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Terms and Conditions

AG VALUE ONLINE TRADING AND INFORMATION SYSTEM

ONLINE SERVICES AGREEMENT

IMPORTANT NOTICE: permission to use the Service (defined below) is conditional upon you agreeing to the terms set out below.

You will not be able to use the Service until you have read and accepted all the terms of this Agreement. If you are an employee, agent or other representative of a legal entity comprising the Subscriber, then your acceptance binds the Subscriber to the terms of this Agreement.

By clicking the "I ACCEPT " button, you warrant and confirm that you have the legal right and ability to enter into this contract on your own behalf or, if you are entering into this Agreement on behalf of a legal entity comprising the Subscriber, that you have the authority to agree to the terms of this Agreement on behalf of that Subscriber.

By selecting the "I ACCEPT" button at the bottom of this screen, you confirm your agreement to and your acceptance of the following terms on your own behalf or, if you are an employee or agent of a corporation, income trust, partnership or other legal entity comprising the Subscriber, then on behalf of that Subscriber.

If you do not wish to accept the following terms, do not click on the "I ACCEPT " button. Instead, click on the “I DECLINE” button.

 

CONTENT OF SCROLLABLE TERMS AND CONDITIONS BOX WITH I ACCEPT AND I DECLINE BUTTONS UNDERNEATH SCROLL BOX

TERMS AND CONDITIONS

  1. INTERPRETATION
  1. In this agreement:
  1. Access” means to retrieve Information, to display the Information retrieved on a computer display monitor forming part of a computer workstation, to enter Subscriber Order information, and to print the retrieved and displayed Information for Subscriber’s own internal use only (but not for re-sale or distribution to any third party).
  1. Agreement” means these terms and conditions.
  1. Authorized User” means those employees and Consultants of Subscriber authorized by Subscriber to Access the Information through the Service.
  1. AVG” means Ag Value Group 2001 Inc.
  1. Consultant” means a person providing consulting services to the Subscriber, and who has agreed in writing to be bound by this Agreement as part of such services, as if such person were an employee of the Subscriber.
  1. Information” means the agricultural commodities trading information provided by means of the Service.
  1. Internet” means that certain global network of computers commonly referred to as the Internet.
  1. License” means the license granted in this Agreement to Access the Service.
  1. Password” means the user name and password assigned by AVG to each Authorized User for purposes of using the Service to Access the Information.
  1. Policy Statement” means any written statement of policies (in printed or electronic form) concerning Subscriber use of the Service and Access to the Information as may be adopted by AVG and as modified by AVG from time to time.
  1. Service” means the agricultural commodities trading system operated by or on behalf of AVG and available for Access through a secure website on the Internet.
  1. Subscriber” means you, if you are an individual contracting on your own behalf or, if you are entering into this Agreement as the representative of the legal entity identified as the Subscriber on the Subscriber registration webpage, means that legal entity.
  1. Subscriber Order” means information entered by an Authorized User with respect to a Trade.
  1. Term” has the meaning given it in section 3.1 below.
  1. Trade” means a sale or purchase transaction to be conducted by AVG on behalf of the Subscriber, using the Service.
  1. Unauthorized Access” means any Access to the Information or the Service by:
  1. an Unauthorized User, or
  1. by an Authorized User for purposes other than using the Service to Access the Information.
  1. Unauthorized User” means any individual who accesses the Information or the Service other than AVG personnel or Authorized Users.
  1. Headings

The headings to articles, sections and subsections to this Agreement are for ease of reference only, but are deemed to not form part of the Agreement and must not be used to interpret any part of this Agreement.

  1. Drafting

The parties acknowledge that their respective legal counsel have each reviewed and participated in the drafting of this Agreement, and as a result any rule of contractual interpretation to the effect that any ambiguity is to be resolved against the drafting party does not apply to the interpretation of this Agreement.

  1. References
  1. the terms “Article”, “Section” and “Subsection” followed by a number or letter or both, means or refers to a specific Article, Section or Subsection of this Agreement.
  1. a reference to “this Agreement” is a reference to the entire agreement and not only one particular Article or Section, a reference to an “Article” is a reference to the contents of only that Article of this Agreement, a reference to “Section” is a reference to the contents of only that Section and a reference to “Subsection” is a reference to the contents of only that Subsection.
  1. a reference to “will” or “shall” means that the party must perform the matter so described; a reference to “may” means that the party has the option, but not the obligation, to perform the matter so described.
  1. where the context so requires, a reference to one gender means the other or neuter gender, and a reference to a single number means the plural, and vice versa.
  1. the words “including”, “included” or “include” shall not be construed to limit or restrict the generality of the matter that proceeds it.
  1. Governing Law

The laws of the Province of Alberta govern this Agreement. The parties will conduct all legal actions concerning this Agreement only in Alberta courts; provided, however that AVG may commence legal proceedings in other jurisdictions to enforce a judgment, order or decree of an Alberta court.

  1. Severable Provisions

If any section is illegal, invalid or unenforceable, then that section of this Agreement is deemed deleted from this Agreement. That deletion does not affect the legality, validity or enforceability of the rest of this Agreement, and the parties acknowledge that they each would have signed this Agreement in the absence of the deleted section.

  1. Entire Agreement

This is the entire agreement between the parties with respect to the matters addressed in this Agreement. This Agreement replaces all discussions, proposals and previous agreements between the parties respecting the subject matter of this Agreement. This Agreement may not be amended or modified in any respect except by a written instrument signed by the parties.

PROVISION OF SERVICE

  1. Access

AVG hereby grants each Authorized User a non-exclusive and non-transferable license to Access the Information using the Service during the Term, subject to the terms and provisions of this Agreement. Subscriber shall ensure that each Authorized User only Accesses the Information through the Service, only for the purposes permitted by this Agreement, and only in the manner permitted by this Agreement.

  1. Password

AVG shall assign each Authorized User a unique Password for purposes of accessing the Information through the Service during the Term. Subscriber hereby accepts responsibility for, and shall be liable for, all access to the Information and Service in connection with all Passwords. Subscriber and each Authorized User shall access the Information only through the Service and only using the Passwords. Subscriber shall be responsible for the confidentiality and maintenance of the Passwords. Modification and termination of the Passwords shall be subject to written approval of AVG. Neither Subscriber nor any Authorized User can transfer any Password, and any purported transfer of a Password shall be void.

  1. Unauthorized Access

Subscriber shall prevent Unauthorized Users from accessing the Information and the Service using any Password provided by AVG to Subscriber. Subscriber shall prevent Unauthorized Access to the Information and the Service using any Password provided by AVG to Subscriber.

  1. Lawful Purpose

Subscriber represents and warrants that Access to the Service by Subscriber and its Authorized Users shall not violate any contract, statute, rule, regulation or other obligation under which Subscriber is bound. Subscriber represents and warrants that Subscriber shall not Access or permit its Authorized Users to Access the Information to conduct or solicit the performance of any business or activity that is tortious or prohibited by law.

  1. Policy Statements

Subscriber shall comply (and cause its Authorized Users to comply) with all Policy Statements issued from time to time by AVG. AVG may modify Policy Statements from time to time in the exclusive discretion of AVG. Each such Policy Statement shall be deemed accepted and approved by Subscriber upon AVG giving notice to Subscriber as provided under Section 7.3 of this Agreement.

  1. Support Services

AVG may in its sole discretion provide such support services to Subscriber (including telephone support services) with respect to Subscriber’s use of the Service and the Information, as AVG chooses from time to time.

  1. Means of Access

Subscriber shall pay all costs it incurs in accessing the Information and using the Service, including (without limitation) all telecommunications charges. The Service provided to Subscriber by AVG does not include Internet Service AVG (ISP) accounts. Subscriber hereby acknowledges and agrees that AVG shall have no obligation to provide Subscriber access to the Internet. Subscriber shall be solely responsible for acquiring, purchasing, installing, configuring, maintaining, updating, and implementing the computer system for accessing the Internet, including (without limitation) computer software, Internet access software, computer hardware and telecommunication equipment and all fees, costs, and expenses in connection therewith.

  1. Service Level

AVG shall make reasonable efforts to make the Service and the Information available to Subscriber 24 hours each day of every day during the Term, except for downtime that is attributable to:

  1. scheduled network, software, hardware, or service maintenance or upgrades;
  1. the acts or omissions of Subscriber, Subscriber’s Authorized Users, or any Unauthorized Users gaining access to the Information by means of a Password issued to Subscriber or an Authorized User; or
  1. a failure of the Internet and/or public switched telephone network.
  1. Subscriber Orders
  1. If an Authorized User enters a Subscriber Order as part of such Authorized User’s Access, then the entry of such Subscriber Order is an irrevocable authorization to AVG to initiate a Trade based on such Subscriber Order.
  1. If an Authorized User enters a Subscriber Order as part of such Authorized User’s Access, then AVG:
  1. in its sole discretion can initiate a Trade based on the information contained in the Subscriber Order, or
  1. in its sole discretion not initiate such a Trade.
  1. If AVG initiates a Trade based on a Subscriber Order, then AVG is not liable to Subscriber for any damages or loss to Subscriber as a result of any error in the Subscriber Order.
  1. TERM AND TERMINATION
  1. Your browser may not support display of this image.Term

This Agreement commences on the date on which Subscriber accepts this Agreement and continues indefinitely thereafter until terminated as provided for in this Agreement (the “Term”).

  1. Termination Limitations

This Agreement shall only be terminated or cancelled as provided under this Article 3.

  1. General Termination

Either party may terminate this Agreement upon providing 30 days advance written notice of termination to other party.

  1. Termination for Breach

AVG may terminate this Agreement immediately in each of the following cases:

  1. any breach of this Agreement by Subscriber, or
  1. the bankruptcy, insolvency, winding-up or dissolution of Subscriber.
  1. Deactivation and Removal

Upon termination of the Agreement, AVG shall have the right to disable all Passwords and terminate all Subscriber Access to the Information and the Service.

  1. FEES
  1. Subscriber Fees

Subscriber shall pay to AVG such fees as AVG specifies from time to time (the “Subscriber Fees”). AVG may change the Subscriber Fees at any time upon notice to Subscriber, such changes to apply to all future use of the Service by Subscriber beyond the period for which Subscriber has already paid Subscriber Fees.

  1. Invoices
  1. AVG may issue invoices to Subscriber for the Subscriber Fees.
  1. Each invoice is due upon its issuance by AVG to Subscriber.
  1. Interest
  1. If Subscriber fails to make any payment pursuant to this Agreement when due, then Subscriber shall pay AVG interest monthly, calculated from the due date for the payment in question at the rate of 1% per month (12% per year) on all amounts which are outstanding for more than 30 days after payment is due, until the date of actual payment, whether before or after judgment.
  1. Subscriber shall pay all costs and expenses of AVG incurred in collecting payment of any overdue amount or interest from Subscriber, including all actual legal fees and expenses paid or payable by AVG.
  1. Taxes

Subscriber shall pay all taxes and levies applicable to payments to be made by Subscriber pursuant to this Agreement, including but not limited to all Goods and Services Tax, sales taxes and other taxes and levies required by law to be paid in addition or as a consequence of any payment to be made by Subscriber pursuant to this Agreement.

  1. No withholding

Subscriber shall not, on grounds of the alleged non-performance by AVG of its obligations under this Agreement, withhold payment of any amounts due to AVG pursuant to this Agreement.

  1. INTELLECTUAL PROPERTY
  1. Ownership

Subject to the limited license and rights granted in this Agreement to Subscriber, AVG retains sole and exclusive right, title and interest in and to the Information and the Service, including all intellectual property rights to patents, copyrights, trademarks and trade secrets in connection therewith.

  1. No Contest

Subscriber shall not contest or aid in contesting the ownership or validity of the patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights of AVG in connection with the Information and the Service.

  1. Reverse Engineering

Subscriber shall not reverse engineer the Service and shall use reasonable efforts to prevent reverse engineering of the Service.

  1. No Copying

Subscriber shall not copy the Information and shall not allow the Information to be copied without the prior written consent of AVG.

  1. Information

AVG retains all right, title and interest, including the copyright in the Information and all derivative works created from the Information.

  1. Non-competition

Subscriber shall not (directly or indirectly) promote, advertise, market or provide any product or service similar to or competitive with the Service.

  1. Confidentiality

Except to its Authorized Users, Subscriber shall keep confidential:

  1. the existence of the Service,
  1. the structure and operation of the Service, and
  1. the Information.

Subscriber shall cause all its Authorized Users to comply with the provisions of this section.

  1. WARRANTY, LIABILITY AND LIMITATIONS
  1. Warranty Exclusion

AVG hereby disclaims and Subscriber hereby waives all warranties, express or implied, including, but not limited to, all implied warranties of fitness for a particular purpose and all implied warranties of merchantability. The Information and the Service are provided “as is” without warranty of any kind. AVG does not guarantee or warrant the accuracy, completeness or usefulness of the Information. AVG does not make any warranty and Subscriber hereby waives any and all warranties as to the results obtained from the Service or as to the accuracy or reliability of the Information. Subscriber hereby acknowledges and agrees that use of the Service shall be at the sole and exclusive risk of Subscriber and subject to the restrictions, terms and conditions, rules, regulations, policies, applicable laws and the Policy Statements governing the Service and the Information. AVG shall not be liable under any circumstances for harm or damages resulting from or arising out of Subscriber inability to use the Service or the Information.

  1. Inaccuracies

Subscriber hereby acknowledges that the Information may contain errors, inaccuracies and omissions. AVG shall not be responsible for editing, correcting, modifying, reviewing or deleting any such Information. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber’s Access to and use of the Service.

  1. No Damages

AVG shall not be liable to Subscriber for any direct, indirect or consequential, exemplary, incidental, aggravated or punitive damages, regardless of whether AVG has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.

  1. No liability

AVG shall not be liable to Subscriber for failing to perform its obligations hereunder because of any circumstances.

  1. Indemnification

Subscriber shall release, defend, indemnify and hold harmless AVG (including all legal fees and expenses paid or payable by AVG) from and against any and all claims, liability, losses and damages arising in connection with:

  1. Subscriber Access to the Service;
  1. use of the Service by Subscriber;
  1. the Information; and
  1. breach of this Agreement by Subscriber.
  1. GENERAL
  1. Survival

The terms and provisions of Section 3.5 and Articles 1, 5 , 6 and 7 of this Agreement shall survive termination of this Agreement.

  1. Changes to Agreement

Upon notice by AVG to Subscriber, AVG from time to time may amend these terms and conditions, and the terms and conditions as amended shall govern the parties to this Agreement for all Access occurring on or after the effective date of each such amendment.

  1. Notices
  1. AVG may give any notice to Subscriber at the physical address provided by Subscriber in the Subscriber registration, or by electronic means to any electronic address provided by Subscriber in the Subscriber registration.
  1. All notices shall be in writing or delivered by electronic means. “Electronic means” includes creation, recording, transmittal and storage in digital form or in any other intangible form by electronic, magnetic or optical means or by any other means that have similar capabilities for creation, recording, transmission or storage, but specifically excludes “instant messaging” and other electronic means which do not permit the storage and reproduction of any message communicated by such electronic means.
  1. Notices are deemed delivered:
  1. when delivered by electronic means, when the notice enters the recipient’s information system and becomes capable of being retrieved and processed by the recipient,
  1. when delivery personally or by courier, upon their arrival at the recipient’s address for service,
  1. when delivered by registered mail, upon their arrival at the recipient’s address for service, whether or not accepted by the recipient.
  1. Waiver

Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.

  1. Assignment

This agreement may be assigned by AVG. Subscriber may not assign this Agreement without the prior written consent of AVG, which consent AVG may grant or withhold in its sole and arbitrary discretion.

  1. Enurement

This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

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