform) in its absolute discretion for any reason at all, including, but not limited to, breach of these Terms by you. TWA may ordinarily advise you of any suspension or revocation; however, it is under no obligation to do so. You hereby agree that you shall only access and use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in any way that is deemed unreasonable by TWA, in its sole discretion. You promise not to use the Platform for any purpose prohibited by these Terms. TWA may limit or restrict access to the Platform from time-to-time as it sees fit, including, but not limited to:

Location. TWA may restrict access to the Platform for any person from or in any location in its absolute discretion.
Verifications. TWA may limit your access to the Platform where it cannot, in its absolute discretion, verify any of the information provided to it you.

#9 INTELLECTUAL PROPERTY

The Platform, including features, services, products and elements thereof, use and incorporate code, software, content and other Intellectual Property (as hereinafter defined) that TWA has appropriate authority to use, and you hereby agree that the same is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. “Intellectual Property” means any and all copyright, patents, inventions, code, software, content, text, images, video, programs, applications, features, formulas, calculations, spreadsheets, databases, algorithms, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property. TWA retains all right, title and license to the Intellectual Property, and TWA may, in its sole discretion, modify the Intellectual Property at any time. You hereby warrant that neither you nor any entity with which you may be affiliated shall infringe on any Intellectual Property or other third-party rights through your or such entity’s use of the Platform (U.S. Copyright Act of 1976, Title 17 U.S.C).

You hereby agree and accept that the Platform (including, but not limited to, any source code, software, content, ideas, enhancements, feature requests, suggestions or other information provided by you or by any other party with respect to the Platform) is the Intellectual Property of TWA, and you further warrant that, by using the Platform, you will not:

Copy the Platform or any features, services and/or products associated therewith for your own commercial purposes or for the commercial purposes of any entity with which you are associated or in which you have an ownership interest; and
Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture or algorithms contained in the Platform or any documentation associated therewith.

Trademarks. TWA has moral & registered rights in its trademarks and you shall not copy, alter, use, claim any right to or otherwise deal in the marks without the prior written consent of TWA. No license, right, or interest in any trademarks of TWA or any third party is granted under these Terms.

Copyright Complaint. If you believe that any material on the Site infringes upon any copyright that you own or control, you may send a written notification of such infringement, including the copyrighted work that you believe is being infringed, the element that you believe is infringing on your work, and a means of contacting you (either by phone, email or physical mail) to our Designated Agent as set forth below:

Trading with Africa, Inc.
548 Market St., #30380
San Francisco, CA 94104

#10 U.S. GOVERNMENT END USERS

The Platform constitutes a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Platform with only those rights set forth therein.

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#11 EXPORT CONTROL

You may not use, export, or re-export the Platform or aspects thereof (or any copy or adaptation of the foregoing) in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.

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#12 DATA CHARGES & DEVICE COMPATIBILITY

Your use of the Platform through your mobile device or computer requires cellular or Internet access. You are solely responsible for any and all data or text message charges from any mobile carrier or Internet service provider in connection with your use of the Platform, including any notifications that may be sent from or through the Platform. TWA does not guarantee that the Platform may be used on or is compatible with every mobile device, computer or Internet browser or will be supported by every mobile carrier.

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#13 PRIVACY POLICY

Our use of any information that you provide via the Platform, and your rights with respect thereto, shall be governed by our Privacy Policy, which can be found at www.tradingwithafrica.com/privacy-policy and which is incorporated herein by reference.

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#14 CONSENT TO COMMUNICATIONS AND ELECTRONIC TRANSACTIONS & DISCLOSURES

You hereby consent to receive calls and messages, including auto-dialed and pre-recorded messages, calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf.

You further consent to transact business online and electronically.

#15 FEES

You hereby agree to pay any and all fees set by TWA with respect to your use of the Platform or the use of the Platform by any entity with which you are associated as and when such fees come due. TWA may introduce new products, features or services and/or fees by giving you written notice of such products’, features’ or services’ availability and applicability. TWA reserves the right to change the fees at any time in its sole and absolute discretion.

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#16 INDEMNITY

You hereby agree to indemnify, hold harmless and defend TWA and its affiliates, subsidiaries, shareholders, directors, officers, managers, employees from and against any and all claims and for any loss, damage, cost or expense that TWA may suffer or incur as a result of or in connection with your access to, use of, or conduct in connection with, the Platform, including your submission of Content thereon and any breach by you of these Terms. Your indemnification of TWA will survive the termination of these Terms and any use of the Platform.

User Interactions. You hereby release TWA from any and all liability relating to any connections and relationships with other Users. TWA makes no representations or warranties as to the conduct of Users or the veracity of any information that Users provide. In no event shall TWA be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of your use of the Platform, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with Users whom you meet or with whom you interact as a result of any User’s, including your, use of the Platform. Users are encouraged to take all precautions and exercise the utmost personal care in any interactions with any individual with whom they come into contact through the Platform.

Confidentiality. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): TWA makes no guaranty of confidentiality or privacy of any communication or information transmitted through the Platform or any website linked to the Platform. TWA will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on TWA’s equipment or servers used by TWA, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform

#17 THIRD PARTY WEBSITES, APPLICATIONS & RESOURCES

Where the Platform contains hyperlinks to other websites, applications and resources provided by third parties, these hyperlinks are provided to you for informational purposes only, without any endorsement or warranty whatsoever from TWA. You enter those websites, applications and resources solely at your own risk and you hereby acknowledge that TWA has no control over, accepts no responsibility whatsoever for, and shall not be liable for anything contained in those websites, applications or resources. If you access the Platform using a device powered by Apple Inc., Google, Inc., Microsoft Corporation or any other entity, your use of such devices is subject to such entities’ terms of service

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#18 DISCLAIMERS

You acknowledge and agree that:

You use the Platform at your own risk.
The Platform (including all content, products, services, features and functions associated therewith) is provided “as is,” without warranty of any kind, either express or implied, including any warranty for information, data, data processing or uninterrupted access, warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and warranties of title, non-infringement, merchantability or fitness for a particular purpose.
TWA expressly disclaims any and all representations, warranties or indemnities, express or implied, including, but not limited to, any warranty of merchantability, title, fitness for a particular purpose, non-infringement, or any warranty arising from a course of dealing, course of performance, or trade usage.
TWA does not warrant that the Platform (or the products, features, functions, content or services made available thereby) will be timely, secure, uninterrupted or error free, that defects will be corrected.
TWA makes no warranty that the Platform will meet your desires, expectations or requirements. No advice, results or information, or content, whether oral or written, obtained through the Platform shall create any warranty not expressly made herein. If you are dissatisfied with the Platform, your sole remedy is to discontinue using the Platform.
TWA is not responsible for the conduct or activities of any User and shall not be responsible or liable for the same under any circumstances.
Any material that you download or otherwise obtain through your use of the Platform shall be downloaded or otherwise obtained at your sole discretion and risk, and you will be solely responsible for any damage that results from the download, obtainment or acquisition of any such material.
TWA does not endorse, warrant or guarantee any products, features, functions or services offered or provided by, or on behalf of, third parties on or through the Platform.
TWA is not responsible or liable for any interruptions, delays, errors or failures to execute requests or offers on the Platform, including, but not limited to, errors or failures caused by: (1) loss of connection to the internet or to the online software by any party, or (2) a breakdown or failure of the Platform or any products, features, services or content associated therewith.
TWA is not a party to, and does not monitor, any transaction between Users and third parties.
TWA may, in its sole discretion, limit, suspend or terminate access to the Platform or any feature, service or aspect thereof, to any person, entity or geographic area.

Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms. The disclaimers in this Section shall apply to the maximum extent permitted by applicable law.

#19 LIMITATION OF LIABILITY

In no event shall TWA or any of its owners, members, managers, directors, employees, contractors, suppliers, distributors, vendors, contractors, institutions, content or service providers be liable for any losses, claims, injuries, damages, including indirect, special, incidental, consequential, speculative, exemplary or punitive damages of any kind arising from or directly or indirectly related to the use of, or the inability to use or failure or delay of, the Platform (or the information, content, functions or services related thereto), including loss of revenue, or anticipated profits, or lost or corrupted data, or lost business or sales, or cost of substitute Platform, whether based in contract, tort or otherwise, even if TWA or such person has been advised of the possibility of such damages.

TWA IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS OF ANY THIRD PARTY THAT REFERS YOU TO THE PLATFORM OR FOR THE ACTIONS OF ANY THIRD PARTY TO WHICH THE PLATFORM LINKS, NOR IS ANY THIRD PARTY THAT REFERS YOU TO THE PLATFORM OR TO WHICH THE PLATFORM REFERS YOU RESPONSIBLE OR LIABLE TO YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM. TWA IS NEITHER AN AGENT NOR AN AFFILATE OF ANY ENTITY THAT IS LISTED ON THE PLATFORM OR WHERE A USER MAY USE THE PLATFORM.

IF LIABILITY ON THE PART OF TWA IS FOUND FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE PLATFORM UNDER ANY LEGAL THEORY OR IF THE DISCLAIMER OF DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, YOU HEREBY EXPRESSLY AGREE THAT TWA’S LIABILITY TO YOU (FOR ANY CAUSE OF ACTION AND IRRESPECTIVE OF THE FORM OF ACTION) SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO TWA UNDER THESE TERMS DURING THE ONE (1) MONTH PRECEDING THE CLAIM.

You hereby accept and agree that the disclaimers and limitations in this section and the previous section are essential elements of the Terms, and they represent a reasonable arrangement between you and TWA. You specifically understand, accept and agree that these Terms are necessary and required in order for TWA to make the Platform available to you.

#20 DISPUTES

If and when a dispute, controversy, claim or cause of action arises between TWA and a User (a “Dispute”), you agree that the following process shall apply:

Negotiation. If there is a dispute between the parties relating to or arising out of these Terms, then, within 10 business days of a party notifying the other party of a dispute, senior representatives from each party shall meet (or discuss directly via the telephone or internet) and use all reasonable endeavors acting in good faith to resolve the dispute by joint discussions;

Arbitration Proceedings. In the event of a dispute arising under or relating to these Terms and all attempts to negotiate have been exhausted, either party may only elect to finally and exclusively resolve the dispute by binding arbitration subject to the arbitration provisions set forth in the New York Civil Practice Law and Rules, Article 75, Section 7501 through 7514 and pursuant to New York Law.

Any election to arbitrate, at any time, shall be final and binding on the other party. A party may not commence Arbitration in relation to a dispute relating to or arising out of these Terms unless and until it has exhausted its obligation to negotiate, unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages are inadequate to compensate. All disputes will be resolved before a neutral arbitrator, whose decision will be final.

Any arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of arbitration.

Parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, including but not limited to JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, except as prohibited by law. Each party shall separately pay for such party’s attorneys’ fees and costs.

Exception for Equitable Relief. Either you or TWA may seek equitable relief in the state or federal courts of New York, NY to prevent imminent damage or to maintain the status quo, pending the outcome of arbitration proceedings. No request for equitable relief shall be deemed a waiver of this Section or any provision hereof.

Exception for Intellectual Property Claims. These Terms shall not apply to any controversy, claim or cause of action arising from a violation or infringement of TWA’s Intellectual Property, including its patents, copyrights or trademarks.

Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between TWA and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons; (iv) the arbitration, including its existence, subject matter, content and results, shall be kept confidential by you and by TWA, except as may be required by law; and (v) all claims of privilege and privacy recognized by law shall be honored.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST TWA ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

#21 WAIVER OF JURY TRIAL.

TO FACILITATE JUDICIAL RESOLUTION AND TO SAVE TIME AND EXPENSE, YOU IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO DEMAND A TRIAL BY JURY IN ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY MATTER RELATING TO YOUR USE THEREOF OR YOUR ENGAGEMENT WITH TWA.

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#22 TERMINATION

By You. You may cancel your account at any time and for any reason. WHEN YOU TERMINATE YOUR ACCOUNT, YOU WILL NOT RECEIVE ANY REFUND OF ANY FEES CHARGED TO YOUR ACCOUNT PRIOR TO RECEIPT OF YOUR CANCELLATION BY TWA. IF YOU HAVE AN ACCOUNT, UNLESS OTHERWISE SET FORTH IN YOUR SPECIFIC PLAN DETAILS, YOUR ACCOUNT WILL REMAIN ACTIVE UNTIL THE END OF YOUR CURRENT SUBSCRIPTION TERM. SUBSCRIPTION FEES WILL NOT BE PRORATED OR REFUNDED FOR PARTIAL-MONTH USAGE.

By TWA. TWA may suspend, terminate, or disable access to your account at any time for any actual or suspected breach (which TWA shall determine in its sole discretion) of any provision of the Terms. TWA may further, in its sole discretion and for any reason or no reason whatsoever, discontinue your use of the Platform, the Platform itself, and any related products, services or features, including support (or any part thereof), at any time, with or without notice or explanation. You agree that TWA shall not be liable to you or to any third-party for any such termination or for any effects thereof. Without limiting the generality of the foregoing, TWA may terminate your access to the Platform in cases of actual or suspected fraud, or in the event of your violation(s) of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that TWA may have at law or in equity. Upon termination, you will no longer have access to the Platform or any benefits, features, products or services related thereto.

Loss of Content Upon Termination. Regardless of how terminated, in the event that your account is terminated, any Content submitted by you may be deleted. You agree that TWA shall have no liability whatsoever for the loss of such Content

#23 GOVERNING LAW AND JURISDICTION

These Terms, as well as the respective rights and obligations hereunder, shall be made under, governed by and construed and enforced in accordance with, the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Platform by any User may be subject to other local, state, national, and international laws. You hereby expressly:

Agree that exclusive jurisdiction for resolving any claim or dispute with TWA relating in any way to use of the Platform resides in the state and federal courts of the State of New York;
Agree and consent to the exercise of personal jurisdiction in the state and federal courts of the State of New York;
Waive any right to a jury trial in any legal proceeding against TWA; and
Agree that any claim or cause of action with respect to use of the Platform must be commenced within one (1) year after the claim arises.

If you are accepting these Terms of Service on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. In such event, these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

#24 ASSIGNMENT

You may not assign, delegate or transfer any rights or obligations hereunder, but TWA may assign, delegate or transfer its rights or obligations hereunder.

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#25 WAIVER

No part of these Terms will be deemed waived and no breach excused unless such waiver or consent is provided by TWA in writing. Any waiver of any part of these Terms shall not be deemed a waiver of any other part of these Terms.

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#26 SEVERABILITY

The invalidity or unenforceability of any provision of these Terms shall in no way affect the validity or enforceability of any other provision hereof.

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#27 CONTACT

To contact TWA with any questions or concerns in connection with these Terms or the Platform, or to provide us with any notice under these Terms, please write to us at info@tradingwithafrica.com.

This document was last updated on December 25, 2020.

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