Comments/Notes

I.  General Information

This “User Agreement” documents the terms and conditions of your use of Organic Grain Exchange LLP’s website (“organicgrainexchange.com”), buyer and seller platform, and any other services provided to you by Organic Grain Exchange LLP (collectively referred to as “services”).  This Agreement is the whole agreement between you and Organic Grain Exchange LLP.  This User Agreement represents a legally binding agreement between you and Organic Grain Exchange LLP, its subsidiaries, its successors in interest, its partners, and any other future assignees as decided by Organic Grain Exchange LLP (collectively referred to as “Organic Grain Exchange” or “Organic Grain Exchange LLP”).  This User Agreement limits Organic Grain Exchange’s liability and limits the express and implied warranties of the products sold through the Organic Grain Exchange services, so please read through the entire agreement carefully.  The User Agreement also governs how claims you and we have are resolved. If the terms and conditions of this User Agreement change, Organic Grain Exchange LLP will provide you with the new User Agreement via the Organic Grain Exchange website. The headings in this User Agreement are informational only; all relevant terms and conditions are expounded in the paragraphs that follow the headings.

II.  How to Accept the User Agreement

All potential users of the Organic Grain Exchange website and other services provided by Organic Grain Exchange LLP must agree to these terms and conditions before using the services.  In addition to other services both current and future, you will not be able to post products to sell nor will you be able to bid on products listed through Organic Grain Exchange LLP without accepting these terms.  You can accept this User Agreement by clicking the box at the bottom of this page that states that you have read this User Agreement and that you agree to the terms and conditions found within the User Agreement.  Because you must go through this form before you can gain access to the forms used to buy and sell through Organic Grain Exchange, if you attempt to bypass this acceptance method and still use the services provided by Organic Grain Exchange LLP without formally accepting this User Agreement, Organic Grain Exchange will treat your use of the services as a willing acceptance of this User Agreement. If you do not agree to the terms of this User Agreement, please close this window and immediately cease use of the Organic Grain Exchange LLP services.  In this case, no Agreement will be formed and you will not be permitted to use the services provided by Organic Grain Exchange.

III.  Effective Date

This User Agreement is effective as of June 1, 2016.

IV.  Changes to the User Agreement

Organic Grain Exchange reserves the right to change any of the terms and conditions found in this User Agreement.  If the terms and conditions of this User Agreement change, Organic Grain Exchange will update the User Agreement on its website, and you will have to accept the new User Agreement before you can continue to use the services provided by Organic Grain Exchange. Organic Grain Exchange will use all reasonable efforts to provide you notice of any changes to the terms and conditions of this User Agreement.  It is your responsibility to read through the new User Agreement and learn of any modifications made to the User Agreement. As a user of the Organic Grain Exchange services, you understand that if you continue to use the services provided by Organic Grain Exchange LLP, we will treat your continued use of the services as an acceptance of the new and updated terms. If the situation arises that this User Agreement is changed while you have a pending transaction through Organic Grain Exchange, both as a buyer or as a seller, the previous User Agreement will apply only for those ongoing transactions, until the end of the transaction, as determined by Organic Grain Exchange.  All new transactions will be governed by the terms and conditions of the New User Agreement.  Your continued use of the services provided by Organic Grain Exchange from that point on will be conditioned upon your acceptance of the new User Agreement.  You understand that if you continue to use the services from that point on, Organic Grain Exchange will treat your continued use of the services as acceptance of the new User Agreement.

V.  Multiple Acceptances of the User Agreement

To provide an easier and more fluid user experience, users of the Organic Grain Exchange services will be presented with this mandatory User Agreement every time that they contact Organic Grain Exchange to sell a product or to bid on a product listed on the website.  Continued use of the Organic Grain Exchange services will undoubtedly result in your “acceptance” of the same terms and conditions found in this User Agreement multiple times. As outlined above in Section “III. Changes to the User Agreement,”you agree that these terms will be effective until a new User Agreement is available and accepted.  Your multiple “acceptances” will not change this.

VI.  Who Can Use the Organic Grain Exchange Services and Accept this User Agreement

If you are an individual, you may not use the Organic Grain Exchange services nor can you accept this User Agreement if you are not at least 18 years old or if you have not reached the age of majority in the state, province, or country where you live. If you are using the Organic Grain Exchange services on behalf of an entity, you must be duly authorized to represent that entity, you must be duly authorized to enter into contracts on behalf of that entity, and you must be duly authorized to bind that entity to this User Agreement.  If more than one member of the entity is going to be using the Organic Grain Exchange services, then all members of the entity who will be using the services must agree to this User Agreement separately, by using the contact forms found on the Organic Grain Exchange website.

VII.  Business Relationships

No agency, partnership, employee-employer, franchiser-franchisee, or any other dependent business relationship is created or intended to be created between you and Organic Grain Exchange by this User Agreement or by your use of the Organic Grain Exchange services.

VIII.  Using the Organic Grain Exchange Services

Users of the Organic Grain Exchange services agree:

• A.  Never to use tactics or methods of avoiding, bypassing, or circumventing the fees associated with using the Organic Grain Exchange services.
• B.  Never to use tactics or methods of avoiding, bypassing, or circumventing the forms and technological steps associated with using the Organic Grain Exchange services.
• C.  That after receiving the seller’s contact information, you will not offer to buy outside of the Organic Grain Exchange platform, more of the seller’s products listed on the Organic Grain Exchange services or different products from the seller that are listed on the Organic Grain Exchange services.
• D.  That after receiving the buyer’s contact information, you will not offer to sell outside of the Organic Grain Exchange platform, more of the products you have listed on the Organic Grain Exchange services or different products that you have listed on the Organic Grain Exchange services.
• E.  Not to solicit purchases from other Organic Grain Exchange users that you have been given contact information for in past dealings.
• F.  To use the exact process steps for selling and buying that are listed in your buyer’s or seller’s agreements, which will be incorporated into the terms and conditions of this User Agreement.
• G.  To promptly pay any money owed by you to Organic Grain Exchange or its users.
• H.  Never to infringe upon or use without express authorization from Organic Grain Exchange, the intellectual property rights and any other legal, title, interest, and property rights of Organic Grain Exchange, whether those rights are registered or not, and wherever they exist in the world, including, but not limited to, its logos; trademarks; taglines; trade names; copyrights; or any of the possible intellectual property rights tied to the Organic Grain Exchange services, business model, user database, pricing database, and any and all other services or structures offered by Organic Grain Exchange, whether those services and structures are inherently protected or not.
• I.  To abide by this User Agreement and any other buying or selling agreements made with Organic Grain Exchange at all times while using the Organic Grain Exchange services.
• J.  To provide Organic Grain Exchange with truthful and up to date contact information, including a valid e-mail address.
• K.  To provide Organic Grain Exchange with truthful and up to date information about the products that you would like to list to sell through the Organic Grain Exchange Services.
• L.  To act in accordance with all laws, customs, and third party rights while using the Organic Grain Exchange services.
• M.  Never to submit false bids.
• N.  To pay for an item purchased by you.
• O.  To ship or make available for pickup or delivery any items that you have committed to sell on the Organic Grain Exchange services.
• P.  Never to take any actions that undermine the Organic Grain Exchange feedback and ratings systems.
• Q.  To respond to correspondence regarding bids and listings in a timely and respectable fashion, as some products are time-sensitive.
• R.  Never to distribute any viruses or other technologies that could harm users of the Organic Grain Exchange or the Organic Grain Exchange services themselves.
• S.  Never to take steps that would interfere with the continued access of others to the Organic Grain Exchange services.
• T.  Never to commercialize or display, in any way, whether for your own benefit or the benefit of others, or for any way that could compete with the business of Organic Grain Exchange, any of the structure, content, and information found and accessible on the Organic Grain Exchange services, including, but not limited to, database information; information about pricing; information about other users of the Organic Grain Exchange services; information about how the Organic Grain Exchange services are run and setup; or information about how the Organic Grain Exchange business model works.
• U.  Never to reproduce, copy, modify, display, distribute, transmit, or create derivative works of the content found and accessible on the Organic Grain Exchange services.
• V.  Not to collect, harvest, or store content and information found and accessible on the Organic Grain Exchange services.
• W.  Not to collect, harvest, or store information about other Organic Grain Exchange users.
• X.  Not to use any information given to you about other users of the Organic Grain Exchange services, except to complete your transaction with that user.
• Y.  Not to create a new account or attempt to create a new account for the sole purpose of avoiding limitations or suspension of your access to Organic Grain Exchange or for the sole purpose of providing or avoiding negative user ratings and feedback.

IX.  Organic Grain Exchange takes user privacy very seriously.

Organic Grain Exchange takes user privacy very seriously.  We want Organic Grain Exchange to be both a fun and safe site for buyers and sellers to use.  However, by using the Organic Grain Exchange services to their full extent, some user information will have to be relayed to Organic Grain Exchange and other users of the Organic Grain Exchange Services. By using the Organic Grain Exchange services, you expressly and wholly agree to allow Organic Grain Exchange to contact you and use your personal information to provide you with adequate service while using the Organic Grain Exchange services.  You also expressly and wholly agree to allow Organic Grain Exchange to relay some of your contact information to other users of the Organic Grain Exchange services, in order to facilitate transactions or try to help settle disputes. Organic Grain Exchange will only provide the necessary contact information to complete your transactions with the users with which you are dealing. In the event that you are given information about another user of the Organic Grain Exchange Services, you wholly and expressly agree that you will not use the information given to you except to fulfill the purposes for which the information was provided.  This means, among other things, that you cannot disclose, use, sell, or distribute to any third party, or for your own dealings, any of the information given to you about another user of the Organic Grain Exchange services. Organic Grain Exchange also agrees never to sell any of your contact information to third parties, including third party marketing firms.  Organic Grain Exchange does reserve the right to disclose personal information about its users to enforce our policies (including payment and collection of fees) or to correspond with any other legal requirements. Organic Grain Exchange will NEVER relay any of your financial information to any other users of the Organic Grain Exchange services.  Nor will Organic Grain Exchange keep a database of any of your financial information.  Organic Grain Exchange uses a third-party, secure, merchant services system along with a secure SSL website to accept payments.  Through this system, no financial information is released to Organic Grain Exchange or any of the other Organic Grain Exchange users.

X.  Continued access to Organic Grain Exchange services

Organic Grain Exchange reserves the right to suspend or terminate your access to Organic Grain Exchange services for any reason, at our discretion.  Some possible reasons for terminating or suspending your access include, but are not limited to, too many failed transactions, to be decided by Organic Grain Exchange; failure to abide by the terms and conditions of this User Agreement; failure to abide by the terms and conditions of any Organic Grain Exchange seller agreement or buyer agreement; failure to abide by any relevant laws or customs while selling or buying; providing false information to Organic Grain Exchange regarding your products or contact information; failure to pay fees due to Organic Grain Exchange; and, especially, failure to abide by any of the terms and conditions in Sections VIII and IX of this User Agreement.

XI.  Sellers will never transfer legal or any other ownership of their products to Organic Grain Exchange

Organic Grain Exchange is not a traditional auctioneer, retailer, or distributor.  Sellers using Organic Grain Exchange will never transfer legal or any other ownership of an item to Organic Grain Exchange. Accordingly, the transaction that is negotiated upon by the users of the Organic Grain Exchange services will include only the buyer and the seller, not Organic Grain Exchange.  Because Organic Grain Exchange will never hold or take in the products listed on the website, Organic Grain Exchange cannot guarantee that the products listed on the website will actually be available, will be delivered as sold, will be delivered as described, will be delivered on time, will be delivered unharmed, or will be delivered at all; nor can Organic Grain Exchange guarantee that the buyer in the transaction will fulfill their contractual duties, including, but not limited to, paying for the product.

• A.  ORGANIC GRAIN EXCHANGE EXPRESSLY EXCLUDES AND DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES RELATED TO THE PRODUCTS BEING SOLD THROUGH THE ORGANIC GRAIN EXCHANGE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, THE ACCURACY AND THE DESCRIPTION OF THE POSTED PRODUCTS LISTED ON THE ORGANIC GRAIN EXCHANGE SERVICES; THE ACTUAL AVAILABILITY OF THE PRODUCTS ON THE ORGANIC GRAIN EXCHANGE SERVICES; THE TYPE, QUALITY, AND/OR CERTIFICATION OF THE PRODUCTS LISTED ON THE ORGANIC GRAIN EXCHANGE SERVICES; THE IMPLIED WARRANTY OF MERCHANTABILITY FOR THE PRODUCTS LISTED ON THE ORGANIC GRAIN EXCHANGE SERVICES; THE WARRANTY OF NON-INFRINGEMENT;  AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS LISTED ON THE ORGANIC GRAIN EXCHANGE SERVICES.
• B.  Because Organic Grain Exchange cannot inspect the products being sold through the Organic Grain Exchange services, sellers posting products through the website will be responsible to provide Organic Grain Exchange with the most up to date and accurate information that they have about the products that they are listing to sell, including the quality and any certification of the products they wish to sell. Therefore, it is the sole duty and responsibility of the seller to make sure that when an express warranty about the product is provided in the description that they have given to Organic Grain Exchange, that the product delivered to the buyer meets that warranty. If a seller wants to disclaim any warranties, both express and implied, regarding the products that they are posting, they must include that they are selling the product “as is” in the information that they provide to Organic Grain Exchange.
• C.  Organic Grain Exchange merely helps facilitate and host the bidding and listing process. This means that the contract for sale for any transaction negotiated upon through the Organic Grain Exchange services is directly between the buyer and the seller. Organic Grain Exchange will not be a party to the transaction, nor a party to the contract for sale.  This means that although Organic Grain Exchange can help buyers and sellers facilitate disputes within the steps of the transaction, including, but not limited to, providing user feedback; contacting the parties; and suspending access to Organic Grain Exchange services, Organic Grain Exchange will not be able to guarantee that the product will arrive safely or as described by the seller, or that the transaction will be completed and seen as satisfactory by both parties. If a dispute cannot be resolved with the help of Organic Grain Exchange, it will be the sole burden of the parties involved in the transaction to explore any other remedies against the other party to the transaction.
• D.  BECAUSE ORGANIC GRAIN EXCHANGE IS NOT A PARTY TO THE CONTRACT OF SALE, NOR A PARTY TO THE TRANSACTION, YOU EXPRESSLY AND WHOLLY AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES ARE NOT LIABLE TO YOU OR RESPONSIBLE FOR ANY DIRECT OR INDIRECT LOSSES THAT YOU SUSTAIN AS A RESULT OF, OR ARISING FROM, ANY OF THE TRANSACTIONS THAT OCCUR BECAUSE OF YOUR USE OF THE ORGANIC GRAIN EXCHANGE SERVICES. This limitation of liability includes, but is not limited to, loss of money; loss of goodwill; loss of reputation; loss of time; loss of products; loss of value of products; damage to products; cost of procurement of substitute goods; cost of substitute goods; loss of profits; any losses associated with third party claims and suits against you; litigation costs and legal fees; any other intangible loss; any other direct, special, incidental, indirect, exemplary, or consequential damages under any theory of liability; and any other losses of any kind or character.  This limitation of liability does not purport to limit any liability that cannot be excluded or limited by law. If you live in a jurisdiction that does not allow for the full disclaimer of warranties or exclusion of damages, only the limitations that are lawful in your jurisdiction will apply to you. If this is the case for you, you expressly agree that the limitation of liability for Organic Grain Exchange will be to the maximum extent not prohibited by applicable law. Regardless of the previous paragraphs, you expressly agree that if for any reason, Organic Grain Exchange is found to be liable, any claims assessed against Organic Grain Exchange to you or any third party shall not exceed the total fees that you have paid to use the Organic Grain Exchange Services for the previous 12 months.
• E.  IF YOU HAVE A DISPUTE WITH ANOTHER USER OF THE ORGANIC GRAIN EXCHANGE SERVICES REGARDING ANY STEP OF THE TRANSACTION OR REGARDING ANY PART OF THE CONTRACT OF SALE, REGARDLESS OF WHETHER A FORMAL CONTRACT IS CREATED, YOU EXPRESSLY AGREE THAT YOU WILL COMPLETELY RELEASE ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES, FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES, BOTH DIRECT AND INDIRECT; BOTH KNOWN AND UNKNOWN, THAT ARISE FROM ANY OF THESE DISPUTES OR THAT ARISE FROM ANY ACTIONS OR INACTIONS OF OTHER USERS OF THE ORGANIC GRAIN EXCHANGE SERVICES. YOU ALSO EXPRESSLY WAIVE ANY STATUTORY OR OTHER PROTECTIONS THAT WOULD LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS AND DAMAGES THAT YOU MAY KNOW OF OR SUSPECT AT THE TIME OF SIGNING THIS RELEASE.
• F.  YOU ALSO EXPRESSLY INDEMNIFY AND HOLD HARMLESS ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES FROM ANY LOSS, SUIT, ACTION, PENALTY, CLAIM, OR DEMAND, INLUDING LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO, OR ARISING FROM, THE TRANSACTION, THE CONTRACT OF SALE, OR YOUR ACTIONS AND INACTIONS WHILE PERFORMING THE TRANSACTION.

XII.  Services offered by Organic Grain Exchange

Organic Grain Exchange currently provides a platform for sellers to list items in our Offers Table or in our Featured Producers page.  Potential buyers who are in need of a product that is not already listed through our services can also list their needs in our rolling requests table. Organic Grain Exchange reserves the right to implement any changes to these services, including, but not limited to refining or removing the tables currently available through the Organic Grain Exchange services or providing new platforms for buyers and sellers to buy and sell their products.

XIII.  Organic Grain Exchange fees

Organic Grain Exchange will add a processing fee into the buying price, before the final transaction terms are sent to the buyer to be agreed upon.  This fee will be in addition to any additional cost added by the seller for shipping and handling.  The buyer will ALWAYS have an opportunity to decline the final transaction after seeing these added fees for shipping and processing. In transactions where sales taxes are relevant, the fee charged by Organic Grain Exchange will never be based upon or added on to any money that is designated as sales tax. Except for in extreme circumstances, as determined by Organic Grain Exchange on a case by case basis, this processing fee will not be refundable by Organic Grain Exchange in any circumstances, including instances of dispute or instances where a satisfactory product was not delivered.  It is the responsibility of the buyer and seller to address the possible refund of this fee in their contract of sale, knowing that Organic Grain Exchange is not a party to that contract of sale. It is the goal of Organic Grain Exchange to have all of your products sell through our services in a hassle-free manner.  Accordingly, Organic Grain Exchange will not charge the seller a listing fee to list your products to sell through our services, nor will we charge a listing fee to list a request in our requests table. Because we require no listing fee or requests fee, and because your products or your requests will be posted at no cost for an indefinite amount of time, Organic Grain Exchange reserves the right to charge a 2.5% fee to sellers who voluntarily request that the listings that they have posted be removed from the Organic Grain Exchange services.  In any future instance that Organic Grain Exchange LLP decides to institute this fee, it will be determined based upon the listing price provided by the seller and the quantity that remains available at the time of the removal of the listing.  An invoice for the listing removal fee to be charged to the seller will be sent to the seller, and the seller will have 30 days to send the fee payable to Organic Grain Exchange LLP. For instances of listing removal based upon the spoiling of the product listed, Organic Grain Exchange will waive the listing removal fee upon receiving proof that the products in question have spoiled.  We are well aware of the fact that produce may not last long after it is picked. To help all sellers achieve the goal of selling all of their products, Organic Grain Exchange requests that at the time of initial listing, if the seller knows approximately how long the products will be good for, Organic Grain Exchange can list that information in the actual listing of the product.  That way, before it potentially spoils, we can push hard for the product to sell.

XIV.  Listing Details

It is the sole responsibility of the sellers to provide correct and up to date information about the products that they would like to sell through the Organic Grain Exchange services.  This includes the product location, an up to date description of the product, any certifications to be listed for the product, asking price, quantity available, whether or not the listing can be split up into smaller buying amounts, an estimated availability timeline, an estimated shipping date, and any other conditions upon the sale of the product. As a seller, you expressly and wholly grant Organic Grain Exchange the right to use any of the information regarding the listings as we see fit.  This includes, but is not limited to, all rights to publish in all forms of media current and future, known and unknown; rights to copyright publicity; rights to use your trademark, if you make it available for the listing; any database rights attributed to any of the information in the listing; and other intellectual property rights reasonably related to the actual listing, including any pictures that you submit. Organic Grain Exchange agrees not to modify any pictures or other intellectual property that you submit, other than for the resizing of any files that contain images to be used in the listing.

XV.  Sales Tax

For any transactions which will legally incur sales taxes, it is the sole responsibility of the seller to add this sales tax into the purchase price quoted to the buyer.  This sales tax will be added into the purchase price by the seller, before the buyer has the right to accept or decline the terms of the transaction.  At this point in the negotiation, Organic Grain Exchange will provide the seller with the location of the residence of the potential buyer, so that the seller will be able to discern what, if any taxes apply, and in what amount.

XVI.  Applicable Laws for shipping and selling products

It is also the sole responsibility of the seller to determine, what, if any, laws apply to the shipping of goods across state lines.  For example, but not limited to, shipping agricultural products into the state of California, you might be required to state on the outside of the package the common or scientific name of the item and where it was grown.  The information in this paragraph is not included to provide legal advice or analysis of relevant laws; it is merely provided to demonstrate some of the laws and regulations that sellers who ship products may be subject to.  Organic Grain Exchange makes no warranty that the example used is still relevant or legally correct. It is also the sole responsibility of the seller to understand and follow any Federal, Domestic, and State Interior Quarantine laws or regulations, or any other laws and regulations regarding selling products.

XVII.  “Featured Producers/Featured Products/Featured Requests”

Organic Grain Exchange reserves to right separate listings from the general offers table into a “Featured Producers/Feature Products/Featured Requests” table.  This upgrade service will be available for a negotiated upon price.  These “Featured Producers,” “Feature Requests,” or “Featured Products” will gain upgraded listings on the Organic Grain Exchange services.  For more information regarding the process to become a Featured Producer or a Featured Buyer, please contact Organic Grain Exchange via the Organic Grain Exchange website.  Any future agreement you make with Organic Grain Exchange will be incorporated into this User Agreement.

XVIII.  Bidding details

It is the responsibility of the buyers to read through the entire listing for any products that they would like to bid on.  For some listings, sellers will list special notes for the transaction—for example: whether personal and local delivery is available; whether local pick-up is available; whether they will accept “cash on delivery” (only available for special produce listings); or other notes on conditions upon the transaction.

XIX.  Returns

Organic Grain Exchange will not be a party to the actual transaction, or a party to the contract of sale for the items bought through the Organic Grain Exchange services.  Accordingly, it is the sole responsibility of the buyer and the seller to dictate rules for the return of a product or refunds made under certain circumstances.

XX.  User Ratings

Organic Grain Exchange reserves the right to keep and publish user ratings based upon the agreed upon transactions that you are a party to either as a seller or as a buyer.  Organic Grain Exchange reserves the right to post this feedback score in addition to any listing that you wish to post on the Organic Grain Exchange services, or as a part of a bid submittal as a seller.

XXI.  Compliance with User Agreement

Organic Grain Exchange reserves the right to maintain a system to ensure that the users of its services are complying with the terms and conditions of this User Agreement and the terms and conditions of all other Organic Grain Exchange seller and buyer agreements.  Organic Grain Exchange will distribute user surveys to track user compliance with the terms and conditions of this User Agreement, especially Parts A through E of Section VIII of this User Agreement.  Both the buyer and the seller in each transaction will be able to fill out these surveys based upon the actions of the other party to the transaction.  Organic Grain Exchange reserves the right to suspend or terminate access to the Organic Grain Exchange services based upon the results of these surveys.

XXII.  Timeliness of communication

Organic Grain Exchange asks that you be as timely as possible in responding to communications from Organic Grain Exchange and asks that when you are involved in the bidding or listing process, that you regularly monitor your listings and bids, that you regularly check for emails from our team, and that you respond to requests made by Organic Grain Exchange or other Organic Grain Exchange users in a timely manner.

XXIII.  The Organic Grain Exchange services are provided to you “AS IS” and “AS AVAILABLE”
Exclusion of warranties

Organic Grain Exchange cannot guarantee the continuous operation and access to the Organic Grain Exchange services. You expressly agree that you are using the Organic Grain Exchange services at your own risk.  The entirety of the Organic Grain Exchange services are being offered to you “AS IS.”  The Organic Grain Exchange services are also only available to you on an “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORGANIC GRAIN EXCHANGE EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES AND REPRESENTATIONS, BOTH IMPLIED AND EXPRESS, AS TO THE ORGANIC GRAIN EXCHANGE SERVICES, THE RESULTS OBTAINED BY YOUR USE OF THE ORGANIC GRAIN EXCHANGE SERVICES, THE PERFORMANCE OF THE ORGANIC GRAIN EXCHANGE SERVICES, THE TIMELINESS OF THE ORGANIC GRAIN EXCHANGE SERVICES, AND THE AVAILABILITY AND ACCESSIBILITY OF THE ORGANIC GRAIN EXCHANGE SERVICES, ACCORDINGLY, ORGANIC GRAIN EXCHANGE EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES AND ALL CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AS THEY PERTAIN TO THE ORGANIC GRAIN EXCHANGE SERVICES.

XXIV.  Limitation of Liability

YOU EXPRESSLY AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES ARE NOT LIABLE TO YOU OR RESPONSIBLE FOR ANY DIRECT OR INDIRECT LOSSES THAT YOU SUSTAIN WHILE USING, OR AS A RESULT OF USING THE ORGANIC GRAIN EXCHANGE SERVICES. This limitation of liability includes, but is not limited to, loss of money; loss of goodwill; loss of reputation; loss of time; loss of products; loss of value of products; damage to products; cost of procurement of substitute goods; cost of substitute goods; any damage caused to your personal computing device; loss caused by a virus; loss of data; loss of profits; any losses associated with third party claims or suits against you; litigation costs and legal fees; any other intangible loss; any other direct, special, incidental, indirect, exemplary, or consequential damages under any theory of liability; and any other losses of any kind or character.  This limitation of liability does not purport to limit any liability that cannot be excluded or limited by law. This limitation of liability concerns, but is not limited to, any reliance placed by you on the information found on the Organic Grain Exchange services; any disputes you have with other users of the Organic Grain Exchange services; any problems you have with any transactions that were negotiated upon through using the Organic Grain Exchange services, your inability to use or access the Organic Grain Exchange services; any delays or disruption of the Organic Grain Exchange services; any delays or disruption in shipping; any disruption or delays in waiting for communication from the Organic Grain Exchange team or from other Organic Grain Exchange users; any malicious software you obtain through accessing the Organic Grain Exchange services; any third-party disclosure of your personal information; any inaccuracies, errors, and glitches in the Organic Grain Exchange services; any inaccuracies and errors in the listings posted to Organic Grain Exchange; the actions or inactions of other users using the Organic Grain Exchange services; the duration and manner in which your listings appear through the Organic Grain Exchange services; a suspension or termination of your access to the Organic Grain Exchange services; and any potential losses that you might incur based upon Organic Grain Exchange changing its policies, its platforms, its User Agreement, or its fee structure. If you live in a jurisdiction that does not allow for the full disclaimer of warranties or exclusion of damages, only the limitations that are lawful in your jurisdiction will apply to you. If this is the case for you, you expressly agree that the limitation of liability for Organic Grain Exchange will be to the maximum extent not prohibited by applicable law. Regardless of the previous paragraphs, you expressly agree that if for any reason, Organic Grain Exchange is found to be liable, any claims assessed against Organic Grain Exchange to you or any third party shall not exceed the total fees that you have paid to use the Organic Grain Exchange Services for the previous 12 months.

 

XXV.  Release

IF YOU HAVE A DISPUTE WITH ANOTHER USER OF THE ORGANIC GRAIN EXCHANGE SERVICES, YOU EXPRESSLY AGREE THAT YOU WILL COMPLETELY RELEASE ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES, FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES, BOTH DIRECT AND INDIRECT; BOTH KNOWN AND UNKNOWN, THAT ARISE FROM ANY OF THESE DISPUTES OR THAT ARISE FROM ANY ACTIONS OR INACTIONS OF OTHER USERS OF THE ORGANIC GRAIN EXCHANGE SERVICES. YOU EXPRESSLY WAIVE ANY STATUTORY OR OTHER PROTECTIONS THAT WOULD LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS AND DAMAGES THAT YOU MAY KNOW OF OR SUSPECT AT THE TIME OF SIGNING THIS RELEASE.

XXVI.  Indemnity

YOU ALSO EXPRESSLY INDEMNIFY AND HOLD HARMLESS ORGANIC GRAIN EXCHANGE, ITS PARTNERS, ITS SUBSIDIARIES, ITS SUCCESSORS IN INTEREST, AND ANY OTHER FUTURE ASSIGNEES FROM ANY LOSS, SUIT, ACTION, PENALTY, CLAIM,  OR DEMAND, INLUDING LEGAL FEES, MADE BY ANY THIRD PARTY ARISING FROM OR DUE TO YOUR USE OF THE ORGANIC GRAIN EXCHANGE SERVICES; YOUR VIOLATION OF ANY LAW, REGULATION, OR CUSTOM; YOUR BREACH OR INFRINGEMENT UPON ANY THIRD PARTY RIGHTS; YOUR BREACH OF THIS USER AGREEMENT; OR YOUR BREACH OF ANY OF THE SELLER AND BUYER AGREEMENTS THAT YOU HAVE WITH ORGANIC GRAIN EXCHANGE.

XXVII.  Governing law and Jurisdiction

You expressly agree that this User Agreement and any dispute that may arise between you and Organic Grain Exchange is governed by the laws of the State of Illinois, without regard to its conflict of laws provisions, and without regard to your actual state or country of residence.  You also agree that for any dispute, claim, or other legal action arising from this User Agreement or from your use of the Organic Grain Exchange services, that you agree to submit to exclusive jurisdiction and venue in the Ninth Judicial Circuit Court of Illinois sitting in Knox County, Illinois, or in the United States District Court for the Central District of Illinois, sitting in Peoria, Illinois.

XXVIII.  Breaches of this User Agreement

You expressly agree that a failure by Organic Grain Exchange to enforce any legal right or remedy after a breach of this User Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches by you or others.  Organic Grain Exchange cannot guarantee that it will take action based upon every single breach of this User Agreement.

XXIX.  Severability

If any of the terms found within this User Agreement are to any extent illegal, otherwise invalid, or incapable of being enforced, that term shall be excluded only to the extent that it is illegal, invalid, or unenforceable.  All of the other terms of this User Agreement shall remain in full force and in full effect. To the extent permitted and possible, the unenforceable term shall be deemed replaced by a term that is valid and comes closest in form, scope, and intention of the term that was illegal, invalid, or unenforceable.

XXX.  Termination of this User Agreement

Some terms of this User Agreement survive any termination of this User Agreement, either by you or Organic Grain Exchange.  These terms are Sections VIII, IX, XI, XIII, XXIII, XXIV, XXV, XXVI, XXVII, and any other sections that pertain to user privacy, fees, limits on liability, indemnification, release, legal disputes, disclaimer of warranties, and any sections that deal with the intellectual property rights of the Organic Grain Exchange services and content.