Ag Exchange grants the Member a limited, non-exclusive, non-transferable license to use the Website for its intended purpose provided the Member:
The Member acknowledges:
The Member acknowledges:
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.
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.
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.
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:
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.
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.
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:
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.
The Member acknowledges: