THIS KIGALIFAAM MARKETPLACE VENDOR AGREEMENT (“AGREEMENT”) IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” OR “YOUR”) AND KIGALI FARMERS’ AND ARTISANS’ MARKET LTD (HEREINAFTER “KIGALIFAAM”) GOVERNING YOUR USE OF KIGALIFAAM MARKETPLACE AS A VENDOR FOR LISTING YOUR PRODUCTS AND SERVICES (HEREINAFTER “PRODUCTS”).
1. Kigalifaam Marketplace
Kigalifaam Marketplace is a platform that lets vendors have their products on Kigalifaam Marketplace for use by the customers of Kigalifaam Services.
It is a service under the management of Kigali Farmers’ And Artisans’ Market Ltd, Tin Number – 107535360.
Our hub is located in Kwa Mushimire, Kimironko and we can be reached on [email protected] and/or call or whatsapp +250781446543
2. Listing your products in Kigalifaam Marketplace
2.1 Approval Process: Your products will be subjected to the approval process established by Kigalifaam prior to being listed on the Kigalifaam Marketplace. You will be required to address and fix any issues identified by Kigalifaam during the approval process within a reasonable timeframe prescribed by Kigalifaam. Upon successful completion of the review and approval process, the submitted products will be listed on Kigalifaam Marketplace. You understand that Kigalifaam reserves the right to change the review standards and processes in its sole discretion.
2.2 Delivery of products: Prior to the initial availability date of your products in Kigalifaam Marketplace, you are required to deliver the products along with information such as title, description, icon, logo and trademarks that Kigalifaam reasonably requests from you with respect to such products at your own cost to our hub. You are responsible for providing accurate information relating to your products. If any information that you have provided is inaccurate, you will promptly provide Kigalifaam with accurate information.
If Kigalifaam is not hosting your products (for example fresh produce, baked goods), you are still obligated to provide other products related information requested by Kigalifaam. In this case, once Kigalifaam receives an order, a request is made to the vendor via Email, who in turn delivers the product to Kigalifaam hub by 1100hrs of day of delivery. This gives time to Kigalifaam to consolidate orders.
Late deliveries means vendors cover for the cost of delivery to the client or cancellation of the order.
Kigalifaam currently only does next day deliveries. Orders placed by consumers between 0700hrs and 1900hrs will be fulfilled the following day. Orders placed between 1900-0700hrs will be fulfilled with the orders from the previous day.
Kigalifaam undertakes to complete the shipping leg of an Order on the vendor’s behalf through our preferred delivery partner Get It Rwanda at Kigalifaam’s cost.
For the sake of clarity, Kigalifaam’s obligations in terms of this clause shall not apply to the
collection of any returns for unwanted or defective Products, which shall be the sole responsibility and for the account of the vendor.
2.3 Financial Terms: If you choose to advertise your services for a fee through Kigalifaam’s ordering and licensing management system, you are required to contact Kigalifaam for entering into a suitable agreement that outlines the applicable listing fees and other details such as Kigalifaam’s marketing commitments with respect to the promotion of your products.
2.4 License Grant to Kigalifaam: If Kigalifaam chooses to list your products in the Kigalifaam Marketplace, you hereby grant Kigalifaam, a non-exclusive, royalty-free (subject to payment of listing fees, if any), worldwide license to:
2.4.1 Resell, distribute or make available your products through the Kigalifaam Marketplace to Customers by all means of electronic distribution available now or in the future;
2.4.2 Use, reproduce, advertise, promote, transmit, publicly display and publicly perform the products in any and all digital and other formats for promotional purposes in connection with your listing on the Kigalifaam Marketplace;
2.4.3 To use, store, copy and distribute your products (i) for testing and evaluation purposes; (ii) for purposes of exercising Kigalifaam’s rights and fulfilling Kigalifaam’s obligations hereunder; and (iii) for the purposes of enforcing this Agreement.
2.5 End User License Agreement: You are solely responsible for making the license terms of your products (“End User License Agreement” or “EULA”) known to Customers. You must ensure that your EULA (i) specify that you are the licensor of your products and that Kigalifaam is not a party to your EULA; and (ii) comply with the terms and conditions of this Agreement. You acknowledge that Kigalifaam does not and will not have any responsibility or liability related to compliance or non‐compliance by you or any Customer with respect to an EULA.
2.6 Compliance: You shall ensure that your products comply with the terms of this Agreement, all applicable laws, including terms and conditions applicable for, creation or operation of products. The terms and conditions of this Agreement will control in the event of any direct conflict with the terms and conditions mentioned herein.
2.7 Pricing to list products on Kigalifaam Marketplace: Kigalifaam does not charge commissions or monthly fees to vendors to list their products in our marketplace. We request vendors to give a wholesale price of products which is at least 25% lower than retail price to allow Kigalifaam to sell your products at the same retail price you sell your products. We do this to ensure:
2.7.1 Kigalifaam has a good enough margin to cover its operational costs
2.7.2 Kigalifaam is able to offer discounts for bulk orders or promotional pricing without affecting vendor wholesale pricing
2.7.3 Consumers get fair and standard pricing
3. Fees and Payments
3.1 An Order is deemed complete only once:
3.2 The Product has been delivered with a proof of delivery signed by the customer; and
3.3 The returns and/or cancellation period stipulated in the Kigalifaam Policy has expired
3.4 Kigalifaam will make payment of the vendor share for orders that meet the Deemed
Completion criteria on the 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such a date.
3.5 All payments to Seller’s bank account will be made by means of electronic funds transfer using Spenn or Bank Transfer. Spenn is our preferred method of monthly vendor pay-outs.
If Kigalifaam concludes that Seller’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Kigalifaam may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Seller under this Agreement for the shorter of:
3.5.1 a period of ninety (90) days following the initial date of suspension; or
3.5.2 completion of any investigation(s) regarding Seller’s actions and/or performance in connection with this Agreement.
3.6 There are no fees to be paid to be part of the Kigalifaam marketplace and a vendor can leave at any time as per the stipulations in section 12 (Term and termination)
4. Your Support Obligations
4.1 You agree to use commercially reasonable efforts to provide chat, email and/or telephone support to Kigalifaam with respect to their use of products. You acknowledge that you are solely responsible for providing adequate support to Kigalifaam. You shall provide to Kigalifaam a current email address and whatsapp contact to which Kigalifaam may direct support inquiries from Customers with respect to your products. If you receive a support request from Kigalifaam, you shall respond to such request within two (2) days. In cases where we identify an issue to be critical, you agree to respond within six (6) hours from the time of receiving our support request.
If a product is faulty, damaged or spoilt, and the necessary steps have been followed by Kigalifaam to verify an issue with the product you will allow for exchange of products within 48hrs of purchase
4.2 You agree to make efforts to advertise on social media and/or traditional methods of advertising to let your consumers know that your product is now available on the Kigalifaam marketplace platform
5. Contact With Customers and Customer Service Escalation
5.1. Kigalifaam will be responsible for providing 1st line telephonic support for Customers;
5.2 Where the Customer query cannot be resolved by Kigalifaam, Kigalifaam will escalate the support query to the vendor for 2nd line support and resolution.
5.3 Seller will always represent itself as a separate entity from Kigalifaam Marketplace and Kigalifaam when providing customer service for its Products sold through the Kigalifaam Site.
5.4 For the sake of clarity, the vendor shall not be entitled to contact the Customer directly under any circumstances without having obtained Kigalifaam’s Marketplace’s prior written consent.
5.5 Neither Party will disparage the other party,its affiliates or their products or services
when performing obligations under this Agreement
6. Restrictions and Responsibilities
6.1 You represent and warrant that you have full power and authority to enter into this Agreement and that all information you provide to Kigalifaam is and will be true, accurate and complete;
6.2 You represent and warrant that all intellectual property rights in and to the products submitted for listing in Kigalifaam Marketplace are duly licensed or owned by you. You specifically warrant that you have not copied the script or logic for the products from products developed by other vendors. You are solely responsible for ensuring that your products does not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any laws or regulations;
6.3 You represent that such any data shared is duly licensed or owned by you. You also understand that by licensing products along with data, you grant the Customers a license to use such data;
6.4 You agree not to use irrelevant tags, descriptions and screenshots for products submitted by you for listing on Kigalifaam Marketplace;
6.5 You acknowledge that other vendors may develop and post similar or otherwise competing products. You agree not to make any intellectual property right infringement claims against such vendors with respect to the similar or competing products independently developed by them;
6.6 You agree to include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to Customers.
6.7 You may grant Customers the right to modify your products. If you permit the Customers to modify the products, you are entirely responsible for entering into a suitable agreement with them;
6.8 You agree not to take any action that interferes with, damage or create a load on Kigalifaam Marketplace;
6.9 You agree not to make any representations with respect to Kigalifaam Marketplace or your products that violates any law;
6.10 You agree to conduct yourself in a professional manner and not to disparage the goodwill of Kigalifaam or Kigalifaam Marketplace.
7. Additional Terms
7.1 Kigalifaam Independent Development: You understand and acknowledge that Kigalifaam may be independently creating features, products, content, products or services that may be similar to or competitive with your products (“Kigalifaam products”) and nothing in this Agreement will be construed as restricting or preventing Kigalifaam from doing so.
7.2 Ownership: You retain ownership of any intellectual property rights in your products. Kigalifaam owns all rights, title, and interest, including all intellectual property rights in Kigalifaam products, Kigalifaam Services, APIs, documentation, Kigalifaam Trademarks and Kigalifaam Marketplace (“Kigalifaam Materials”).
7.3 Feedback: You may provide Kigalifaam with comments concerning the products, Kigalifaam products or Kigalifaam Marketplace (collectively, “Feedback”). You hereby grant Kigalifaam all rights, title and ownership of such Feedback (including all intellectual property rights therein), and Kigalifaam may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
7.4 Trademarks: Your use of any of Kigalifaam’s trademarks, logos or trade names (collectively, “Kigalifaam Marks”) must comply with any guidelines published by Kigalifaam with respect to use of the Kigalifaam Marks. You may not modify or alter the Kigalifaam Marks or use them in a confusing way, including without limitation suggesting any sponsorship or endorsement by Kigalifaam. You may not use the Kigalifaam Marks, or any part thereof, as part of your company name, trademarks or service marks. Kigalifaam may terminate your license to use the Kigalifaam Marks at any time for any or no reason.
7.5 Kigalifaam’s Control of Marketplace: Kigalifaam may, in its sole discretion, determine whether to make available or list products in the Kigalifaam Marketplace. Kigalifaam may, in its sole discretion, stop any transaction, remove any products or take other actions as needed to restrict access to or availability of any products that do not comply with this Agreement or that otherwise might adversely affect Kigalifaam or the Customers. Inclusion of your products in the Kigalifaam Marketplace does not relieve you of your responsibility to comply with applicable laws or the obligations specified in this Agreement.
7.6 Kigalifaam’s Marketplace Operations: Kigalifaam maintains sole discretion to determine all features and operations of the Kigalifaam Marketplace. You acknowledge that Kigalifaam has no obligation to promote, distribute or list any products, or to continue to do so. With respect to the payments that are processed through Kigalifaam’s ordering and licensing management system, Kigalifaam is responsible for and has sole discretion related to collecting payments, addressing requests for refunds, and providing customer service related to its obligations. Kigalifaam will have sole ownership and control of all distribution and other data Kigalifaam obtained from Customers in connection with the Kigalifaam Marketplace, but will make available certain information to you.
7.7 Privacy of Customer information: As part of offering your products on Kigalifaam Marketplace, (i) you may collect certain information from Customers some of which may include personally identifiable information (“Vendor Collected Customer Data”); and (ii) Kigalifaam may share with you certain personally identifiable information of Customers such as name, company name, physical address, email address and phone number (“Kigalifaam Collected Customer Data”) ((“Vendor Collected Customer Data” and “Kigalifaam Collected Customer Data” is hereby called “Customer Data”).
With respect to your use of Customer Data, you agree to:
1. Maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with industry standards;
2. Take all commercially reasonable and appropriate legal, organizational, and technical measures to protect Customer Data against (a) accidental or unlawful destruction (b) accidental loss, alteration or processing, and (c) unauthorized disclosure or access;
3. Comply with all applicable general privacy and data security laws;
4. Use Customer Data solely as permitted under this Agreement and for such other purposes solely as permitted by Customers;
5. Not disclose any Customer Data except as compelled by law or as expressly permitted in writing by Customers;
6. Provide legally adequate privacy notices to Customers and obtain all necessary consents in accordance with applicable general privacy and data security laws;
7. Inform Customers that Kigalifaam is responsible for the privacy, security or integrity of Vendor Collected Customer Data; and
8. Execute data protection agreement(s), upon request from Kigalifaam, to ensure compliance with applicable general privacy and data security laws.
7.8 Rating and Review of your products: Kigalifaam Marketplace allows Customers to rate and review products posted on Kigalifaam Marketplace. The ratings and reviews will be prominently displayed in the Kigalifaam Marketplace in various forms (aggregated, categorized or raw display of the ratings and reviews). The purpose of the ratings and reviews system is to provide a way for Customers to share their feedback about products on the Kigalifaam Marketplace.
7.9 Aggregated information: Kigalifaam may collect aggregate information, excluding any personally identifiable information with respect to the Kigalifaam Marketplace and your products. Kigalifaam reserves the right to exploit and use such aggregated information without any restrictions.
7.10 Export: You represent, warrant and certify to Kigalifaam that you will comply with all applicable export Laws.
8. Disclaimer of Warranties
KIGALIFAAM MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. KIGALIFAAM AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. KIGALIFAAM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (I) THAT USE OF KIGALIFAAM MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (II) THAT KIGALIFAAM WILL CONTINUE TO OFFER KIGALIFAAM MATERIALS.
9. Limitation of Liability
EXCEPT FOR YOUR (I) INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR (II) BREACH OF OBLIGATIONS UNDER SECTION 4, OR (III) INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF KIGALIFAAM’S INTELLECTUAL PROPERTY: (A) NEITHER YOU NOR KIGALIFAAM SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER YOUR OR KIGALIFAAM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE KIGALIFAAM MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED KIGALIFAAM’S MARGIN IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. FOR THE PURPOSES OF THIS AGREEMENT, “KIGALIFAAM’s MARGIN” MEANS THE AMOUNTS RECEIVED BY KIGALIFAAM FROM DISTRIBUTION OF YOUR PRODUCTS VIA KIGALIFAAM’S ORDERING AND LICENSING MANAGEMENT SYSTEM, MINUS THE AMOUNT KIGALIFAAM HAS PAID YOU.
You agree to indemnify, defend and hold Kigalifaam and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) arising out of any claim relating to any products or the use of products (including any claims made by or arising from Customers), or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims”). You agree not to settle a Claim without Kigalifaam’s prior written consent, which may not be unreasonably withheld.
As part of your participation in the Kigalifaam Marketplace, you may be given access to certain non-public information (“Kigalifaam Confidential Information”), which is confidential and proprietary to Kigalifaam. You may use Kigalifaam Confidential Information only as necessary in exercising your rights granted in this Agreement. You agree not to disclose Kigalifaam Confidential Information without Kigalifaam’s prior written consent. You agree that you will protect Kigalifaam Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
We may modify the Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to this Agreement that affect your rights, you will be provided with at least 14 days advance notice of the changes by email to your primary email address. If you do not agree to any of the proposed changes, you may terminate this Agreement within 14 days of being notified of the availability of the modified Agreement by (i) providing written notice of termination; and (ii) withdrawing all your products from the Kigalifaam Marketplace. Your continued participation in the Kigalifaam Marketplace after the effective date of any change to the Agreement will be deemed to be your acceptance to the modified Agreement.
13. Term and Termination
1. This Agreement will remain in effect until terminated by you or Kigalifaam. Either party may terminate this Agreement at any time and at no cost by providing thirty (30) days advance days written notice to the other party. In addition, either party may terminate this Agreement immediately upon written notice to the other party if the other party (i) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, or (ii) materially breaches any of its obligations under this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach, or (iii) breaches its confidentiality obligations under this Agreement, or (iv) infringes or misappropriates the terminating party’s intellectual property rights.
2. Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you, Kigalifaam may also terminate this Agreement (and/or terminate or suspend either your account on the Kigalifaam Marketplace or this Agreement with respect to any particular products), if (i) Kigalifaam ceases to operate the Kigalifaam Marketplace, or (ii) you violate Kigalifaam Terms of Service or the Kigalifaam certification guidelines, or (iii) Kigalifaam determines (in its discretion) that your participation in the Kigalifaam Marketplace could result in legal or business liability to Kigalifaam or any third party or otherwise harm Kigalifaam Marketplace or other Kigalifaam Marketplace vendors or Customers.
3. Effect of Termination: Following any termination or expiration of this Agreement or withdrawal of your products from the Kigalifaam Marketplace, (i) you agree to arrange for ongoing support for a period of six (6) months for Customers who have purchased your products through the Kigalifaam Marketplace; and (ii) Kigalifaam may, in its discretion, un-list your products from the Kigalifaam Marketplace. Termination of this Agreement does not affect the license rights of Customers who have purchased your products or change your obligation to support such products. All terms and provisions of this Agreement, including any and all amendments hereto, which by their nature are intended to survive any termination or expiration of this Agreement, shall therefore survive.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate in good faith with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Kigali International Arbitration Centre or the East Africa Court of Justice. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Rwanda and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Kigalifaam may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
15. Governing Law
This Agreement shall be construed, interpreted and governed by the laws Rwanda exclusive of its conflicts of law provisions. The parties irrevocably submit to the jurisdiction of Rwanda and waive any claim in respect of inconvenience thereof.
This Agreement constitutes the entire agreement between you and Kigalifaam with respect to its subject matter and supersedes and merges all prior proposals, understandings and communications. This Agreement may not be amended except in writing signed by both parties or as provided in Section 12 (Changes) above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Laws, and the remainder of this Agreement will remain in full force and effect. Each party will bear its own costs and expenses in performing this Agreement. You acknowledge and agree that Kigalifaam’s affiliates, contractors and service providers may exercise all rights of Kigalifaam under this Agreement, including Kigalifaam’s license rights. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. You may not assign, transfer or delegate any right or obligations under this Agreement and any non-permitted assignment is void. Kigalifaam may assign this Agreement and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which this Agreement relates. This Agreement does not create or imply any partnership, agency or joint venture.
FREQUENTLY ASKED QUESTIONS:
- My product needs more than a day to be made. Are we able to let a consumer know that so that they don’t expect next day delivery?
Yes. We can add that in the description in the site stating whatever delivery time is required.
- Do you need the photo to be in square format or rectangular format in order to upload them on the website?
- Is it possible to let consumers know that color and other details of the products may vary depending on quality of photo and other factors*
Yes. To reduce on returns, we will put that as a caveat in all artisanal products
- Please expound on how the uploaded photos should look like with the descriptions, measurements etc
The pic should be high def on a white or very light background with the description written below the pic which we are able to crop out before uploading the photo on the site. See example
- My product is sensitive, do I have to store it with you?
The terms and conditions shared can’t possibly work for all vendors. We are very flexible in how we can ensure products ordered get to the customer and it isn’t a must the product is in our hub. What is important is that the product is with us when ordered by a consumer
- Is there a joining fee?
No, joining and exiting is free. To leave the platform, you need to give 30 days notice. The only thing we request is to get a wholesale price that’s *25% lower than your usual retail price* so that we are able to sell the products same price as you usually do
- I don’t know how to input pictures and info on a website
You don’t need to stress yourself with that. Through the application form you send in, we handle all the backend work of running your ‘shops’ on the site.
- Can I receive the order via whatsapp?
No. When a consumer places an order online, we will receive a notification via email which initiates the process of confirming payments, orders and deliveries. All communication will be done via email to be able to keep track
- Will you be selling only in Kigali?
We will start with promoting products in Kigali, then Rwanda, Regional and end goal is worldwide shipping
Is there a deadline for application?
To take advantage of the hype the launch will bring, it will be good if you fill in the form before 6th Aug. If you aren’t ready, you can join anytime
- What’s the time frame for consumers to return products they aren’t happy with?
We are giving consumers 48hrs to raise any issues with products
- How can I setup a SPENN account?
We will help with setup once you have applied and been approved
- I don’t have RSB or FDA certification
While we are willing to support you as MSMEs, it is important that you get necessary certification depending on the class of your products. We can guide you on this as your products are online
- I’m not VAT registered
We have an accountant on board willing to assist with VAT registration
- I’m not registered with RDB
Registering a business is easy and straightforward through RDB online. It takes as little as 3hrs and as a much as 8hrs for your business to be registered
Let us know if you have any other questions by reaching us on the contacts on page 1
© 2020, Kigali Farmers’ And Artisans’ Market Ltd. All Rights Reserved.