Terms of Service and End User License Agreement
Last Modified: April 7, 2019
Acceptance of the Terms of Service and End User License Agreement
This Terms of Service and End User License Agreement (“Terms”) is a legal agreement entered into by and between you (“you”) and GrainCoat, LLC (“Company”, “we” or “us”). These Terms, together with any documents expressly incorporated in it govern your access to and use of our software including all new versions, updates, revisions, improvements and modifications thereof (“Software”), which you access through our website www.graincoat.com (the “Website”) and/or our downloadable licensed application (“Licensed App”). The Software, the Website and the Licensed App are collectively referred to herein as “Services.”
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
The Services are offered and available to users who are 18 years of age or older in the United States. By using the Services, you represent and warrant that you are a U.S. citizen and are of legal age to form a binding contract with the Company. If you do not meet these requirements, you must not access or use the Services.
The Services are the exclusive property of the Company. However, so long as you comply with these Terms, and subject to any limitations or restrictions contained herein, we give you a limited, non-exclusive, nontransferable, revocable license to download and use the Software, solely for your individual professional use. You may not copy, modify or reproduce any part of the Software or the Services, nor may you reverse engineer or attempt to extract the source code of the Software or the Services. You may not distribute, sell, rent, lease, transfer, or attempt to sell, rent, lease, or transfer, the Software or your license to use the Software. Your use of the Software does not give you any intellectual property rights in the Software or any part of the Services.
Access to the Services; Account Security
After you are provided with Access Credentials, you must treat your Access Credentials as confidential, and you must not disclose them to any other person or entity. You hereby acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your Access Credentials. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security that you become aware of. 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 use commercially reasonable efforts to make the Services available to you at all times. However, we make no guarantee of uninterrupted use or operation of the Services. We may temporarily or permanently suspend the Services, in whole or in part, where required by law, in the case of security violations or threats, for service improvements, maintenance or repair, or for any other reason deemed necessary or desirable by us or beyond our control. We will not be liable if, for any reason, all or any part of the Services are unavailable for a period of time. From time to time, we may restrict your access to some or all of the Services.
You are responsible for making all arrangements necessary for you to have access to the Services, including providing the equipment, internet connection or wireless device to access the Services.
You may use the Services only for lawful purposes and in accordance with these Terms. For purposes of clarity, and without limiting the generality of the foregoing, you shall not use the Services:
- In any way that violates 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 U.S. and 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 which does not comply with the Content Standards set out in these Terms;
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “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 e-mail addresses associated with any of the foregoing);
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage or impair the Service or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider or other automatic devices, process or means to access the Services for any purpose, including monitoring or copying any of the material on any part of the Services;
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
- Use any device, software or routine that interferes with the proper working of the Services
- Introduce viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful to the Services;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Website or Software is stored, or any server, computer or database connected to the Services;
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services to any person without Access Credentials;
- Bypass or breach any security device or protection used by the Services or access or use the Services other than by you through your Access Credentials;
- Otherwise, attempt to interfere with the proper working of the Services.
User Contributions and Content Standards
The Services allow you to communicate with other users of the Services and use other interactive features (“Interactive Services”) that allow users to post, display or transmit (“post”) content or materials (collectively, “User Contributions”) on or through the Services.
You control which users can see your User Contributions. We will only allow the sharing of User Contributions between users who have specifically granted access to view such other's User Contributions.
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 User of the services for the accuracy of any User Contributions posted by you or any other user of the Website including, but not limited to, crops available for sale or delivery, offers and sales of crops, or the price at which such offers and sales will be made.
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.
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:
- Contain any material which 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;
- 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;
- Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
Reliance on Information Posted
We do not warrant the accuracy, completeness or usefulness of any User Contributions including, but not limited to, the projection of future crop production or crop and pricing information. Your reliance on such User Contributions (either your own or another User's) is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any user of the Services, or by anyone who may be informed of any of its contents.
Commodity futures prices relayed by the Company through the Services are delayed quotes and may not reflect the pricing at that exact point in time. Therefore, reliance on quotes is subject to market movement.
The Services are designed to facilitate communication between sellers of agricultural commodities and buyers of such commodities. The Company is not in any way a party to any agreement between buyers and sellers and does not guarantee the performance of any such agreements.
The Services do not offer marketing or trading advice and Users are solely responsible for their own marketing plans and trading activity. If you have any questions regarding the foregoing, please consult with your own trading advisors before implementing a marketing or trading plan.
Improvements and Updates
To improve the Services, we reserve the right to make enhancements or changes to the Services without notice to you. The Software may include functionality to automatically check for updates or upgrades to the Software. You hereby agree that we may make such updates available to you from time to time without notice to you. All improvements and/or updates shall be subject to these Terms unless the Software or Service is expressly provided to you under other, or additional terms and conditions, in which case, those other, or additional terms and conditions shall apply.
Ideas and Suggestions
We wish to continually expand and improve the Services. We welcome any ideas, suggestions, complaints, or feedback related to the Services or for upgrades, updates, improvements, new features or new functions thereto (“Ideas”). If you provide us with any Ideas, whether orally, in writing, or in any other way, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, reproduce, import, modify, make derivative works of, sell, and offer to sell Ideas as part of our technology, products or services. You shall not knowingly provide us with any Ideas that are subject to third party intellectual property rights or that include or reveal any confidential information of any person.
Intellectual Property Rights
Any and all registered or unregistered rights granted, applied for or other otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws (“Intellectual Property Rights”) related to the Services 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 us, our licensors or other providers of such material.
These Terms permit you to use the Services for your individual professional use only. You shall not reproduce, distribute, modify, create derivative works or improvement of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, Licensed App or available through the Services, except as follows:
- As set forth in the Software License section in the event you download a copy to your computer or mobile device;
- 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 or download one copy of a reasonable number of pages of the Website for your use and not for further reproduction, publication or distribution of any kind.
You shall not:
- Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
- Remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or notices of Intellectual Property Rights or proprietary rights notices from any part of the Services, including any copies thereof;
- Access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other rights of any third party; or
- Access or use the Services for purposes of competitive analysis of the Services, the development, provision or use of a competing service or product or any other purpose that is to our detriment or commercial disadvantage.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will cease 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 Services or any content accessible through the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
The Company owns all Intellectual Property Rights related to the name of the Company all related names, logos, product and service names, designs and slogans. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.
Monitoring and Enforcement
We have the right to:
- 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, including the Content Standards, infringes any intellectual property right or other rights 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 Services;
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate 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 Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Services 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.
Payment and License Fees
There is no fee for the free version of the Services (“GrainCoat”).
If you elect to use the premium version of the Services (“GrainCoat Advantage”), you must pay an annual subscription fee (“Subscription Fee”), the amount of which is posted at www.graincoat.com/pricing, which is subject to change in our discretion. You must pay the Subscription Fee on or prior to the date you begin using GrainCoat Advantage (“Subscription Date”). The Subscription Date constitutes the beginning of the twelve (12) month term for which you paid the initial Subscription Fee (“Initial Term”). The Initial Term will automatically renew for additional successive twelve-month terms (each a “Renewal Term” and together with the Initial Term, the “Term”) and unless terminated in accordance with the Termination Section (below), you must pay the Subscription Fee on or before the commencement of each Renewal Term. If you fail to pay the Subscription Fee prior to the commencement of a Renewal Term, your access to GrainCoat Advantage will terminate. If you are a member of a farm bureau or similar organization, with which we have an agreement to provide discounts, you will be eligible to receive such discount. In order to receive a discount, we will require your membership card (or similar membership identification) and will confirm your membership with the farm bureau or similar organization. By applying for a discount, you consent to allow us to contact the farm bureau or similar organization to confirm your membership. In the event you provide us with an invalid membership card (or similar membership identification), we have the right, at our discretion, to reduce the Term of your subscription to Graincoat Advantage by up to four (4) months.
Please note, we accept payment by check mailed to GrainCoat LLC, PO Box 422, Waterloo IL 62298 or on the Website through Authorize.Net, our third-party payment processor (“Authorize.Net”), who processes the payments from your bank account. The processing of the payments will be subject to the terms, conditions and privacy policies of Authorize.Net. We have no control and are not liable for the security or performance of Authorize.Net.
Termination; Refund of Fees
We have the right to disable your Access Credentials and terminate your access to the Services (both GrainCoat and GrainCoat Advantage) 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. You may terminate your access to GrainCoat Advantage anytime by providing us with written notice by emailing us at email@example.com .
In the event, we terminate your access to the Services or you terminate your access to GrainCoat Advantage, all rights granted herein shall immediately cease. We will not be liable to you for any damage arising from or related to the termination of your access to the Services. Upon termination of any kind, we will disable your Access Credentials.
If you are using GrainCoat Advantage and either you or us terminate your access to GrainCoat Advantage in the middle of a Term, we will refund your Subscription Fee prorated (based on the number of days elapsed and a 365 day year) from the date of such termination.
Links from the Services
If the Services contain links to other websites 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 the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Disclaimer of Warranties
You understand and acknowledge that we cannot and do not guarantee or warrant that the Services 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. 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 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 SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ANY PART THEREOF OR ITEMS OBTAINED THROUGH THE SERVICES 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 SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
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 SERVICES OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES, 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 FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH 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 attorneys’ fees) arising out of or relating to (i) your violation of these Terms; or (ii) your use of the Services, including, but not limited to, your User Contributions, other than as expressly authorized in these Terms; or (iii) your use of any information obtained from or through the Services.
Governing Law and Jurisdiction
All matters relating to the Services and these Terms 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 Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).
EACH OF THE PARTIES HERETO: (I) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF (A) THE CIRCUIT COURT OF ST. LOUIS COUNTY, MISSOURI, AND (B) THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY THE OTHER, OR ITS RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS, WITH RESPECT TO THESE TERMS, AND (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER IN SUCH COURTS. EACH PARTY HEREBY EXPRESSLY WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH THEY MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT RESIDENCE OR DOMICILE.
EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT PERMITTED BY LAW, OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY THE COURT WITHOUT A JURY AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
You agree and acknowledge that the Services were developed at considerable time and expense to us. You further agree that your breach or threatened breach of these Terms will cause irreparable damage for which recovery of money damages would be inadequate and that we, therefore, may obtain injunctive relief to protect our rights under these Terms in addition to any and all other remedies available at law or in equity.
Waiver and Severability
No waiver of or by the Company of any term or condition set forth in these Terms 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 shall not constitute a waiver of such right or provision.
If any provision of these Terms 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 will continue in full force and effect.
Children Under the Age of 13
The Services are offered and available to users who are 18 years of age or older. It is not intended for children under 13 years of age. No one under age 13 may provide any information through the Services. We do not knowingly collect personal information from children under 13. If you believe we might have any information from or about a child under 13, please contact us at firstname.lastname@example.org.
Changes to the Terms
The date these Terms was last revised is identified at the top of this page.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them on the Website or otherwise make them available through the Services and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction Sections will not apply to any disputes for which the parties have actual notice prior to the date the change is posted.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are responsible for periodically visiting this page to ensure that you are aware of any changes, as they are binding on you.