1. Introduction & Acceptance of Terms

Welcome to the website operated by AgriFriend Ltd. (“AgriFriend”, “we”, “our”, or “us”). These Terms and Conditions (“Terms”) govern your access to and use of our website located at www.agrifriend.io (“Website”), including any content, functionality, and services offered on or through it.

By accessing, browsing, or using this Website in any manner, you acknowledge that you have read, understood, and agreed to be bound by these Terms, together with our Privacy Policy and Cookies Policy, which are incorporated herein by reference. If you do not agree to these Terms, you must not use or access the Website.

These Terms apply to all visitors, users, and others who access or use the Website, regardless of their location or jurisdiction. Certain provisions herein may apply differently to residents of jurisdictions with specific consumer protection laws.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• “Website” refers to the online platform operated by AgriFriend Ltd. at www.agrifriend.io, including all content, functionalities, and services provided therein.
• “Services” means any informational materials, features, or solutions described on the Website, excluding any software or digital products sold under separate contractual terms.
• “User”, “you”, or “your” refers to any individual or entity that accesses, browses, or otherwise interacts with the Website.
• “Content” means all text, graphics, images, videos, data, information, and other material appearing on the Website.
• “Third Parties” refers to external service providers, platforms, or linked websites not owned or controlled by AgriFriend Ltd.
• “Applicable Laws” includes all national and international regulations, statutes, and data protection laws (e.g., GDPR, CCPA, COPPA, PIPEDA) relevant to the Website’s operation and your use of it.

3. Eligibility to Use the Website

3.1 Minimum Age Requirement – The Website is intended for individuals who are at least 18 years old or the age of majority in their jurisdiction (whichever is higher). If you are under this age, you may not use the Website without verified parental or guardian consent in compliance with applicable child data protection laws (e.g., COPPA for U.S. residents).

3.2 Compliance with Laws – You are solely responsible for ensuring that your use of the Website complies with all local, regional, and international laws that apply to you.

3.3 Use by Organizations – If you access the Website on behalf of a business or organization, you represent and warrant that you are authorized to bind such entity to these Terms, and “you” will refer to that entity.

3.4 Eligibility and Intended Use – The Website and the information provided on it are intended solely for organizations, companies, and other business entities, including NGOs and development agencies. By accessing or using the Website, you represent and warrant that you are engaging with the Website in a professional or business capacity and not as an individual consumer for personal purposes.

4. Modification of Terms

4.1 Right to Modify – AgriFriend reserves the right, at its sole discretion, to update, amend, or modify these Terms at any time without prior notice, to reflect changes in our business practices, technology, legal requirements, or for any other reason deemed necessary.

4.2 Notification of Changes – We will post any updated version of the Terms on this page with the “last updated” date. It is your responsibility to review these Terms periodically. Continued use of the Website after modifications are posted constitutes your acceptance of the revised Terms.

4.3 Material Changes – For significant changes affecting user rights or obligations, we may, at our discretion, provide additional notice through email or by prominent notice on the Website.

5. Description of Services

5.1 Informational Nature of Website – The Website is designed solely to showcase AgriFriend’s digital platform and provide general information regarding our solutions for food companies and NGOs. It is not an e-commerce platform, and no direct purchases, subscriptions, or software downloads occur through this Website.

5.2 Separate Agreements for Software – Any actual use or purchase of AgriFriend’s proprietary software, tools, or related services is governed by a separate written contract or license agreement, which will supersede these Terms with respect to those services.

5.3 No Guarantee of Accuracy – While we endeavor to ensure that the information on the Website is accurate and up to date, we do not warrant its completeness, reliability, or suitability for any purpose. The content provided is for informational purposes only and does not constitute professional advice.

6. No Guarantee of Availability

6.1 Availability Disclaimer – The Website is provided on an “as is” and “as available” basis. AgriFriend makes no representation, warranty, or guarantee regarding the uninterrupted or error-free availability of the Website or that it will meet your requirements.

6.2 Downtime and Maintenance – We reserve the right to suspend, withdraw, discontinue, or modify all or any part of the Website for business or operational reasons, including scheduled maintenance, updates, or unforeseen technical issues, without liability to you.

6.3 Access Restrictions – We may restrict access to parts or all of the Website to certain users, regions, or jurisdictions if necessary for compliance or operational purposes.

7. User Responsibilities & Conduct

7.1 Lawful Use Only – You agree to use the Website only for lawful purposes and in a manner that does not violate any Applicable Laws or the rights of others.

7.2 Prohibited Uses – You must not:

• Engage in any activity that disrupts or interferes with the functioning of the Website or servers;
• Attempt to gain unauthorized access to any systems, data, or accounts;
• Use automated tools (e.g., bots, crawlers) without our prior written consent;
• Upload, transmit, or distribute harmful code, viruses, or malicious software;
• Infringe upon intellectual property rights or misuse confidential information;
• Impersonate any person or entity or misrepresent your affiliation with AgriFriend.

7.3 User Warranties – By using the Website, you represent and warrant that:

• All information you provide to us is truthful, accurate, and up to date;
• You have the legal right and capacity to enter into these Terms;
• Your use of the Website will not violate any applicable laws or regulations.

7.4 Consequences of Breach – Violation of this section may result in immediate suspension or termination of your access to the Website and may expose you to civil and criminal liability.

8. Intellectual Property Rights

8.1 Ownership – All content, design, structure, graphics, logos, trademarks, trade names, software code, and other intellectual property appearing on or accessible through the Website (collectively, “Intellectual Property”) are owned or lawfully licensed by AgriFriend Ltd. and protected by international copyright, trademark, and other intellectual property laws.

8.2 Limited License to Users – Subject to compliance with these Terms, AgriFriend grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Website solely for personal, non-commercial, and informational purposes.

8.3 Restrictions – You must not:

• Reproduce, copy, modify, adapt, or create derivative works from Website content;
• Use our trademarks, logos, or branding without express written consent;
• Reverse-engineer, decompile, or disassemble any software or code on the Website;
• Use Website content for commercial purposes without prior authorization.

8.4 Protection of Rights – Any unauthorized use terminates the license granted herein and may result in legal action. AgriFriend reserves all rights not expressly granted under these Terms.

9. Third-Party Content & Links

9.1 External Links – The Website may contain links to third-party websites, applications, or resources that are not owned or controlled by AgriFriend. These links are provided for convenience only and do not imply endorsement.

9.2 Third-Party Responsibility – AgriFriend does not control and is not responsible for the content, privacy practices, or activities of any third-party websites. You access them at your own risk. AgriFriend shall not be liable for any acts, omissions, or breaches of security committed by third-party service providers, hosting providers, analytics vendors, or any entity beyond its direct control.

9.3 No Liability – AgriFriend disclaims any liability for damages, losses, or claims arising from your interaction with third-party sites, services, or content. You should review their terms and policies before using them.

10. User-Generated Content (If Any)

10.1 Submission of Content – By submitting content, you grant AgriFriend a worldwide, royalty-free, non-exclusive, transferable license to use, reproduce, modify, distribute, and display such content for the purposes of operating and improving our services. This license shall terminate when you remove or request deletion of your content, unless retention is required by law.

10.2 User Warranties on Content – You represent and warrant that:

• You own or have all rights necessary to grant the above license;
• Your content does not violate any laws, intellectual property rights, or privacy rights;
• Your content is not defamatory, obscene, offensive, or otherwise unlawful.

10.3 Right to Remove Content – AgriFriend reserves the right to remove, edit, or refuse to publish any user-generated content at its sole discretion without notice.

10.4 No Responsibility for User Content – AgriFriend assumes no responsibility for content posted by users or third parties and expressly disclaims any liability arising from it.

11. Data Protection & Privacy

11.1 Privacy Policy Reference – The collection, use, storage, and sharing of any personal data provided through the Website are governed by our Privacy Policy, which forms an integral part of these Terms.

11.2 Compliance with Laws – AgriFriend processes personal information in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), Children’s Online Privacy Protection Act (COPPA), and Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable.

11.3 User Consent – By using the Website, you consent to the processing of your personal data as described in the Privacy Policy. You are responsible for ensuring that any information you provide is accurate and up to date.

11.4 Data Security – While AgriFriend employs appropriate technical and organizational measures to safeguard personal information, we cannot guarantee absolute security of data transmitted over the internet.

12. Cookies & Tracking Technologies

12.1 Use of Cookies – Our Website uses cookies and similar technologies to enhance your experience, ensure secure functionality, and analyze how the Website is used. These include both strictly necessary cookies and, where applicable, performance, functional, and advertising cookies.

Non-essential cookies are only set with your consent, which you may provide or withdraw at any time via our on-site cookie consent tool.

To learn more or manage your preferences, please review our Cookies Policy.

12.2 Consent – By using the Website, you consent to our use of cookies as described in our Cookies Policy. Where required by law, you will be provided with an option to accept or reject non-essential cookies.

12.3 User Control – You may adjust your browser settings to refuse or delete cookies; however, some parts of the Website may not function properly without them.

13. No Warranties

13.1 Website Provided “As Is” – The Website, its content, and any related services are provided on an “as is” and “as available” basis without any warranties or guarantees of any kind, whether express, implied, statutory, or otherwise. Users expressly acknowledge that they use the Website at their own risk and that AgriFriend does not warrant that the Website will be compatible with all devices, networks, or software.

13.2 Disclaimer of Implied Warranties – To the fullest extent permitted by law, AgriFriend expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

13.3 No Guarantee of Content Accuracy – AgriFriend does not warrant that the information provided on the Website is accurate, complete, reliable, or error-free. Users rely on such information at their own risk.

13.4 No Responsibility for Third Parties – We do not guarantee and are not responsible for the availability, accuracy, or reliability of third-party services or content accessible via the Website.

14. Limitation of Liability

14.1 Exclusion of Damages – To the maximum extent permitted by law, AgriFriend, its affiliates, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, goodwill, or business opportunities, arising out of or related to your use of or inability to use the Website.

14.2 Limitation of Direct Damages – In jurisdictions where limitations of liability are not permitted, this clause shall not apply to damages arising from gross negligence, willful misconduct, death, or personal injury caused by our acts or omissions. In all other cases, AgriFriend’s liability shall be limited to the greater of USD $100 or the minimum amount required by applicable law.

14.3 User Responsibility – You acknowledge and agree that your sole remedy for any dissatisfaction with the Website is to discontinue use of the Website.

15. Indemnification

15.1 User’s Obligation to Indemnify – You agree to indemnify, defend, and hold harmless AgriFriend Ltd., its affiliates, officers, directors, employees, agents, licensors, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney’s fees) arising out of or relating to:

• Your violation of these Terms or any applicable law;
• Your misuse or unauthorized use of the Website;
• Your infringement or alleged infringement of any intellectual property or other rights of any third party;
• Any content you submit, post, or otherwise provide through the Website.

15.2 Defense and Settlement – AgriFriend reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with us in asserting any available defenses.

16. Disclaimers Regarding Software

16.1 Separate Agreements for Software – Any references to AgriFriend’s software, applications, or platform on this Website are provided for informational purposes only. Actual access to or use of AgriFriend’s proprietary software is governed by separate contractual agreements that must be executed between you (or your organization) and AgriFriend Ltd.

16.2 No Warranties on Third-Party Software – If the Website refers to or links to any third-party software, tools, or services, AgriFriend makes no representations or warranties regarding their functionality, reliability, or security. Your use of any third-party software is at your own risk and subject to the terms imposed by the respective providers.

16.3 Limitation on Claims – Any claims, issues, or disputes concerning software solutions offered by AgriFriend shall be exclusively governed by the separate software license or service agreement applicable to such products. 

16.4 The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, embargo, acts of civil or military authorities, fire, flood, accident, strike or shortage of transportation facilities, fuel, energy, labor, or materials, or interruption of telecommunications or Internet service.

17. No Professional Advice

17.1 Informational Purposes Only – The content and materials available on this Website are provided for general informational purposes and do not constitute professional, legal, financial, technical, or agricultural advice.

17.2 No Reliance – You should not rely on any information presented on the Website as a substitute for seeking professional advice suited to your particular circumstances. AgriFriend expressly disclaims any liability arising from reliance on the Website’s content.

17.3 Independent Verification – Users are responsible for verifying the accuracy, relevance, and suitability of any information provided on the Website before taking any action or making any decisions based on such information.

18. Global Use & Compliance

18.1 International Users – The Website is controlled and operated from Israel, but may be accessed from other jurisdictions. Users accessing the Website from outside Israel are responsible for compliance with their local laws and regulations.

18.2 Export Control Laws – Certain content, software, or technology referenced on this Website may be subject to export control laws and regulations. You agree to comply with all applicable export laws and not to transfer or export any such materials in violation of those laws.

18.3 Restricted Access – AgriFriend reserves the right to restrict or deny access to the Website to users located in jurisdictions where its use is unlawful or restricted.

19. Governing Law

19.1 Applicable Law – These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law provisions.

19.2 International Considerations – Notwithstanding the foregoing, AgriFriend may include additional jurisdiction-specific provisions as required by mandatory laws of the user’s country of residence.

19.3 Non-Exclusive Application – This choice of law does not affect any statutory consumer rights that cannot be waived under applicable local laws.

20. Jurisdiction & Dispute Resolution

20.1 Exclusive Jurisdiction – Any disputes arising out of or relating to these Terms, the Website, or its use shall be subject to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel, unless otherwise required by mandatory consumer protection laws.

20.2 Alternative Dispute Resolution – Before resorting to formal litigation, the parties agree to attempt to resolve disputes amicably through negotiation or, if necessary, through mediation or arbitration under the rules of an internationally recognized arbitration institution.

20.3 No Class Waiver - To the fullest extent permitted by applicable law, any dispute shall be resolved on an individual basis, and you agree that you will not participate in a class action, class arbitration, or representative action against AgriFriend Ltd.

Any claim must be brought within the time allowed under applicable law, except where a shorter period is permissible and agreed upon by the parties.

21. Force Majeure

21.1 Events Beyond Control – AgriFriend shall not be liable or responsible for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, strikes, labor disputes, epidemics, pandemics, power outages, internet or telecommunications failures, governmental actions, or any other force majeure event.

21.2 Suspension of Obligations – In the event of a force majeure occurrence, AgriFriend’s obligations under these Terms shall be suspended for the duration of such event, and we shall take reasonable steps to minimize disruption.

21.3 No Waiver of Rights – The occurrence of a force majeure event does not relieve you of your obligations under these Terms, except to the extent performance is rendered impossible.

22. Assignment

22.1 Right to Assign – AgriFriend Ltd. may assign, transfer, or delegate any of its rights and obligations under these Terms, in whole or in part, without prior notice to you and without your consent.

22.2 User Restrictions on Assignment – You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this clause shall be null and void.

22.3 Binding Effect – These Terms shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and legal representatives.

23. Severability

23.1 Invalidity of Provisions – If any provision of these Terms is found to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, it shall be severed from the remainder of these Terms.

23.2 Remaining Terms – The invalidity or unenforceability of any provision shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.

24. Entire Agreement

24.1 Integration Clause – These Terms, together with our Privacy Policy and Cookies Policy, constitute the entire agreement between you and AgriFriend regarding your use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

24.2 No Reliance on Outside Statements – You acknowledge that you have not relied upon any statements, representations, or promises not expressly contained in these Terms.

25. Waiver

25.1 No Implied Waiver – Failure by AgriFriend to enforce any provision of these Terms or to exercise any rights shall not constitute a waiver of such rights or prevent enforcement of that provision in the future.

25.2 Written Waiver Only – Any waiver must be expressly stated in writing and signed by an authorized representative of AgriFriend to be effective.

26. Notices

26.1 How We Communicate – AgriFriend may provide notices or communications to you regarding these Terms or your use of the Website by:

• Posting on the Website;
• Sending an email to the address you have provided (if any);
• Any other reasonable means permitted by law.

26.2 Your Communication with Us – All legal notices, inquiries, or claims regarding these Terms must be sent to:
AgriFriend Ltd.

Email: office@agrifrn.com

26.3 Effectiveness of Notice – Notices shall be deemed received when delivered (if by hand), when receipt is electronically confirmed (if by email), or five (5) business days after being sent by registered mail.

27. Contact Information

For questions, concerns, or requests regarding these Terms, please contact us at:

AgriFriend Ltd.

Email: office@agrifrn.com

We will make reasonable efforts to respond to all inquiries in a timely manner.

28. Effective Date

These Terms and Conditions are effective as of 26^th July 2025 and shall remain in effect until modified or replaced by a subsequent version. AgriFriend reserves the right to update these Terms periodically, and the most current version will always be posted on the Website.

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