AgriAssure Terms of Service

Thank you ("you", "your", "USER") for viewing our Terms of Service ("Agreement"). LLB Technologies Inc. ("we", "us", "our", "AGRIASSURE") is a company from Alberta, Canada that provides products and services to our users, including the website and application found at app.agriassure.com (the "Platform"). Through access or use of the Platform you agree to be bound by this Agreement, which constitutes a legal contract entered between AGRIASSURE and USER. If you are accessing or using the Platform on behalf of a company or organization, you represent that you have authority to act on behalf of that entity and provide consent and acceptance for that entity. The following terms and conditions, together with any documents and/or additional terms that are expressly incorporated by reference, govern your right to access and use the Platform. If this Agreement or any terms of this Agreement are unacceptable to you, you must cease using the Platform immediately. By Agreeing to these Terms of Service, USER acknowledges that it provides express consent to the policies and practices as set out in our Privacy Policy.

AGRIASSURE reserves the right, in our sole discretion, to revise and update this Agreement, our Privacy Policy, and any aspect of the Platform and our products and services from time to time. All such modifications are effective immediately and apply to all access to and use of the Platform and our products and services after the date of modification. You agree to periodically review this Agreement to be aware of any such modifications and your continued use shall denote your acceptance. The Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to USER or unavailable at any time or for any period.

By accessing or using the Platform, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with AGRIASSURE and meet all the eligibility requirements for use of the Platform. Anyone under the age of 18 is prohibited from accessing or using the Platform without being accompanied and monitored by an adult who has full responsibility for ensuring compliance with this Agreement. If you do not meet all these requirements, you must not access or use the Platform.

The owner of the Platform is based in Alberta, Canada. We provide the Platform for use only by persons located in permitted areas of Canada. The Platform is not intended for use in any jurisdiction where its use is not permitted, including for use in Quebec, the United States, or Europe. Such users must leave the Platform immediately. If you access the Platform from outside the permitted jurisdictions, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

USER is responsible for obtaining their own access to the Platform through proper registration on the Platform. USER is required to ensure that all persons who access the Platform through USER'S account are aware of and comply with this Agreement. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as strictly confidential. USER may encounter third parties, including other users, on the Platform. You may encounter hyperlinks, websites, functions, products, services, advertisements, and/or APIs of such third parties. USER acknowledges and accepts the risks associated with use of the Platform and potential encounters with third parties. We do not endorse and are not responsible or liable for any encounters with third parties on the Platform. You are prohibited from attempting to circumvent or violate the security of the Platform or otherwise using or accessing the Platform for any unauthorized purposes, including, without limitation: using the Platform for any illegal, fraudulent, or unauthorized purposes; accessing or using content, data, functionality, or intellectual property that is not intended for you; breaching the security, authentication, or protection measures of the Platform; restricting, disrupting, or disabling service to users, hosts, servers, or networks; disrupting network services or otherwise disrupting our ability to monitor the Platform; using any robot, spider, crawler, or other automatic device, process, or means to access the Platform, including scraping, monitoring, copying, or downloading any part of the Platform or its contents; introducing any viruses, trojan horses, worms, logic bombs, or other material, code, or files that are malicious or harmful to the Platform; attacking the Platform via a denial-of-service attack, flooding, mailbombing, crashing, or other such harmful actions; attempting to lure other users off the Platform; using the Platform in connection with the distribution of unsolicited commercial messages; attempting to scam or commit fraudulent acts on users of the Platform; to copy, store, or otherwise access or use any information, including personally identifiable information about any other user on the Platform in any way that is inconsistent with our Privacy Policy or this Agreement; or otherwise attempting to interfere with the proper working of the Platform.

The term of this Agreement begins on the date USER first accessed or used the Platform and will continue in effect until terminated in accordance with this Agreement (the "Term"). AGRIASSURE may terminate this Agreement immediately in compliance with this Agreement and our Privacy Policy. Subject to ongoing obligations as described herein, USER may terminate this Agreement by deleting USER'S profile on the Platform and ceasing use of AGRIASSURE'S Platform, Intellectual Property, products, and services. Prior to termination, USER shall immediately pay all fees for transactions entered into by USER outstanding at the time of termination, as applicable, including all outstanding subscription fees. Upon termination, USER shall immediately discontinue use of our Platform, Intellectual Property, products, and services. Should you return, you agree to be bound by the most recent terms and conditions at the time of your return. Any part or portion of this Agreement pertaining to authorized or unauthorized use, disputes, intellectual property, representations, warranties, license terms, privacy, indemnification, limitation on liability, notices, releases, term, termination, or general terms, or as otherwise necessary to comply with or enforce this Agreement, shall survive termination or expiration of this Agreement.

You understand and agree that all intellectual property belonging to AGRIASSURE, including as contained in all of our products and services, and including the Platform and its entire contents, features, and functionality, and including all copyrights, trademarks, patents, trade secrets, works, files, content, logos, text, images, video, audio, audiovisual, broadcast, design, presentation, layout, selection, arrangement, data, or any related derivatives or spinoffs (collectively "Intellectual Property"), are the sole property of AGRIASSURE, its licensors, or other providers of such material; and all rights not expressly granted are reserved by AGRIASSURE. You acknowledge that any use of the Platform or Intellectual Property not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate intellectual property or other laws, or the rights of AGRIASSURE, its users, or another third party. You agree that you have no right, title, or interest in or to the Platform or to any materials or content on the Platform or any of our Intellectual Property other than such materials belonging to you that you submitted to or published on the Platform as a User Submission (as defined below). You shall not engage in any unauthorized activities, including to copy, modify, download, reproduce, distribute, transmit, create derivative works of, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, reverse engineer, disassemble, circumvent, decompile, decode, adapt, remove proprietary notices from, file registrations for, or otherwise make available the Platform or our Intellectual Property, in whole or in part, or the intellectual property belonging to any third party, including other users of the Platform, without such third-party's express permission.

As a condition of your access to and use of the Platform you agree that you may use the Platform limited only to lawful and authorized purposes and in strict compliance with this Agreement and our Privacy Policy. By submitting or providing any submission, information, data, or materials to the Platform, or by interacting with any other user of the Platform, or by interacting with any interactive function of the Platform, including any form, drop box, upload field, post, publication, comment, review, direct message, user profile, store, checkout, link, download, or other similar functions (collectively "Interactive Functions"), you provide express agreement and consent to all actions we take with respect to such submissions, information, data, and materials, in accordance with this Agreement and our Privacy Policy. You represent and warrant that you have all required rights, consents, and authorizations to submit and publish all submissions, information, data, and materials to the Platform, including through the use of any Interactive Function of the Platform (each submission or publication being a "User Submission"). USER must register and operate on the Platform using their legal, accurate, and full names and information. By registering for the Platform, you hereby warrant and represent that the information you provide AGRIASSURE during the registration process or updated after registration is accurate, complete, and up to date. You represent and warrant that you shall not impersonate or attempt to impersonate any other person or entity or submit or publish a User Submission that is false, fraudulent, illegal, or infringing on ours' or a third party's rights, such determination to be made in our sole discretion. WE RESERVE THE RIGHT TO UNPUBLISH, HIDE, OR REDUCE THE VISIBILITY OF ANY USER SUBMISSION AND/OR DEACTIVE OR MAKE PRIVATE USER'S ACCOUNT AT ANY TIME, INCLUDING, IF YOU ARE IN BREACH OF THIS AGREEMENT.

By submitting any User Submission you grant AGRIASSURE a perpetual, world-wide, royalty free, irrevocable right and license to use, perform, publish, transmit, reproduce, distribute, and display, any such User Submission (and all contents and property therein), in order to improve and deliver our Platform, products, and services to our users and customers, for internal and archival purposes, and otherwise for the purposes as detailed in our Privacy Policy. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission. For the avoidance of doubt, after the Term of this Agreement, AGRIASSURE shall not be required to remove any User Submission submitted to the Platform during the Term.

AGRIASSURE is not responsible for any User Submission submitted to the Platform. USER is fully responsible and legally liable, including to any third party, for any User Submission submitted by USER. AGRIASSURE is not responsible or legally liable to any party for any User Submission, including the submission's accuracy or truthfulness or the use of such submission on or off the Platform by any third party, or USER'S right to use or submit or publish such User Submission to the Platform.

AGRIASSURE has the right and option to: remove or refuse to publish on the Platform any User Submission for any reason in our sole discretion; fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting or publishing any materials on or through the Platform; terminate or suspend your access to all or part of the Platform including, without limitation, any violation of this Agreement; and remove, make private, or decrease the visibility of your User Submission or profile. YOU WAIVE AND HOLD HARMLESS AGRIASSURE AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY AGRIASSURE AND ANY OF THE FOREGOING PARTIES, REGARDING INVESTIGATIONS BY EITHER AGRIASSURE OR SUCH PARTIES, OR BY LAW ENFORCEMENT AUTHORITIES, OR REGARDING THE REMOVAL OF YOUR CONTENT, PROFILE, OR USER SUBMISSIONS.

The Platform, including all information, materials, reports, products, services, intellectual property, and data delivered on or through the Platform, is provided for general information purposes only. It is not intended to amount to professional or other advice on which you should rely. USER understands that USER must consult a qualified professional, including a qualified lawyer or accountant or business advisor, before taking or refraining from any actions or inactions on the basis of the Platform or any of its contents or any of AGRIASSURE'S products or services. USER understands that the Platform and AGRIASSURE'S products and services depend on the information and materials that USER provides to the Platform. Insufficient, inaccurate, or otherwise inadequate inputs submitted to the Platform by USER may result in insufficient, inaccurate, or inadequate outputs provided by AGRIASSURE to USER; and in no way shall AGRIASSURE be liable to USER due to insufficient, inaccurate, or inadequate inputs provided by USER. The Platform may include services, products, or materials offered by third parties and USER understands that all such services, products, or materials of third parties do not reflect the opinions or endorsement of AGRIASSURE and AGRIASSURE shall in no way be held liable for USER'S interaction with or exposure to or use of such services, products, or materials of third parties.

During the Term of this Agreement and for a period of two (2) years thereafter, USER shall not make or publish any public statements, distributions, transmissions, posts, or pages that AGRIASSURE, in its reasonable discretion, would find disparaging or that would reasonably tend to bring AGRIASSURE, its products, brands, or services into disrepute.

Unless stated otherwise at the time of order checkout, any prices listed on the Platform are in Canadian dollars. All prices are exclusive of sales tax or other applicable taxes unless shown otherwise at the time of order checkout. Any prices listed on the Platform for a particular product or service offered by AGRIASSURE or third parties (the "Listed Price") may change from time to time. By purchasing products or services at the Listed Price, as displayed to USER at the time of order checkout, or by otherwise entering into a transaction on the Platform, you agree to the Listed Price 'as is' at the time of entering into the transaction and agree that the Listed Price is acceptable consideration for the products or services being offered at the time of the transaction. Unless agreed otherwise by the parties in writing, all sales and transactions pursuant to this Agreement are final and no refunds shall be owed to USER.

All subscriptions to AGRIASSURE'S products or services that USER subscribes to ("Subscriptions") shall proceed in accordance with the Listed Price and the terms and conditions as shown to USER on the Platform at the time of order checkout. USER acknowledges that the Subscription renews automatically until and when USER terminates this Agreement in accordance with this Agreement. Upon termination for any reason, the full fee shall remain due to AGRIASSURE for the full duration of the Subscription until the next date of renewal. USER agrees that, upon accessing the Platform and/or our Intellectual Property, USER has received substantial and material value, regardless of how long USER'S Subscription remains in force. AGRIASSURE reserves the right to reasonably increase its Subscription fees from time to time.

USER ACKNOWLEDGES THAT YOUR USE OF THE PLATFORM AND ANY CONTENT, PRODUCTS, OR SERVICES FOUND ON OR ORIGINATING FROM THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM, INCLUDING THAT OF OTHER USERS, ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT ANY WARRANTIES, ASSURANCES, OR CONDITIONS OF ANY KIND OTHER THAN AS FOUND HEREIN. NEITHER AGRIASSURE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (THE "RELEASED PARTIES") MAKE ANY WARRANTY, REPRESENTATION, OR ASSURANCE WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM, OR OUR PRODUCTS OR SERVICES, OR YOUR PROFILE, DATA, OR CONTENT. USER UNDERSTANDS THAT USE OF AGRIASSURE'S PLATFORM, PRODUCTS, AND SERVICES IS AT USER'S OWN RISK AND AGRIASSURE AND THE RELEASED PARTIES PROVIDE NO GUARANTEES, WARRANTIES, RESULTS, OR OUTCOMES, INCLUDING WITH RESPECT TO ANY GOVERNMENT OR REGULATORY GRANTS, APPROVALS, OR PERMITS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USER UNDERSTANDS THAT AGRIASSURE AND THE RELEASED PARTIES SHALL HAVE NO LIABILITY TO USER REGARDING THE USE OF OUR PLATFORM, PRODUCTS, OR SERVICES, AND USER RELEASES AND HOLDS HARMLESS AGRIASSURE AND THE RELEASED PARTIES FROM ANY DAMAGE OR NEGATIVE OUTCOME USER SUSTAINS OR INCURS AS A RESULT OF USING OUR PLATFORM, PRODUCTS, AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL AGRIASSURE OR THE RELEASED PARTIES BE LIABLE FOR 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, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, OUR PRODUCTS, OR SERVICES, OR ANY USER SUBMISSION, OR ANY INTERACTION WITH ANOTHER USER OR CONTENT OR THIRD-PARTY WEBSITE, CONTENT, LINK, ADVERTISEMENT, PRODUCT, OR SERVICE ON THE PLATFORM.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless AGRIASSURE and the RELEASED PARTIES from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to your breach of this Agreement, your use of or access to the Platform, your use of content, goods, or services found on the Platform, your interactions with other users on the Platform, your unauthorized use of a third party's property, or your infringement or breach of a third party's rights or a third party agreement.

In this Agreement, USER and AGRIASSURE shall be known together as the "Parties" and individually as a "Party". The word "including" in this Agreement means 'including without limitation'. If any legal proceeding is brought by either Party hereto to enforce or interpret this Agreement, both Parties will be deemed to have jointly drafted this Agreement and neither side will enjoy the benefit of any presumptions based on which party drafted the Agreement. The sections and headers in this Agreement are for context only. This Agreement will be governed by and construed in accordance with the laws of Alberta and Canada. Any action or proceeding arising out of or relating to the Platform or our products or services under this Agreement will be instituted in those courts, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Unless mutually agreed by the Parties in writing, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement constitutes the entire Agreement between you and AGRIASSURE regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written, oral, or inferred from conduct, regarding such subject matter. Nothing herein, expressed, or implied, will constitute or contemplate a partnership, joint venture, employment, or other agency relationship between the Parties. The Parties agree that only AGRIASSURE may assign or transfer this Agreement and its rights and obligations under this Agreement to a third party, at its option and discretion. Each Party acknowledges to the other they had the opportunity to obtain independent legal advice or have freely chosen not to obtain such advice.