Terms of Use
Last Updated: October 9th, 2026
1:
INTRODUCTION
1.1
Acceptance of the Terms
Before using AgroDesk or any roe tessellated product or service, you must read, understand, and agree to these Terms of Use and our Privacy Policy. By accessing or otherwise using the platform, you confirm that you agree t Terms of Use and that our Privacy Policy will govern the processing of your data and electronic communications on the platform. These Terms of Use is one of the documents that govern your use of AgroDesk and the relationship between you and 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”). “You”, “Your” or “user” refers to any person or company accessing or using AgroDesk.
1.2
About the Platform
AgroDesk is a digital platform that enables a user to grant tokenization rights, being the continuing contractual rights for ADA to tokenize farmland(s). The Platform records and links the ownership, cultivation, commercial, and other relevant information relating to each farmland tokenized and managed through the Platform.
1.3
Eligibility
To access or use the Platform, a user must have the legal capacity to enter into binding contracts under applicable law and, where the user is a company, must be validly incorporated and acting through a duly authorised representative. The Platform is provided solely for use in connection with a user’s legitimate business in the agricultural sector. You are not permitted to access or use the Platform if your account has been suspended or terminated by us. We grant you a limited, non-exclusive, non-transferable licence to access and use the Platform and its services. This licence is conditional upon your compliance with these Terms and is granted at our discretion. We may suspend, restrict, or revoke this licence at any time, with or without notice.
1.4
Account Creation
Access to the Platform requires creation of an account (an “Account”). Onboarding is conducted through an authorised ADA representative or agent, who shall obtain the user’s particulars (email) and submit them to ADA. ADA may issue a unique onboarding code to the user, which must be entered on the Platform to verify the user and complete registration. No user shall be permitted to complete registration or access the Platform without valid onboarding through an ADA agent.
A user must provide accurate, current and complete information during registration and any subsequent onboarding of farmland or a transaction, and must promptly update such information if it changes. A user is responsible for maintaining the confidentiality of its Account credentials and for all activity occurring under its Account, and must notify ADA immediately of any unauthorised use.
ADA may require identity verification, know-your-customer (KYC), anti-money-laundering (AML) or other compliance checks before permitting a user to use particular features of the Platform, and may suspend or decline access pending satisfactory completion of such checks. 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.
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2.1
Financial or Legal Advice
The information presented on the Platform is created by ADA and is intended for general informational purposes only. ADA does not offer investment, estate planning, legal, tax, accounting, financial, or any other form of advice through the Platform. Content provided on the Platform should not be considered a substitute for advice from professional advisers in the respective fields.
You expressly confirm that your use of the Platform is entirely voluntary and initiated by your own independent decision. We have not encouraged, pressured, or influenced your participation in any way, and you agree not to use any information provided through the Platform for offering, selling, or facilitating any securities transaction that would violate applicable securities laws in any jurisdiction.
2.2
Third-Party Providers
ADA neither owns, operates, nor controls any third-party service a user may use to access or interact with the Platform, including payment processors, identity-verification providers, or hosting and infrastructure providers. We do not endorse, guarantee, or assume responsibility for the functionality, security, or reliability of any such third-party service. Any access, transaction, or interaction a user conducts through a third party is at that user’s own risk, and ADA shall not be liable for any damages, including loss of funds or data, arising from the acts, omissions, or errors of a third-party service.
2.3
Ownership
Use of the Platform, the recording of information on AgroDesk, or the grant or administration of tokenization rights does not by itself constitute or transfer any ownership, shareholding, or proprietary interest in ADA, MOBI Automation, or in any farmland or estate beyond what is expressly granted under the applicable transaction document. We reserve the sole right to determine the channel, structure, or percentage of any fee or benefit associated with the Platform, which may be subject to change from time to time.
2.4
Updates and Amendments
We reserve the right to amend these Terms from time to time by posting an updated version on the Platform, and will update the “Last Updated” date accordingly, without necessarily sending a separate notice of the changes. You should review the Platform from time to time to stay informed of amendments. If you do not agree with an amendment, you must stop using the Platform immediately; continued use of the Platform after an amendment is posted constitutes acceptance of the amended Terms.
2.5
Records
AgroDesk maintains digital records of farmland, ownership information, cultivation and production data, and related commercial arrangements in secure systems maintained by or for ADA. These records are administrative in nature and are maintained for the purposes of operating the Platform and administering tokenization rights, harvest rights, and harvest bonds in accordance with the applicable transaction documents.
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3.1
Nature of Tokenization Rights
Tokenization rights are contractual rights only. These rights do not constitute or create any ownership interest, mortgage, lien, charge, leasehold interest, or other proprietary interest in any estate or farmland, and do not entitle ADA to occupy any estate or farmland or to control its day-to-day farming operations. The grant of tokenization rights through AgroDesk initiates the tokenization process and permits the relevant farmland and related information to be recorded on the blockchain at a future date.
3.2
AgroDesk's Role
AgroDesk initializes farmland tokenization by facilitating onboarding, verifying ownership, collecting land and agricultural data, then processing the collected data for tokenization purposes. AgroDesk may also track the status of harvest rights or harvest bonds subsequently created in connection with tokenized farmlands.
3.3
Continuity and Effects
Tokenization rights, once granted, continue in accordance with the applicable transaction document notwithstanding a change in the ownership or leasehold interest of the tokenized farmland, and shall be recorded by ADA on AgroDesk for so long as it subsists.
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4.1
Service Availability and Unavailability Errors
The Platform is provided “as is” without guarantees. Intermittent outages or errors may occur due to network or technical issues. We use commercially reasonable efforts to maintain operations. Scheduled maintenance may require temporary downtime with notice where feasible. Emergency maintenance may occur without prior notice.
4.2
Changes and Restrictions
We reserve the right to implement functional, procedural, or technical changes to the Platform, and to temporarily or permanently restrict, remove, or terminate a feature or a user’s access. We will use commercially reasonable efforts to provide prior notice of material changes affecting core functionality where practicable. Any such change or restriction does not create any obligation on ADA to provide compensation, reimbursement, or damages to a user.
4.3
Accuracy of Information
While the Platform endeavors to provide accurate information, we do not guarantee its reliability, completeness, or suitability for any purpose. You acknowledge that all reliance on information displayed on the Platform is at your own risk, and we disclaim any liability for direct, indirect, consequential, or incidental damages arising from such reliance.
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5.1
Account Security and Credentials
A user is responsible for maintaining the confidentiality of Account credentials and for all activity that occurs under your Account. Where a feature of the Platform is facilitated through a third-party service integrated with AgroDesk, the security protocols, encryption standards, and protective measures implemented by that third party shall constitute the security infrastructure governing that feature, and neither the Platform nor its affiliates shall be responsible for any breach, vulnerability, or failure originating from or related to that third-party system.
Use of the Platform in conjunction with a third-party service is undertaken entirely at the user’s own risk. The Platform disclaims all liability for losses arising from unauthorized access to a user’s Account, misappropriation of credentials, or operational failures or security deficiencies of a third-party provider.
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6.1
Where a user enters into a specific transaction connected to a tokenized farmland, that transaction, including any harvest rights, harvest bond, structured payment, bond value or bond balance, is governed by the applicable transaction document, such as a Tokenization Rights Agreement or a Harvest Right Purchase Agreement. These Terms do not themselves constitute a transaction document and do not, by themselves, effect any sale, lease, or grant of a right. In the event of a conflict between these Terms and a transaction document, the transaction document shall govern the specific transaction it covers, and these Terms shall continue to govern all other aspects of use of the Platform.
7:
7.1
The tokenization fee shall be calculated on a per-acre basis in respect of the farmland submitted for tokenization and shall be payable by the applicable Company in the amount specified in the relevant transaction document. Payment of the tokenization fee shall be processed through a third-party payment service provider designated or approved by ADA. The tokenization fee is exclusive of any applicable tax, levy or duty, which shall be borne by the Company unless otherwise agreed in writing.
7.2
A payment due to or from a user under these Terms or a Transaction Document shall be made to the bank account or other payment channel designated on the Platform. A user is responsible for ensuring that its designated payment details are accurate and current, and ADA shall not be liable for a payment made to an incorrect account resulting from inaccurate information supplied by a user.
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8.1
Cancellations
A request or instruction submitted through the Platform may generally only be cancelled before it has been processed by the Platform. Once an instruction has been approved or acted upon, it may not be capable of reversal, and ADA may reject a cancellation request submitted after that point.
8.2
Pauses and Restrictions
We reserve the right to limit, suspend, or halt any transaction or in-system action on the Platform, without liability for any alleged damages resulting from such restriction, including where this is necessary for compliance, security, or operational reasons.
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9.1
A user shall not, in connection with the Platform:
a.
submit false, misleading, or fraudulent information regarding an estate or tokenized farmland, its ownership, condition, production, or harvest data;
b.
use the Platform for money laundering, terrorism financing, or any other unlawful purpose;
c.
attempt to gain unauthorized access to the Platform, another user’s Account, or ADA’s systems, or interfere with the proper functioning of the Platform;
d.
circumvent, disable, or otherwise interfere with a security-related feature of the Platform;
e.
use the Platform to divert, conceal, or misrepresent harvest proceeds to defeat or reduce harvest rights or the tokenization rights;
f.
misrepresent its identity, authority, or connection to any estate or tokenized farmland submitted to the Platform;
g.
upload or transmit a virus, worm, or other harmful code, or engage in an activity that could disable, overburden, or impair the Platform;
h.
scrape, harvest, or otherwise extract data from the Platform other than through functionality expressly made available for that purpose; or
i.
assist, encourage, or induce a third party to do any of the foregoing.
9.2
ADA may suspend or terminate a user’s access to the Platform, and/or withhold or reclaim a benefit connected to the relevant conduct, where it reasonably believes a user has breached this section, without prejudice to any other remedy available to ADA
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10.1
Where ADA makes an application programming interface (“API”) or comparable integration available in connection with the Platform, ADA grants the user a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purposes described in ADA’s documentation. A user shall not reverse-engineer, decompile, or modify the API, use it for an unauthorized off-platform purpose or third-party integration, or exploit it for spam or disruptive activity.
10.2
The API may be intermittently unavailable due to maintenance, upgrades, or force majeure events. We are not responsible for incorrect data, failed requests, or losses due to API malfunction or misuse, and we may update, deprecate, or restrict API functionality without prior notice. A user accessing the API further agrees to observe any published rate limits; retrieved data may only be used for that user’s internal purposes, and resale or public redistribution is prohibited. API keys are confidential, and a user is liable for unauthorized use of its keys. ADA reserves the right to suspend or revoke API access for a violation of this section, a security risk, or a platform-integrity concern.
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11.1
A user shall comply with all applicable laws and regulations in connection with its use of the Platform, including those relating to anti-money laundering, counter-terrorism financing, anti-bribery and corruption, tax, and economic sanctions. A user represents and warrants that neither it, nor any of its officers, directors, or beneficial owners is a person or entity that is the subject of sanctions administered by any competent authority, or is located, organized, or resident in a country or territory that is the subject of comprehensive sanctions.
11.2
ADA may request additional information or documentation from a user at any time to satisfy its compliance obligations, and may decline to process a transaction, suspend an Account, or terminate access to the Platform where a user fails to provide requested information within a reasonable time, or where ADA reasonably suspects that a user’s use of the Platform is connected with money laundering, terrorism financing, fraud, or another unlawful activity. ADA may report suspicious activity to a competent regulatory or law enforcement authority where required or permitted by applicable law, without notice to the affected user.
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12.1
ADA may, upon reasonable notice to the relevant user, request supporting documents or information to verify data submitted through the Platform, including in connection with an estate, tokenized farmland, tokenization right, harvest rights, or harvest bonds, and a user shall provide such documents or information within the time reasonably specified by ADA.
12.2
Where an applicable transaction document grants ADA a right of access or inspection in respect of an estate or tokenized farmland, that right is exercised in accordance with the terms of that Transaction Document and not under these Terms. ADA’s verification rights under this section are limited to the review of records and information submitted to or held on the Platform, and do not, by themselves, entitle ADA to physical access to an estate or tokenized farmland.
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13.1
Confidentiality
Each party shall keep confidential any non-public information it receives from the other in connection with the Platform, and shall not disclose it to a third party except: to its officers, employees, agents, or professional advisers who need to know it for purposes connected with the Platform; with the prior written consent of the disclosing party; or as required by applicable law, regulation, or a competent authority.
13.2
Data Protection
ADA shall process personal data submitted through the Platform in accordance with its Privacy Policy, which forms part of these Terms by reference. A user is responsible for ensuring that it has a lawful basis to submit to the Platform any personal data of a third party, including an officer, employee, or representative, and for informing that third party of the relevant processing as required by applicable data protection law.
AgroDesk maintains user and tokenized farmland data in secure systems and applies technical and organizational safeguards designed to protect that data. No system can guarantee absolute security, and a user acknowledges that the transmission of information over the internet or a communications network carries an inherent risk of interception, loss, or unauthorized access, for which ADA accepts no liability except to the extent caused by ADA’s own gross negligence or wilful default.
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14.1
Accuracy of Information and No Guarantees
We endeavour to verify the accuracy of information displayed, supplied, or passing through the Platform, but such information may not always be accurate or current. We provide no guarantee as to the timeliness, accuracy, or completeness of any information provided in connection with the Platform. You should independently verify all information before relying on it, and any decision or action taken based on such information is your sole responsibility
14.2
Disclaimer of Warranties
ADA disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, data accuracy, system integration, title, non-infringement, and quiet enjoyment.
The Platform is provided “as is” and “as available.” We make no warranty regarding the content, information, or functions of the Platform, including any third-party link, the security of information transmitted through the Platform, or continuous, uninterrupted, timely, or error-free access to the Platform. Except as expressly stated in these Terms or an applicable Transaction Document, no warranty is made for the benefit of any user. By using the Platform, you acknowledge that you have not relied on any representation or warranty from ADA other than as expressly set out in these Terms.
14.3
Indemnification
You agree to indemnify and hold harmless ADA, MOBI Automation, and their respective affiliates, directors, officers, employees and agents, from any claim, demand, action, damage, loss, cost, or expense, including reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or Account in connection with: use of the Platform; a breach of these Terms or an applicable Transaction Document; false, incomplete, or misleading information relied upon by us to verify your identity; a violation of applicable law; or a violation of the rights of any other person or entity. This indemnity applies to your successors and assigns and survives any termination of these Terms.
14.4
Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Platform.
We are not responsible for direct or indirect damage, loss, or injury resulting from hacking, tampering, or other unauthorized use of the Platform or the information contained within it. We assume no liability for: unauthorized access to or use of any secure server or database in our control; personal injury or property damage arising from use of the Platform; errors, mistakes, or inaccuracies of content; interruption or cessation of the Platform’s functions; bugs, viruses, or similar harmful code transmitted to or through the Platform; loss or damage incurred as a result of the use of content made available through the Platform; or the defamatory, offensive, or illegal conduct of a third party.
Except as expressly stated in an applicable Transaction Document, our aggregate liability to you for any claim arising out of or in connection with these Terms shall not exceed the total fees actually paid by you to ADA in the twelve (12) months preceding the event giving rise to the claim.
This limitation of liability applies regardless of the legal basis, including contract, tort, negligence, or strict liability, even where we were advised of the possibility of such damages. Some jurisdictions may not permit certain exclusions or limitations, so parts of this section may not apply to you; to the fullest extent permitted by law, this limitation nonetheless remains effective.
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AgroDesk operates a data storage framework designed for the administrative information it holds. Personal, system, and farmland-related information submitted to AgroDesk is stored in secure environments subject to technical and organizational safeguards, and is retained for as long as reasonably necessary to administer a user’s Account, a Tokenization Right, or a Transaction Document, and thereafter as required by applicable law.
While reasonable measures are implemented to protect data stored on AgroDesk, no system can provide absolute security or uninterrupted availability. You acknowledge and accept that data storage carries an inherent risk of loss, corruption, or unauthorized access. The Platform disclaims liability for losses arising from these risks, while following industry-standard protocols to mitigate them.
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16.1
These Terms take effect when a user first accesses or uses the Platform and continue for as long as the user maintains an Account.
16.2
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. Suspension or termination of a user’s access shall affect the user in accordance with the Tokenization Rights Agreement and the Harvest Rights Agreement.
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A notice given under these Terms shall be in writing and delivered by email to the address designated by the recipient on the Platform, or by posting a notice on the Platform in the case of a notice to users generally. A notice sent by email is deemed received on the next business day after sending, unless a delivery failure message is received.
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These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
In the event of a dispute arising out of or in connection with these Terms, the parties shall first use their best efforts to resolve the dispute amicably through mutual consultation and good-faith negotiation. Where the parties are unable to resolve the dispute amicably within thirty (30) days of one party giving 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. Nothing in this section shall prevent ADA from seeking urgent or interim relief from a court of competent jurisdiction where necessary to protect its rights pending resolution of a dispute.
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19.1
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.
19.2
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.
19.3
Assignment
Both ADA and the user may not assign their rights or obligations under these Terms without the other’s prior written consent.
19.4
No Waiver
No delay or failure by either party to exercise a right or remedy under these Terms shall constitute a waiver of that right or remedy.
19.5
Successors and Assigns
These Terms bind and benefit the parties and their respective successors and permitted assigns.
19.6
Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between ADA and a user.
19.7
Counterparts and Electronic Acceptance
Acceptance of these Terms by electronic means, including clicking “I Agree” or creating an Account, is valid and binding as if signed in physical counterparts.
19.8
Language
These Terms are drawn up in the English language. Where these Terms are translated into another language for convenience, the English version shall prevail in the event of any inconsistency.
19.9
No Third-Party Rights
Save as expressly stated, a person who is not a party to these Terms has no right to enforce any provision of these Terms, whether under applicable third-party rights legislation or otherwise.
19.10
Publicity
A user shall not issue a press release or public statement referring to ADA, MOBI Automation, or the Platform without ADA’s prior written consent, other than a factual statement that the user uses the Platform in the ordinary course of its business.
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If you have a question about these Terms or how we use your data, please contact ADA helpdesk.
