Ag Exchange grants the Member a limited, non-exclusive, non-transferable license to use the Website for its intended purpose provided the Member:
- uses the Service only for its intended purpose;
- ensures that only persons authorized by the Member may access and use the Service;
- shall be responsible for obtaining and maintaining any computer equipment that may be required to access the Service;
- protects the confidentiality of the password granting access to its account and personal identification number (“PIN”) that will be assigned to it by Ag Exchange as well as the passwords and PINs that the Member will generate from time to time;
- notifies Ag Exchange and ceases use of its account if it becomes aware of the loss or theft of the account PIN or password or suspects a security breach or failure of the Service security facilities;
- follows all rules and procedures for access to and use of the Service as established (and amended upon notice to the Member on the Service or the Website or by other means) by Ag Exchange, from time to time; and
- complies with all applicable laws and regulations or all applicable governmental authorities and with all requests by Ag Exchange or such governmental authorities for access to information and documents in order to ensure compliance with all applicable laws or regulations.
3. Licensing and Permissions
The Member acknowledges:
- all Member activities on the Service are governed by the permissions granted by that Member’s license (access to and ability to use features on the Service, collectively the “Permissions”);
- there exist multiple license types on the Service and both the number of license types and the permissions granted by a given license type may change at the sole discretion of Ag Exchange;
- only specific license types allow the Member to engage in marketing and purchasing activities;
- attempting to bypass the license permission constraints is grounds for termination of the Member agreement, such termination to be at the sole discretion of Ag Exchange.
4. Facilitation of Trades
The Member acknowledges:
- for Members granted licenses with purchase or sale permissions, the Service facilitates the purchase and sale of commodities between Members;
- members can initiate offers to purchase from other Members and Members can initiate offers to sell to other Members (collectively the “Offer(s)”);
- an Offer is composed of the details of the transaction (an offer to purchase (collectively a “Bid”) or an offer to sell (collectively an “Ask”) and, if required, any associated terms and conditions bound to the Offer as attachments (collectively, the Bid or Ask and the attachments form the “Contract”);
- the initiating Member shall confirm their legally binding Contract offer upon entering their PIN;
- the receiving Member shall confirm their legally binding acceptance of the Contract by entering their PIN;
- if the Member is the initiating Member, the Member confirms that the act of entering their PIN is their virtual signatures for the transaction and that their virtual signature shall bind the Member to the Contract in the same manner as their physical signature upon a physical copy of the Contract;
- if the Member is the receiving Member, the Member confirms that the act of entering their PIN is their virtual signatures for the transaction and that their virtual signature shall bind the Member to the Contract in the same manner as their physical signature upon a physical copy of the Contract;
- if the Member is the initiating Member, the Member agrees that their use of their Member’s PIN binds the Member to the terms and conditions of the Contract;
- if the Member is the receiving Member, the Member agrees that their use of their Member’s PIN binds the Member to the terms and conditions of the Contract; and
- Ag Exchange is not a party to the Contract, it is not an agent of either party and it is not responsible for any representation or warranties made by either Member.
You may not use, distribute, sell, modify, transit, revise, reverse engineer, republish, post or create derivative works (where applicable) of the trade-marks, trade names, logos, design, layout, information, data, software, applications, interactive features, tools, services or other material or content on or made available through the Website (referred to collectively, as the “Content” of the Website) without Ag Exchange’s prior written permission. You acknowledge and agree that the Website and its Content are the property of Ag Exchange, its affiliates and Service Providers and you will not acquire any rights or licenses in any trade-marks, patents, copyright or other intellectual property on the Website or in its content. The Website and its content are protected by copyright, both individually and as a collective work or compilation and by trade-mark law, patent law and any other applicable laws.
6. Disclaimer of Warranties
THE SERVICE AND ALL INFORMATION AND DATA CONVEYED TO THE MEMBER ARE PROVIDED STRICTLY ON AN “AS IS” BASIS AT MEMBER’S SOLE RISK. NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR PROMISES ARE BEING MADE BY AG EXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, DEALERS, THIRD PARTY CONTENT PROVIDERS OR AGENTS, TO THE MEMBERS OR ANY OTHER PERSON REGARDING THE SERVICE, INFORMATION PLACED ON THE SERVICE BY EITHER MEMBERS OR THE INFORMATION, CONTENT OR DATA FOUND ON THE SERVICE.
7. Advertising and Links
Ag Exchange may accept advertising from third parties and receive a fee from their advertising on the Website. No endorsement by Ag Exchange is intended or implied by the presence of such advertising.
The Website may contain links to a number of websites. The privacy policies and procedures described here do not apply to those websites. If you contact those websites directly you do so at your own risk. Ag Exchange is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those sites. Ag Exchange provides these links merely as a convenience and the inclusion of such links does not imply that Ag Exchange endorses or accepts any responsibility for the content or uses of such websites.
8. Intellectual Property
The Member acknowledges that it will not gain any intellectual property rights through its access to and use of the Service. Such intellectual property rights to the Service shall include all content placed on the Service including but not limited to Ag Exchange trademarks, third-party trademarks, text, graphics, data compilations, software, html code, xml code and any other code or items. The Member further acknowledges that it will not do anything that would affect or impair the intellectual property rights of Ag Exchange in the Service. In the event the Member recommends a change or alteration to the Service, Ag Exchange will own the intellectual property rights to any said change or alteration to the Service. The Member shall immediately notify Ag Exchange if it becomes aware of any claim adverse to the intellectual property rights of Ag Exchange.
The Member is not permitted use of any of the trademarks displayed on the Website (including without limitation those listed above) without the prior written consent of Ag Exchange or the third party that owns the trademark.
Ag Exchange will preserve the confidentiality of any information transmitted by the Member and will only permit the use of such information in order to maintain, and enhance the operation of the Service by it or persons who have an obligation imposed upon them by Ag Exchange to preserve the confidentiality of the information. Notwithstanding the foregoing, the Member agrees that information may be disclosed to the extent required to permit the Service to operate in the normal course of business, to comply with all applicable laws or regulations and/or to respond to requests from government or regulatory authorities. Except as required by applicable laws and regulations, the Member, its employees and agents, will hold information about the Service in strict confidence and will not disclose such information to third parties without the consent of the Member or use them for any purpose not contemplated by this Agreement. Notwithstanding the foregoing, Ag Exchange is entitled to aggregate information related to Service activities involving the Member and to disclose such aggregate information provided the aggregrated information does not explicitly identify the Member.
The restrictions set out in this section shall not apply to information that:
- is or becomes publicly known without breach of this Agreement by Ag Exchange,
- was legally obtained by Ag Exchange from a third party prior to receipt from the member,
- is subsequently legally obtained by Ag Exchange from a third party,
- is developed independently by Ag Exchange without reference to the Member’s information,
- is publicly available.
10. Protecting Information
Ag Exchange has reasonable security measures in place to protect against the loss, misuse and interception by third parties of the information under our control. However, complete confidentiality and security is not possible over the Internet. Ag Exchange assumes no liability for any damages the Member may suffer as a result of loss, interception, alteration or misuse of information you provide us or any information transmitted over the Internet. Refer to the Ag Exchange Group Data Policy for further details.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AG EXCHANGE, ITS AFFILIATES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE BY THE MEMBER, INFORMATION PLACED ON THE SERVICE OR ACCESS TO THE INFORMATION OR DATA FROM THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM AG EXCHANGE, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL OR OTHER INFORMATION, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO AG EXCHANGE’S RECORDS, PROGRAMS OR SERVICES.
AG EXCHANGE DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF THE DATA OR INFORMATION PROVIDED ON THE SERVICE AND IT WILL NOT ACCEPT ANY LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM ANY INACCURACIES OR OMISSIONS IN CONNECTION WITH SUCH INFORMATION OR DATA.
MEMBER SHALL NOT HOLD AG EXCHANGE LIABLE FOR ANY ERROR IN THE PURCHASE AND SALE OF GRAIN THROUGH THE USE OF THE SERVICE OR FOR ANY COMPLETED OR UNCOMPLETED TRANSACTION THROUGH THE USE OF THE SERVICE INCLUDING ANY ERROR IN RELATION TO AN ORDER OR REJECTION OF AN ORDER.
THE MEMBER SHALL NOT HOLD AG EXCHANGE LIABLE FOR ANY ACTIONS OR INACTIONS OF ANY OTHER MEMBER OR BREACH OF CONTRACT BY ANY OTHER MEMBER.
UNDER NO CIRCUMSTANCES WILL AG EXCHANGE’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EXCEED FIVE HUNDRED ($500.00) DOLLARS.
THE MEMBER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS AG EXCHANGE FROM AND AGAINST ANY LOSSES ARISING OUT OF OR RELATED TO THE USE OF (OR INABILITY TO USE) THE SERVICE OR ANY INFORMATION OR DATA FOUND ON, PRODUCED BY OR TRANSMITTED THROUGH THE SERVICE AS A RESULT OF AN ACTION BY THE MEMBER INCLUDING, WITHOUT LIMITATION, ANY UNAUTHORIZED USE OF THE SERVICE OR THE MEMBER’S USER ID, PIN OR PASSWORD AND ANY MATERIAL BREACH BY THE MEMBER OF ANY PROVISION OF THIS AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE DUE TO THE WILLFUL CONDUCT OR GROSS NEGLIGENCE OF AG EXCHANGE.
13. Termination and Extension
This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party upon thirty (30) days prior written notice. Ag Exchange will refund the Member a portion of the fees representing the charges for license to use the Service for the period from the date of actual termination to the expiry of the license period.
Notwithstanding the foregoing, Ag Exchange may terminate this Agreement immediately if the Member:
- enters inaccurate or misleading information on a regular basis;
- mines data available on the Service without authorization;
- undertakes third party marketing without authorization; or
- takes steps that contradict the purpose of membership in the Service.
Fees will not be refunded upon termination by Ag Exchange for a breach of this Agreement by the Member, as set out herein.
Any disputes in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act (Saskatchewan); provided, however, should any dispute arise under this Agreement, the parties shall endeavor to settle such dispute amicably between themselves. In the event that the parties fail to agree upon an amicable solution, such dispute shall be determined by arbitration as aforesaid.
15. General Provisions
The Member acknowledges:
- This Agreement shall be binding on the Member, its heirs, successors and permitted assigns. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors, and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation/liability of any third persons to any party to this Agreement, nor shall any provision in this Agreement give any third persons any right or subrogation or action over or against any party to this Agreement.
- The Member agrees to be responsible for the actions of its employees or agents who receive access to the Service through the Member and commit a breach of this Agreement.
- Any reference to currency in this Agreement or on the Service shall be in Canadian dollars unless otherwise specified.
- The parties acknowledge and agree that each is an independent contractor and not an agent or partner of the other party.
- Any prevention, delay or stoppage due to any event or condition not within the reasonable control of either party shall excuse the performance of that party of its obligations hereunder for a period equal to any such prevention, delay or stoppage.
- If any provision in this Agreement is held invalid and unenforceable, the validity and enforceability of any other provision shall not be affected.
- All notices required to be given under this Agreement may be delivered in person, by courier or through electronic means where proof of delivery may be verified.
- The Member may not assign it rights or obligation in whole or in part to any other party without the prior written consent and any assignment made in violation of the foregoing shall be null and void.
- This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan.
- Paragraphs 5, 6, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement.
- In order to meet the requirements of Canadian anti-spam laws, the Member consents to receive commercial electronic messages (in the form of emails, SMS (text) messages, news letters, news releases, etc.) from AG Exchange about the activities on the Service until such time as this consent is withdrawn.
- This Agreement may be executed in counterparts (including by facsimile or other electronic transmission of the Agreement with signatures), each of which shall be deemed to be an original.
Effective May 5, 2017