Terms and Conditions
Last Updated: September 30th, 2026
These Terms and Conditions ("Terms") govern access to and use of the AgroDesk platform, including its associated websites, mobile applications, dashboards and related services (the "Platform"), operated by Atlantus Digital Assets ("ADA"), a sales and asset-tokenization division of MOBI AUTOMATION – FZCO, a limited liability company incorporated pursuant to Law No. 16 of 2021 issued by H.H. the Ruler of Dubai and the implementing regulations issued thereunder by the Dubai Integrated Economic Zones Authority (DIEZA) ("MOBI Automation", and together with ADA, its representatives, assigns, successors-in-title and affiliate companies, "ADA", "we", "us" or "our").
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY CLICKING "I AGREE", CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE PLATFORM IN ANY WAY, YOU (“FARMER”, "USER", "YOU" OR "YOUR") CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.
1:
INTRODUCTION AND SCOPE
1.1
The Platform allows a Farmer who owns qualifying farmland ('Farmland') to apply for, and be granted, a continuing Tokenization Right in favour of ADA, being the right for ADA to tokenize the Farmland at a future date. Tokenization, when it takes place, involves recording the Farmland on the blockchain and listing it on Atlantus Tokenized Lands, together with the creation of associated Harvest Bonds through which Investors may acquire Harvest Rights, in each case as further described in these Terms.
1.2
These Terms apply to every person who accesses or uses the Platform in any capacity, including a Farmer who applies for a Tokenization Right over Farmland, a New Owner, Leaseholder or Investor who is onboarded onto the Platform and acquires a Harvest Right or Harvest Bond, and any other visitor or registered account holder (each a 'User').
1.3
Where a User enters into a specific transaction on the Platform, that transaction shall additionally be governed by the applicable Farm Tokenization Program Terms, Farm Tokenization and Harvest Right Covenant Agreement, Harvest Right Grant Agreement, or other transaction-specific document issued through the Platform (each a 'Transaction Document'). In the event of a conflict between these Terms and a Transaction Document, the Transaction Document shall govern in respect of the specific transaction it covers, and these Terms shall govern all other aspects of Platform use.
1.4
These Terms do not themselves constitute a Transaction Document and do not, by themselves, effect any tokenization, sale, lease, or grant of a Harvest Right. They govern the terms of access to and use of the Platform generally.
2:
2.1
In these Terms, the following expressions shall have the meanings set out below, unless the context otherwise requires:
“AgroDesk” or “Platform” means the web3-based digital platform operated by ADA through which Farmland, ownership records, cultivation and production data, Harvest Rights, Harvest Bonds and related agricultural digital assets are recorded, verified, preserved and maintained.
“Farmer” means the registered User who owns, or is responsible for the cultivation, grazing management and production activities on, Farmland listed or tokenized on the Platform.
“Farmland” means the land, together with associated agricultural production assets, described and onboarded by a Farmer for tokenization on the Platform, to be used solely for agricultural production and/or grazing.
“Investor” or “New Owner or Leaseholder” means a User who purchases, leases or otherwise acquires an interest in tokenized Farmland, or who acquires a Harvest Right or Harvest Bond, through the Platform.
“Tokenization Right” means the continuing right granted by a Farmer to ADA, upon the terms of these Terms, to tokenize the Farmer's Farmland at a future date. The grant of a Tokenization Right does not itself tokenize the Farmland and does not transfer or otherwise affect legal or beneficial ownership, possession or control of the Farmland.
“Tokenization” means the actual act, undertaken by ADA pursuant to a Tokenization Right, of recording the Farmland on the blockchain and listing it on Atlantus Tokenized Lands, together with the verification, preservation and ongoing maintenance of information concerning the Farmland on-chain, including ownership records, location, size, boundaries, agricultural use, cultivation activities, production history and harvest data.
“Atlantus Tokenized Lands” means the registry and listing of tokenized Farmland maintained by ADA on the Platform, on which a Farmland's on-chain record becomes recorded and listed once Tokenization has actually taken place.
“Tokenization Fee” means the fee payable by a Farmer to ADA in consideration for the grant of the Tokenization Right and ADA's related marketing, structuring and administration services.
“Harvest Right” means the contractual economic right entitling ADA and/or the relevant Investor to receive an agreed percentage of the proceeds, revenue or other economic benefit generated from the harvest of tokenized Farmland.
“Harvest Bond” means the digital instrument issued on the Platform that represents a Harvest Right and its associated payment terms.
“Bond Value” means the appraised value assigned to a Harvest Bond, calculated by reference to the applicable Harvest Right percentage per tokenized acre of Farmland.
“Bond Balance” means the portion of the Bond Value payable upon verification of the first harvest of the relevant Farmland.
“Structured Payments” means the recurring quarterly payments made by ADA to the Farmer and/or Investor following the creation of a Harvest Bond.
“Deal Tenure” means the period during which a Harvest Right persists in respect of tokenized Farmland.
“Cultivation Period” means the initial five (5)-year period following the creation of a Harvest Bond, during which Structured Payments are made and cultivation of the Farmland is supported.
“Operating Term” means the period during which the Farmer continues to farm, cultivate and operate the Farmland following Completion, as agreed in the applicable Transaction Document.
“Land Use Restriction” means the restriction, preventing tokenized Farmland from being converted to a materially different use.
“Completion” means the completion of a sale or lease of tokenized Farmland to a New Owner or Leaseholder.
“Account” means a registered User profile on the Platform.
3:
3.1
To access or use the Platform, you must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts under applicable law.
3.2
Access to the Platform is subject to onboarding through an authorised ADA Agent. The Agent shall obtain the User’s email address and submit it to ADA for onboarding. ADA shall send a unique onboarding code to the email address provided by the User. The User must enter the onboarding code on the Platform to verify the User’s email address and complete the onboarding process. No User shall be permitted to complete registration or access the Platform without a valid onboarding code issued by ADA following a referral by an authorised ADA Agent.
3.3
You must provide accurate, current and complete information during registration and Farmland or transaction onboarding, and must promptly update such information if it changes.
3.4
You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify ADA immediately of any unauthorised use of your Account.
3.5
ADA may require completion of identity verification, know-your-customer (KYC), anti-money-laundering (AML) or other compliance checks before permitting a User to list Farmland, acquire a Harvest Right or Harvest Bond, or receive Structured Payments, and may suspend or decline access pending satisfactory completion of such checks.
3.6
ADA reserves the right to refuse registration, suspend or terminate an Account, or decline to process a transaction, where it reasonably believes doing so is necessary for legal, regulatory, security or risk-management reasons.
4:
4.1
The Platform allows a Farmer to onboard its Farmland onto AgroDesk by submitting the Farmland for ownership verification, upon which the Farmer grants ADA the right to tokenize the Farmland at a future date, subject to completion of the applicable verification, documentation, valuation, regulatory and other requirements; the grant of this Tokenization Right does not itself constitute the tokenization of the Farmland.
4.2
The Tokenization Right permits ADA to tokenize the Farmland at any time thereafter, subject to the applicable requirements, while any agreement executed by an Investor at the onboarding stage relates solely to the sale of Harvest Rights and does not itself constitute or effect the tokenization of the Farmland.
4.3
Once Tokenization takes place, ADA may record the Farmland on the blockchain, list it on Atlantus Tokenized Lands, create the associated Harvest Bond, and thereafter administer the related Harvest Rights, Structured Payments and Bond Balance disbursements in accordance with the applicable Transaction Document.
4.4
ADA may add, modify, suspend or discontinue any feature, function or service on the Platform at any time, with or without notice, save that any change materially affecting a Harvest Right or Harvest Bond already created shall not apply retroactively without the affected User's consent, except as required by law or regulation.
5:
5.1
The grant of a Tokenization Right, the subsequent marketing and sale or lease of the Farmland, and the eventual Tokenization of the Farmland and creation of a Harvest Bond, generally follow the structured progression set out below, save that ADA may adapt the sequence or timing as reasonably required for a specific transaction:
5.1.1
Tokenization Right Grant
The Farmer onboards its Farmland onto the Platform by submitting the Farmland and the relevant ownership, location, size, boundary and agricultural use information. Upon onboarding, the Farmer grants ADA the continuing right to tokenize the Farmland at any time thereafter, subject to the applicable requirements. No Tokenization occurs at this stage.
5.1.2
Ownership Verification
ADA verifies the Farmer’s ownership of, and authority over, the Farmland, together with any other information reasonably required for the onboarding and subsequent Tokenization of the Farmland.
5.1.3
Investor Onboarding and Harvest Rights
Following the onboarding of a New Owner, Leaseholder or Investor in connection with the Farmland, the Investor may execute the applicable Transaction Document for the sale of Harvest Rights. The Investor’s execution of such document does not constitute Tokenization. ADA may tokenize the Farmland at any time after onboarding and completion of the applicable requirements, and thereafter record the Farmland on the blockchain, list it on Atlantus Tokenized Lands and create the associated Harvest Bond in accordance with the applicable Transaction Documents.
5.1.4
Marketing and Sale or Lease
Acting under the Tokenization Right, the Farmer facilitates the marketing, sale or lease of the Farmland to a prospective New Owner, Leaseholder or Investor.
5.1.5
Onboarding and Harvest Rights
Upon completion of the sale or lease, the Farmer shall attach the details of the New Owner, Leaseholder or Investor to the relevant Tokenized Farmland on the Platform, and the applicable Tokenization Fee shall become payable. The New Owner, Leaseholder or Investor shall not be onboarded as a Platform user but shall access AgroDesk only to review and execute the applicable Harvest Rights Agreement. Any subsequent access to the Platform by such person shall be at the Farmer’s discretion.
5.1.6
Harvest Bond Creation
Upon Tokenization right and the grant of the applicable Harvest Right by the New Owner or Leaseholder, ADA creates the corresponding Harvest Bond and determines its Bond Value.
5.1.7
Harvest Rights Payment
Structured Payments (being 50% of the Bond Value, paid quarterly) commence.
5.1.8
Cultivation
The Farmer continues to farm, cultivate and manage the Farmland during the Cultivation Period and, thereafter, the Operating Term.
5.1.9
Harvest
The relevant crop, livestock or other agricultural produce is harvested and harvest proceeds are generated.
5.1.10
Bond Balance Withdrawal
Upon verification of the first harvest, the Bond Balance (the remaining 50% of the Bond Value) becomes payable.
5.1.11
Harvest Rights Execution
ADA becomes entitled to receive its agreed Harvest Right percentage of harvest proceeds for each harvest occurring within the Deal Tenure of 25 Harvest Years.
5.2
Neither the grant of a Tokenization Right nor the subsequent Tokenization of the Farmland transfers or otherwise affects legal or beneficial ownership, possession or control of the Farmland to ADA, MOBI Automation, any Investor, or any holder of a related digital asset.
6:
6.1
A Harvest Right is a contractual economic right only. It does not constitute or create any ownership interest, mortgage, lien, charge, leasehold interest or other proprietary interest in the Farmland, and does not entitle ADA or any Investor to occupy the Farmland or to control its day-to-day farming, cultivation or management.
6.2
Upon Completion of a sale or lease of tokenized Farmland, the New Owner or Leaseholder shall grant ADA (or, as applicable, the relevant Investor) a Harvest Right equal to twenty percent (20%) of the harvest proceeds generated from the Farmland, calculated per tokenized acre, pursuant to a Harvest Right Grant Agreement.
6.3
For clarity, the Harvest Right granted under these Terms is a single twenty percent (20%) right determined at the time the Harvest Bond is created, and is not structured as a staged or optional increase from a lower initial percentage.
6.4
Each Harvest Bond shall have a Bond Value, being the appraised value assigned to the 20% Harvest Right for the relevant tokenized acreage. The Bond Value shall be determined by ADA in accordance with its then-current appraisal methodology and shall be recorded against the applicable Harvest Bond.
6.5
Fifty percent (50%) of the Bond Value shall be paid as Structured Payments in equal quarterly instalments over the five (5)-year Cultivation Period (twenty (20) quarterly instalments in total), commencing from the date agreed following Completion. Structured Payments shall be made to the Farmer and/or the Investor in the proportions set out in the applicable Transaction Document.
6.6
The remaining fifty percent (50%) of the Bond Value (the Bond Balance) shall be paid upon verification of the first harvest generated from the relevant Farmland ('Bond Balance Withdrawal'), regardless of whether the first harvest occurs before, at, or after the expiry of the five (5)-year Cultivation Period.
6.7
The Deal Tenure of a Harvest Right shall be twenty-five (25) years of active harvests, commencing from the date of the first harvest of the relevant Farmland. The Deal Tenure counts only years in which an active harvest occurs and does not include periods during which no harvest takes place. The Harvest Right shall persist for the Deal Tenure irrespective of any subsequent transfer of ownership of the Farmland.
6.8
Each Harvest Bond and its associated Harvest Right Grant Agreement shall identify, at a minimum: the applicable Farmland and its acreage; the crop or agricultural activity concerned; the Harvest Right percentage; the Bond Value; the Structured Payment schedule; the Bond Balance and the conditions for its payment; the Deal Tenure; and any special commercial terms agreed between the parties.
6.9
Structured Payments and the Bond Balance are separate from, and additional to, any payment made by ADA to the Farmer in support of continued farming and cultivation of the Farmland, as may be agreed in the applicable Transaction Document.
7:
7.1
ADA shall make all Structured Payments and Bond Balance payments due when they fall due, subject to the User having satisfied any applicable verification, compliance and account requirements.
7.2
Payments shall be made to the digital wallet address or account designated by the User on the Platform. Users are responsible for ensuring that their designated payment details are accurate and current; ADA shall not be liable for a payment made to an incorrect address or account resulting from inaccurate information supplied by a User.
7.3
Where a payment obligation is denominated in a digital asset or stablecoin, its value may fluctuate and ADA makes no representation as to future value, convertibility or liquidity of any such asset.
7.4
Nothing in these Terms guarantees any minimum harvest proceeds, Bond Value appreciation, or investment return, and all payments remain subject to the actual performance of the underlying Farmland and the terms of the applicable Transaction Document.
8:
8.1
From Completion of a sale or lease of tokenized Farmland, and for so long as the applicable Harvest Right remains in effect, the Farmland may not be converted from agricultural production or grazing use to any materially different use, including residential, commercial or industrial use.
8.2
This Land Use Restriction is intended to bind the New Owner or Leaseholder and every subsequent owner of the Farmland, and shall be disclosed and incorporated into the relevant sale, lease or transfer documentation.
9:
9.1
A Farmer using the Platform shall, in addition to any obligations set out in the applicable Transaction Document:
9.1.1
Ensure that any sale or lease of the Farmland is undertaken subject to the Tokenization Right.
9.1.2
Before completing a sale or lease, ensure that the prospective New Owner or Leaseholder is informed in writing of, and acknowledges, the Tokenization Right, Land Use Restriction, the Harvest Right requirement, and the other continuing arrangements affecting the Farmland;
9.1.3
Ensure that the sale and purchase agreement, lease, deed of transfer or other document effecting a sale or lease of the Farmland expressly records and incorporates the Tokenization Right, the Land Use Restriction, and the Harvest Right arrangements;
9.1.4
Not represent to a prospective purchaser or Leaseholder that the Farmland is free of the rights, restrictions or arrangements applicable to it under these Terms and the applicable Transaction Document;
9.1.5
Continue to farm, cultivate, manage and operate the Farmland throughout the Cultivation Period and Operating Term in a professional and commercially reasonable manner and in accordance with sound agricultural practice;
9.1.6
Maintain accurate records of cultivation activities, crops planted and harvested, harvest quantities and dates, agricultural inputs and material production expenses, buyers and sales of produce, and gross harvest proceeds;
9.1.7
Provide ADA and the relevant Investor with reports and information concerning farming, cultivation, production and harvesting activities as reasonably required, and promptly notify ADA of any material event likely to affect expected harvest proceeds, including crop failure, disease outbreak, significant damage or prolonged interruption of farming activities;
9.1.8
Provide ADA, MOBI Automation and the relevant Investor with reasonable access to the Farmland, upon reasonable notice, to verify farming activities and compliance with these Terms and the applicable Transaction Document; and
9.1.9
Not sell, transfer, divert, conceal or otherwise dispose of harvest proceeds in a manner intended to defeat, reduce or circumvent ADA's Harvest Right, and properly account for all harvest proceeds in accordance with the applicable Harvest Right Grant Agreement.
9.2
An inspection or monitoring visit conducted by ADA or MOBI Automation under shall not entitle either party to take over the Farmer's day-to-day farming operations or make operational decisions on the Farmer's behalf, except where expressly authorised under a separate written agreement.
10:
10.1
The Farmer shall pay ADA the applicable Tokenization Fee in consideration for the grant of the Tokenization Right and ADA's related marketing, structuring and administration services.
10.2
The Tokenization Fee becomes due and payable upon Completion of a sale or lease of the Farmland and the onboarding of the New Owner, Leaseholder or Investor onto the Platform, at which point Tokenization of the Farmland actually takes place. Unless otherwise agreed in the applicable Transaction Document, the Tokenization Fee shall be payable out of the sale or lease proceeds received in respect of the Farmland.
10.3
The Tokenization Fee is non-refundable once Tokenization has taken place, regardless of any subsequent termination of these Terms.
11:
11.1
ADA shall only request or accept a Harvest Right on the terms set out in these Terms and the applicable Harvest Right Grant Agreement, and shall make all agreed Structured Payments and Bond Balance payments when due.
11.2
ADA shall give reasonable notice before exercising any inspection or verification right, except where immediate action is reasonably required to protect the Harvest Right or harvest proceeds.
11.3
ADA shall not represent that it owns, occupies or controls any Farmland by virtue of a Tokenization right or Harvest Right.
11.4
The tokenization right shall remain active on AgroDesk following any sale or lease of the Farmland. Any change in ownership or leasehold interest shall be recorded on AgroDesk, and the applicable Harvest Right and related agricultural records shall continue in accordance with these Terms and the applicable Transaction Document.
12:
12.1
By accessing or using the Platform, each User represents and warrants, on a continuing basis, that:
12.1.1
It has full legal capacity and, where applicable, corporate authority to access and use the Platform and to enter into any Transaction Document;
12.1.2
All information it provides to ADA, including as to ownership of Farmland, identity, and compliance information, is true, accurate and not misleading;
12.1.3
Where it is a Farmer, it owns the relevant Farmland or otherwise has full authority to grant ADA a Tokenization Right over it and to market and sell or lease it on the terms contemplated by these Terms;
12.1.4
It has not entered into any existing agreement that would conflict with or impair its obligations under these Terms or the applicable Transaction Document;
12.1.5
There is no pending or threatened dispute, encumbrance, or claim affecting any Farmland over which it grants a Tokenization Right, other than as disclosed in writing to ADA; and;
12.1.6
Its use of the Platform will not violate any applicable law, including anti-money-laundering, counter-terrorism-financing, sanctions, tax or securities laws.
13:
13.1
Agricultural production is inherently subject to risks beyond ADA's or any User's control, including adverse weather, pests, disease, crop failure, market price fluctuations and delays in harvest. Harvest proceeds, and therefore Structured Payments, the Bond Balance and Harvest Rights Execution, are not guaranteed and may be lower than anticipated or, in some circumstances, may not materialise.
13.2
Nothing on the Platform, and nothing in these Terms, constitutes investment, legal, tax or financial advice. Users should seek independent professional advice before entering into any transaction on the Platform.
13.3
The regulatory treatment of tokenized agricultural assets, Harvest Rights and Harvest Bonds may vary by jurisdiction and may change over time. Users are responsible for determining whether their use of the Platform complies with the laws applicable to them.
13.4
Past performance of any Farmland, crop, or Harvest Bond is not indicative of future results.
14:
14.1
The Platform, including its software, design, trademarks, logos, text, graphics and other content (excluding User-submitted Farmland data), is owned by or licensed to ADA and/or MOBI Automation and is protected by applicable intellectual property laws.
14.2
ADA grants each User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose, subject to these Terms. No other rights are granted.
14.3
A Farmer retains ownership of the underlying data it submits regarding its Farmland, subject to the licence granted to ADA to record, process and maintain such data on the Platform.
15:
15.1
ADA shall process personal and Farmland data submitted through the Platform in accordance with its Privacy Policy, which forms part of these Terms by reference.
15.2
Users acknowledge that information recorded on-chain, including certain ownership, tokenization and harvest records, may be publicly visible, immutable, or difficult to amend or delete once recorded, and consent to such recording as a feature of the Platform's tokenization functionality.
15.3
Historical Tokenization records, including a Farmer's prior ownership and agricultural history, may be preserved on AgroDesk as part of the Farmland's digital record even after a sale, lease, or termination of a User's relationship with ADA.
16:
16.1
A User shall not:
16.1.1
Submit false, misleading or fraudulent information regarding Farmland ownership, condition, production or harvest data
16.1.2
Use the Platform for money laundering, terrorism financing, or any other unlawful purpose;
16.1.3
Attempt to gain unauthorised access to the Platform, another User's Account, or ADA's systems, or interfere with the proper functioning of the Platform;
16.1.4
Circumvent, disable or otherwise interfere with security-related features of the Platform;
16.1.5
Use the Platform to divert, conceal or misrepresent harvest proceeds so as to defeat or reduce a Harvest Right; or
16.1.6
Misrepresent its identity, authority, or ownership of any Farmland submitted to the Platform.
16.2
ADA may suspend or terminate a User's access to the Platform, and/or withhold or reclaim payments connected to the relevant conduct, where it reasonably believes a User has breached this Clause without prejudice to any other remedy available to ADA.
17:
17.1
These Terms take effect when a User first accesses or uses the Platform and continue to apply for as long as the User maintains an Account or otherwise accesses the Platform.
17.2
ADA may suspend or terminate a User's access to the Platform, with or without notice, where the User breaches these Terms, where required by law or regulation, or where ADA reasonably believes suspension or termination is necessary to protect the Platform, other Users, or ADA's legal or regulatory position.
17.3
A Harvest Right, once granted, and the associated Land Use Restriction, shall remain in effect for the Deal Tenure or until fully satisfied, expired, or lawfully terminated in accordance with the applicable Transaction Document, notwithstanding suspension or termination of a User's access to the Platform.
18:
18.1
Where a Farmer breaches a material obligation under these Terms or an applicable Transaction Document, including obligations relating to Tokenization, disclosure, sale or lease of Farmland, farming operations, or accounting for harvest proceeds, ADA and/or MOBI Automation may, without prejudice to any other right or remedy:
a.
require the Farmer to remedy the breach within a reasonable period;
b.
seek damages, specific performance, injunctive or other equitable relief;
c.
recover any loss suffered, including any Harvest Right or other economic benefit that would otherwise have arisen; and
d.
suspend outstanding benefits or services to the Farmer until the breach is remedied.
18.2
Farmer's Default and Harvest Right Obligations
a.
Where a Farmer fails to perform, deliver, transfer, or otherwise satisfy any obligation relating to the Harvest Right granted to an Investor or New Owner under the applicable Harvest Right Grant Agreement, such failure shall be a matter solely between the Farmer and the relevant Investor or New Owner and shall be governed by the applicable Harvest Right Grant Agreement.
b.
ADA shall not be liable to the Investor, New Owner, Landholder or any other party for any failure, delay, non-performance or default by the Farmer in respect of the Harvest Right or any underlying agricultural obligation.
c.
For the avoidance of doubt, an Investor or New Owner shall not be liable to ADA solely as a result of the Farmer's failure to deliver or perform the Harvest Right obligations. The rights and remedies arising from such failure shall be determined in accordance with the applicable Harvest Right Grant Agreement.
18.3
ADA's Payment Obligations and 20% Harvest Right
a.
ADA's entitlement to the applicable twenty percent (20%) Harvest right following the completion of the five-year payment period is conditional upon ADA's full performance of its quarterly payment obligations under the applicable Transaction Documents.
b.
Where ADA fails to make any quarterly payment when due and the payment arrangement is consequently terminated, cancelled or otherwise ceases, ADA shall remain entitled to a percentage of the twenty percent (20%) Harvest Right corresponding to the proportion of the required five-year payment period for which ADA has actually made the applicable payments, and shall not be entitled to any portion attributable to the unpaid period.
18.4
Termination for Material Breach
a.
Either party to a Transaction Document may terminate that document where the other party commits a material breach and fails to remedy such breach within thirty (30) days after receiving written notice requiring the breach to be remedied.
b.
A party may terminate immediately where the breach is incapable of remedy or involves fraud, wilful misconduct, or a material violation of applicable law.
c.
Where termination results from ADA's material breach, ADA's entitlement to any unearned or unaccrued Harvest right shall cease, without prejudice to any rights or remedies available to the affected party under the applicable Transaction Documents.
19:
19.1
The Platform is provided on an 'as is' and 'as available' basis. ADA does not warrant that the Platform will be uninterrupted, error-free, or secure, and does not warrant the accuracy or completeness of any User-submitted Farmland data.
19.2
To the maximum extent permitted by applicable law, ADA and MOBI Automation shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profit, revenue, data, or anticipated harvest proceeds, arising out of or in connection with a User's access to or use of the Platform.
19.3
Nothing in these Terms shall exclude or limit liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot lawfully be excluded or limited under applicable law.
19.4
Save as provided in this agreement, ADA's aggregate liability to a User arising out of or in connection with these Terms shall not exceed the total fees actually paid by that User to ADA in the twelve (12) months preceding the event giving rise to the claim, or such other cap as may be expressly agreed in the applicable Transaction Document.
20:
Each User shall indemnify and hold harmless ADA, MOBI Automation, and their respective officers, employees and agents from and against any claim, loss, liability or expense (including reasonable legal fees) arising out of or in connection with: (a) that User's breach of these Terms or an applicable Transaction Document; (b) that User's violation of applicable law; (c) inaccurate or misleading information submitted by that User; or (d) that User's misuse of the Platform.
21:
Neither party shall be liable for delay or failure to perform an obligation under these Terms caused by circumstances beyond that party's reasonable control, including natural disasters, extreme weather, civil unrest, government restrictions, epidemics, or blockchain network-wide disruptions, provided that the affected party notifies the other as soon as reasonably practicable and uses reasonable efforts to mitigate the effect of such circumstances.
22:
22.1
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
22.2
In the event of any dispute, controversy or claim arising out of or in connection with these Terms, including any question concerning its existence, validity, interpretation, performance, breach or termination, the parties shall first use their best efforts to resolve the dispute amicably through mutual consultation and good-faith negotiations.
22.3
Where the parties are unable to resolve the dispute amicably within thirty (30) days from the date one party gives written notice of the dispute to the other, either party may institute proceedings before a court of competent jurisdiction in Lagos State, Nigeria, or such other court of competent jurisdiction in Nigeria as may be reasonably convenient to ADA.
22.4
Nothing in this Clause shall prevent ADA from seeking urgent or interim relief, injunctive relief, or any other protective remedy from a court of competent jurisdiction where necessary to protect its rights or interests pending resolution of a dispute.
23:
23.1
ADA may amend these Terms from time to time by posting an updated version on the Platform, and shall use reasonable efforts to notify Users of material changes.
23.2
Continued access to or use of the Platform following the posting of an amendment constitutes acceptance of the amended Terms. Amendments shall not, however, apply retroactively to reduce a Harvest Right, Bond Value, Bond Balance, or payment obligation already fixed under an existing Harvest Bond, except as required by law or regulation.
24:
24.1
Entire Agreement
These Terms, together with any applicable Transaction Document and ADA's Privacy Policy, constitute the entire agreement between a User and ADA regarding use of the Platform, and supersede all prior discussions and agreements on that subject.
24.2
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force, and the parties shall negotiate in good faith to replace the invalid provision with one that most closely achieves its original intent.
24.3
Assignment
ADA may assign or transfer its rights and obligations under these Terms to an affiliate or successor entity. A User may not assign its rights or obligations under these Terms without ADA's prior written consent.No Waiver. No delay or failure by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.
24.5
Successors and Assigns
These Terms bind and benefit the parties and their respective heirs, personal representatives, successors and permitted assigns.
25:
If you have questions about these Terms, please contact ADA at:
26:
BY CLICKING “I AGREE”, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE AGRODESK PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE RISK DISCLOSURES.
