Terms of Use

Terms of Use

The following terms and conditions (“Terms of Website Use”) govern the relationship between you and AgriClear* in the use of the AgriClear.com website, located at www.agriclear.com (“the Website”). By using the Website, you are agreeing to comply with and be legally bound by the terms and conditions as set out in these Terms of Website Use. If these Terms of Website Use are not acceptable to you, please do not use the Website.

Note that anyone who registers as a User on the AgriClear Platform will be required to accept the terms of the User Agreement which are in addition to these Terms of Website Use and govern the purchase and sale of Products on the AgriClear Platform.

We may update these Terms of Website Use from time to time and you are responsible for periodically reviewing the most current version on the Website. Your continued use of the Website will be deemed your conclusive acceptance of the updated Terms of Website Use.

In these Terms of Website Use, the phrase “Service Providers” includes, but is not limited to, any licensors, suppliers, information providers or other third parties that provide, from time to time, any data, information, content, application, tool, feature or service for purposes of the Website.

Rights Granted and Restrictions on Use
AgriClear grants to you a limited non-exclusive, non-transferable license to view and print the material on the Website for your non-commercial or personal use only. All copies that you make must retain all copyright and other notices that are on the Website. Except as provided in the previous sentence, you may not use, distribute, sell, modify, transmit, 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 AgriClear’s prior written permission. You acknowledge and agree that the Website and its content are the property of AgriClear, 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.

Please note any additional disclaimers, terms and restrictions of use displayed on individual pages of the Website, including the Service Provider attributions and Terms of Website Use noted at the bottom of each information page of the Website, as your use of these pages is subject to and you are responsible for complying with these additional terms.

Your Authority to Use The Website
By using the Website, you are representing to us that you have the power and authority to accept these Terms of Website Use and to enter into this agreement with us, that you are capable of assuming, and do assume, any risks related to the use of the Website and its content, and that you understand and accept the terms, conditions and risks relating to their use. If you are dissatisfied with the Website or its content, your sole and exclusive remedy is to stop using it.

Disclaimers
The content on or made available through the Website is for informational purposes only and is not intended to provide legal, accounting, tax, investment, financial or other advice and such content should not be relied upon for such advice. AgriClear, its Service Providers and each of their respective affiliates, directors, officers, agents and representatives assume no liability for any inaccurate, delayed or incomplete content, nor for any actions taken in reliance thereon. The content contained on or made available through the Website, including without limitation, the content obtained through Service Providers or through any other link, has been supplied by such Service Providers or other third parties without verification by us. The views, opinions and advice of any third party provided on the Website reflect those of the individual authors and are not endorsed by us. Past performance is not necessarily indicative of future performance.

ALTHOUGH THE CONTENT HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, THE WEBSITE AND THE CONTENT COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS AND THEY ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. AGRICLEAR ITS AFFILIATES AND SERVICE PROVIDERS MAKE NO REPRESENTATION AND DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. AGRICLEAR, ITS AFFILIATES AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS.

No Damages
AGRICLEAR, ITS AFFILIATES, SERVICE PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE CONTENT OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER RESULTING FROM THE USE OF OR INABILITY TO USE ANY CONTENT ON OR MADE AVAILABLE THROUGH THE WEBSITE (OR A WEBSITE LINKED TO THE WEBSITE), OR ANY OTHER CAUSE; AND EVEN IF CAUSED BY AGRICLEAR’S OR ITS AFFILIATE’S OR SERVICE PROVIDERS’ NEGLIGENCE, AND EVEN IF ANY OF THEM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THESE TERMS OF WEBSITE USE.

Advertising and Links
AgriClear may accept advertising from companies, dealers, service providers, and other organizations and receives a fee from their advertising on the Website. No endorsement by AgriClear is intended or implied by the presence of such advertising.

As a convenience to our visitors, the Website may contain links to a number of websites. The privacy policies and procedures described here do not apply to those websites. We suggest contacting these websites directly for information on their data collection and distribution policies. Your linking to such websites or pages is at your own risk. AgriClear is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites. AgriClear provides these links merely as a convenience and the inclusion of such links does not imply that AgriClear endorses or accepts any responsibility for the content or uses of such websites.

Trade-marks
You are not permitted to use any of the trade-marks (whether registered or unregistered) displayed on the Website without the prior written consent of AgriClear, TMX Group Inc. or the third party that owns the trade-marks.

AgriClear’s Service Providers may also have trademarks that are proprietary in nature and may not be used without their written consent.

Hyperlinks
Unless you have a written agreement in effect with AgriClear which states otherwise, you may only provide a hypertext link to the Website on another website, provided that (a) the link must be a text-only link clearly marked “AgriClear Home Page” or “AgriClear”; (b) the link must “point” to (i.e. link the user directly to) the URL https://www.agriclear.com and not to other pages within the Website; (c) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with AgriClear’s name and trade-marks; (d) the appearance, position and other aspects of the link may not create the false appearance that an entity is associated with or sponsored by AgriClear; (e) the link, when activated by a user, must display the site full-screen and not within a “frame” on the linking website; and (f) AgriClear reserves the right to revoke its consent to the link at any time in its sole discretion.

No links may be made to or from any of the content provided by Service Providers without their prior written permission.

Non-Confidential Use of Your Postings
Any non-personal communication, comments, ideas or material you post or transmit to AgriClear is, and will be treated as, non-confidential and non-proprietary. By transmitting or posting any communication or material to the Website you grant to AgriClear and all of its affiliates, an unrestricted, irrevocable license to use, reproduce, display, modify, transmit, distribute, publish, broadcast or post your communication for any purpose. You also agree that AgriClear is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) you grant us permission to do so; (b) we first notify you that the materials or other information you submit to a particular part of a site will be published or otherwise used with your name on it; or (c) we are required to do so by law.

Protecting Information
We have 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 yet possible over the Internet. We assume no liability for any damages you may suffer as a result of loss, interception, alteration or misuse of information you provide us or any information transmitted over the Internet. Please see our Privacy Policy for further details.

Changes to Terms of Website Use
AgriClear reserves the right to revise these Terms of Website Use at any time without notice to you. You are bound by such revisions so we encourage you to visit this page frequently to stay informed.

Website Modification
AgriClear may change the Website, including eliminating or discontinuing any content on or made available through the Website, at any time and in its sole discretion.

Violations of Terms of Website Use
AgriClear reserves the right to seek all remedies available at law and in equity for violations of these Terms of Website Use, including the right to block access from a particular Internet address to our Website.

Other Countries
The Website can be accessed from countries around the world other than Canada and the United States and may contain references to AgriClear products, services, and programs that have not been announced in your country. These references do not imply that AgriClear intends to announce such products, services or programs in your country. AgriClear makes no representation that the content on the Website is appropriate or available for use in other locations, and accessing the Website from territories where its content is illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and their own risk and are responsible for compliance with local laws.

Laws
The Website (excluding linked sites) are controlled by AgriClear from its offices within the Province of Alberta, Canada. By accessing the Website, you and AgriClear agree that all matters relating to your access to, or use of, the Website shall be governed by the statutes and laws of the Province of Alberta or the federal laws of Canada, as applicable, without regard to the conflicts of laws principles thereof. You and AgriClear also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Alberta with respect to any and all matters arising in connection with these Terms of Website Use.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF WEBSITE USE, UNDERSTAND THEM AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF WEBSITE USE.

Investor Relations and Related Matters

Caution Regarding Forward-Looking Information

The Website may contain “forward-looking information” (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant as of the date of the content published on the Website. Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “targeted”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or the negatives of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved or not be taken, occur or be achieved. Forward-looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.

Examples of such forward-looking information include, but are not limited to, factors relating to contracts and contract data regarding agricultural products, markets for agricultural products and payment and settlement systems and the business, strategic goals and priorities, pricing, proposed technology and other initiatives, financial condition, operations and prospects of AgriClear, which are subject to significant risks and uncertainties. These risks include: competition from other on-line platforms or live marketplaces, including those offered through new technologies, on a national and international basis; dependence on the economy of Canada and the United States; adverse effects on our results caused by global economic uncertainties; failure to retain and attract qualified personnel; geopolitical and other factors which could cause business interruption; dependence on information technology; vulnerability of our networks and third party service providers to security risks; failure to implement our strategies; regulatory constraints; risks of litigation; dependence on adequate numbers of customers; failure to develop or gain acceptance of new products; currency risk; adverse effect of new business activities; dependence and restrictions imposed by licenses and other arrangements; new technologies making it easier to disseminate our information; risks associated with our payment and settlement operations; challenges related to international expansion; inability to protect our intellectual property; dependence on third party suppliers; risks associated with the credit of customers; risks associated with integrating the operations, systems, and personnel of new acquisitions; and dependence on agricultural market activity that cannot be controlled. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained on the Website.

Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability of AgriClear to successfully compete against global and regional marketplaces; business and economic conditions generally; exchange rates (including estimates of the U.S. dollar – Canadian dollar exchange rate), the level of transacting and activity on markets, and particularly the level of transacting in AgriClear’s key products; the continued availability of financing on appropriate terms for future projects; productivity at AgriClear, as well as that of AgriClear’s competitors; market competition; research & development activities; the successful introduction of new agricultural products being sold in similar or differentiated ways; tax benefits/changes; the impact on AgriClear and its customers of various regulations; AgriClear’s ongoing relations with its employees; and the extent of any labour, equipment or other disruptions at any of its operations of any significance other than any planned maintenance or similar shutdowns.

While we anticipate that subsequent events and developments may cause our views to change, we have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date on each individual page of content or documents included on the Website. We have attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward-looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect us.

Page last updated June 12, 2015

*AgriClear refers to the AgriClear Limited Partnership which is represented by its general partner AgriClear Inc.