Effective Date: October 19, 2020
Last Modified: October 18, 2020
1. Acceptance of the Terms of Use
Welcome to Agricultural Commodities Bourse, Inc.’s Website. These terms of use are entered into by and between You and Agricultural Commodities Bourse, Inc., a Delaware corporation (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.agriculturalbourse.com, including any content, functionality, and services offered on or through www.agriculturalbourse.com (the “Website”), whether as a guest or a registered user.
Please read the Terms of Use carefully before You start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://agriculturalbourse.com/privacy-policy, incorporated herein by reference. If You do not want to agree to these Terms of Use or the Privacy Policy, You must not access or use the Website.
This Website is offered and available to anyone who may wish to visit and review our general website, but only approved users may form a binding contract and transact business on this Website. This Website and all terms of use are exclusively for business-to-business transactions and no portion of these terms are intended for use by any person for personal, family or household purposes. By using this Website, You represent and warrant that You are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website.
2. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page each time You access this Website so You are aware of any changes, as they are binding on You.
3. Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
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- Making all arrangements necessary for You to have access to the Website.
- Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, You may be asked to provide certain registration and storefront setup details or other information. It is a condition of your use of the Website that all the information You provide on the Website is correct, current, and complete. You agree that all information You provide to register and/or establish and set up Your storefront in connection with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy , and You consent to all actions we take with respect to your information consistent with our Privacy Policy.
If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that your account is personal to You and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that You exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any features and functions provided by the Website at any time in our sole discretion for any or no reason, including, but not limited to, any user name, password, or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms of Use.
4. Your Account
You may need your own account to use certain Company’s services on our Website, and You may be required to be logged in to the account and have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account and password.
5. Intellectual Property Rights
The Website and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit You to use the Website for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
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- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Website for your own personal, commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, commercial use, provided You agree to be bound by our end user license agreement for such applications.
- If we or registered users of our Website elect to provide social media features, including our vendors who will be permitted to publish their own articles and invite comments, like a blog, as part of their storefront within our Website, You may take such actions as are enabled by such features.
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- Modify copies of any materials from this site, except to the extent that various materials on the Website that may be provided by approved users may be periodically updated by them, such as images of the product, their logo, food safety certificates and PACA licensee information.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
Except for the specific commercial transactions that You have been approved to use by us in connection with this website, You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
To the extent the Company name, the terms and all related names, logos, product and service names, designs, and slogans are or become trademarks of the Company or its affiliates or licensors (whether or not registered), You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website may be the trademarks of their respective owners.
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
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- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
- To transmit, or procure the sending of, any advertising or promotional, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, You agree not to:
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- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, vendor storefronts, blogs, various messaging facilities such as inquiries, support tickets, direct messages, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution You post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
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- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by You or any other user of the Website.
9. Monitoring and Enforcement; Termination
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- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
- Disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
- Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
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- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy .
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, except that third-party contributions, in connection with storefronts for approved vendors, may be authorized to have promotions, advertising, coupons, etc. on their storefront (and only their storefront) and within the features/functions we provide as part of the Website.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
11. Copyright Infringement
If You believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
12. Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes and to enable You to perform transactions related to the sale and purchase of Goods, or any other related matters in respect thereto. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
14. Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
15. Online Purchases and Other Terms and Conditions
All transactions and purchases made through or in connection with our Website for the sale of goods or services through the Website, or resulting from visits made by You to the Website, are governed by separate written agreements that we may require You to sign before You are permitted to transact business, which agreements may include, a Master Promissory Note (if You are a buyer of Goods and receive financial accommodations from any of our affiliates), our different forms of Service Agreements and any additional agreements which now or may hereafter be established with registered users of the Website (collectively, “Terms of Sale Agreements”) that, as applicable, You will be or have previously agreed to and/or signed, which Terms of Sale Agreements shall operate in conjunction with these Terms of Use.
16. Linking to the Website and Social Media Features
You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent.
This Website may provide certain social media features that enable You to:
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- Link from your own or certain third-party websites to certain content on this Website.
- Send emails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not:
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- Establish a link from any website that is not owned by You.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
- Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
The website from which You are linking, or on which You make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.
18. Other Businesses
Parties other than Company may be authorized by us to provide services or sell product lines through the Website. In addition, we may provide links to the sites of affiliated companies and certain other businesses. If You purchase any of the products or services offered by these businesses (including sole proprietorships), You are purchasing directly from those third parties, not from Company. Company will at no time be responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses (including sole proprietorships) (including the content of their Websites). Company does not assume any responsibility or liability of the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
The Company is a State of Delaware corporation. We provide this Website for use only by persons located in the United States or its territories and those specific foreign countries in which our registered users are located. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain foreign countries. If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.
20. Sanctions and Export Policy
You may not use any of our Website services if You are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where You are using our Website. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including Company Software), technology, and services.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
24. Electronic Communications
When you use our Website, or send emails, text messages, and other communications from your desktop or mobile device to us, You may be communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site or through the other Website services, and You can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website that are not otherwise governed by arbitration shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of Newark and County of New Castle, although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
You agree that You may only bring a claim in your individual capacity and not as a plaintiff (lead or otherwise) or class member in any purported class or representative proceeding. You further agree that the arbitrator may not consolidate proceedings or claims or otherwise preside over any form of a representative or class proceeding.
You and Company, and each of their respective agents, corporate parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns, agree to arbitration as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to the Website and all User Terms.
Arbitration is more informal way to settle disputes than a lawsuit in court. A neutral arbitrator instead of a judge or jury is used in arbitration, which allows for more limited discovery than in court, and is subject to very limited review by courts. The same damages and relief that a court can award can be awarded by arbitrators. Please see more information about arbitration at http://www.adr.org.
A party which intends to seek arbitration must first send to the other a written notice of intent to arbitrate (an “Arbitration Notice”). The Notice to Company must be addressed to: Agricultural Commodities Bourse Inc., c/o Richard Kostas, 1010 Cass Street, Suite D-8, Monterey, CA 93940, Email: [email protected] (as applicable, the “Arbitration Notice Address”). The Notice shall (i) describe the basis and nature of the claim or dispute; and (ii) set the specific relief sought (the “Demand”). If You and Company do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, then either may commence an arbitration proceeding as set forth below.
THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL EXCLUSIVELY ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES (the “Rules”), AS MODIFIED BY THESE TERMS.
If You commence arbitration against Company, You are required to provide a second Notice to Company at the Arbitration Notice Address within seven (7) days of arbitration commencement. The Rules and AAA forms are available online at http://www.adr.org.
The arbitration shall be conducted exclusively in English. A single, independent and impartial arbitrator with his or her primary place of business in Newark, Delaware will be appointed pursuant to the Rules, as modified herein.
To the fullest extent permitted under law, You and Company agree that You and Company may bring claims against the other only in either’s individual capacity and not as a plaintiff or class member in any purported class, representative, or consolidated proceeding. Further, You agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific provision is found to be unenforceable, then the entirety of this mandatory arbitration section will be null and void.
The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of the Terms of Use, the Privacy Policy, this arbitration provision and any other agreements between You and the Company that are performed in conjunction with these Terms of Use. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration clause can be enforced against a non-party to these Terms of Use and whether a non-party to these Terms of Use can enforce its provision against either Party.
Barring extraordinary circumstances, the arbitrator will issue his or her final, confidential decision within one hundred twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional thirty (30) days upon a showing of good cause and in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Delaware without regard to its conflicts of laws principles in conducting the arbitration. You acknowledge that these terms and its use of the Website evidences a transaction involving interstate commerce, the United States Federal Arbitration Act (“FAA”) will govern the interpretation, enforcement, and proceedings pursuant to this section and any award rendered shall be final, subject to appeal under the FAA.
You and Company agree that, notwithstanding any other rights a party may have at law or in equity, any claim arising out of or related to these Terms of Use (including the Privacy Policy) or the Website, must be initiated with the AAA within one (1) year after the claim accrues, otherwise, such cause of action is permanently and forever barred. This one (1) year period includes the thirty (30) day pre-dispute procedure set forth above.
All claims You may bring against Company must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should You file a claim contrary to this section, Company may recover attorneys’ fees and reimbursement of its costs, provided that Company has notified You in writing of the improperly filed claim, and You fail to promptly withdraw such claim.
In the event that Company makes any material change to this arbitration provision (other than a change to its Arbitration Notice Address), You may reject any such change by sending Company written notice to Company’s Arbitration Notice Address within thirty (30) days of the change, in which case your license to use the Website will terminate immediately, and this section, as in effect immediately prior to the amendments You reject, will survive the termination of these Terms of Use.
If any portion of this section is found to be unenforceable, then, within ten (10) days thereafter, the party affected shall have the option to declare the entirety of this section null and void ab initio and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 25 will govern any action arising out of or related to these Terms of Use.
YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE ITS CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.
27. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Regarding Your use of the Website, the Terms of Use, our Privacy Policy, our Copyright Policy and Terms of Sale Agreements, collectively constitute the sole and entire agreement between You and Company and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
30. Your Comments and Concerns
This website is operated by Agricultural Commodities Bourse, Inc. a Delaware corporation with a principal place of business at 200 Continental Drive, Suite 401, Newark, Delaware 19713.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set out therein.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].