MY GRAIN EXCHANGE TERMS OF SERVICE
Welcome to the Terms of Service for the MGX Exchange (these "Terms"). This is a contract between you and My Grain Exchange Inc. ("we", "us", "our", and "MGX"), and we want you to know and understand your rights and our rights before you use the MGX Exchange (the "Service"). It's really important that you take the time to read these Terms. Once you access, view, or use the Service, you are going to be legally bound by these Terms.
The Service is constantly evolving. The Terms may also change from time to time. We may change the Terms for a variety of reasons, including to reflect changes in the law, new features, changing business practices, or just finding a better way to do things. The most recent version of this Agreement will be posted to our website https://mygrainexchange.com/. The most recent version is the version that applies. If the changes contain any material changes that affect your rights or responsibilities, we will notify you in advance of the change by reasonable means. This could include a direct notification when you log on to the Service, or by an email. If you continue to use the Service after we make the changes, then you agree to those changes.
CREATING AN MGX EXCHANGE ACCOUNT
In order to use the Service, you will need to register with an account (the "Account"). In order to create an account you must be legally permitted to use the Service in your home country. If you are a natural person, you also must be over the age of 18. You may create multiple accounts if there are legitimate business purposes for having more than one account. One example of a legitimate purpose would be that you manage buying and/or selling of commodities sold on the MGX Exchange for more than one corporate or personal entity. You also are agreeing not to use anyone else's account.
If you do not create an Account, certain functions and features of the Service may not be open to you.
When you create an Account, we will require you to provide valid and correct credit card information, which will be used to process payments owed to us for your use of the Service.
If at any time you decide that you no longer wish to have an account with us, you will need to send a support request asking for your account to be removed from the system. Your account will be deleted immediately, but it might take a little while for Your Content (see definition, below) to be removed from the Service. Certain aspects of Your Content will necessarily remain within the Service, but insofar as practical, as anonymized data. The Service will continue to store your personalized data for concluded transactions, as that information is released to the other party and also forms part of their record and account information upon the conclusion of a successful transaction. This is an inherent function of the Service. Any auctions that cannot be cancelled when you delete your account, either because of the type of auction, or because there are valid bids in place, will continue to run to the close date. We will email you the results of any such auctions, and you will continue to be obligated to pay us any amounts due and owing to us for your use of the Service regardless of whether or not your account was deleted before or after close of the auction.
One of our goals is to create an efficient and transparent marketplace for grain buyers and sellers. In order to do that, we need to be able to terminate or suspend Accounts at our sole discretion. This means that
we don't need any reason to stop you from accessing your Account, we just can. We're also a tech company, which means that we might have ways of determining whether you're breaching these Terms. You're agreeing to allow us to do everything that we are legally allowed to do to both ensure that you are complying with these Terms, and to prevent you from using our Service, at any time and without notice to you. This includes blocking specific IP addresses.
PURCHASING ON MGX EXCHANGE
As a Buyer on the Service, upon placement of an offer or bid, you become legally bound and obligated to complete any purchase for which your offer is accepted, or your bid represents the winning bid at the close of an auction. At no point may you retract any bid or offer.
Buyers will be charged a 1% buyers premium on all completed sale or auctions through the Service. By submitting a bid or offer to purchase on the Service you are agreeing to permit us, immediately upon the close of the transaction, to charge your credit card on file, or other pre-arranged payment method, for the full amount of the buyers premium, plus any applicable taxes. You are also agreeing to ensure that the credit card information that you have on file is current and up to date, and that any limitation on spending for the stored credit card will be in excess of any amounts charged by us. In the event that we are unable to charge your card for any reason, whatsoever, the full amount of the buyers premium plus a 5% collection surcharge on the buyers premium will become immediately due and payable, and we may take any and all actions necessary or that we deem advisable to collect such amounts, and you will also pay any and all such expenses, inclusive of solicitor fees on a solicitor and own client basis, so as to make us whole in our collection efforts.
You are prohibited from participating, facilitating, or in any other way being party to the following conduct:
Influencing or manipulating the bidding process with a view towards causing other bidders to accelerate their offers or bids, or preventing others from offering or bidding without interference; and
Offering or bidding on product that you own or otherwise have a financial interest in the proceeds
of sale;
By biding or offering on any product listed on the Service, you are agreeing that the terms of the purchase and sale of the product being offered will be governed by the standard form of contract utilized in all offers and auctions facilitated on the Service.
All products listed for sale on the Service must be graded by a certified and approved laboratory. Results of such grading accompany the posting for each product. MGX makes no representations or warranties as to the nature, quality, quantity, or other attributes of any product listed for sale on the Service. All such information is provided directly by the posting sellers and out laboratory partners, without verification by us. Further, we make no representations or warranties that the samples provided to our trusted laboratory partners are representative of the product being offered for sale. All purchases are to be made at the risk of the buyer and seller, direct between themselves.
SELLING ON MGX EXCHANGE
As a Seller on the Service, you may register inventory at any point in time to your account. Prior to the posting of any solicitations for offers to buy or auctions, you are required to submit a representative sample of the product to one of our trusted grading laboratory partners, who will provide independent verification of the traits and qualities of the product being offered. Only once the results from this analysis are provided to us and uploaded to your account will you be permitted to offer the product for sale or auction. Sellers are independently responsible to our third-party laboratory partners for all fees related to grading and analysis.
Sellers will be charged a 1% sellers premium on all completed sale or auctions through the Service. By posting a product for sale or auction on the Service you are agreeing to permit us, immediately upon the close of the transaction, to charge your credit card on file for the full amount of the sellers premium, plus any applicable taxes. You are also agreeing to ensure that the credit card information that you have on file is current and up to date, and that any limitation on spending for the stored credit card will be in excess of any amounts charged by us. In the event that we are unable to charge your card for any reason, whatsoever, the full amount of the sellers premium plus a 5% collection surcharge on the sellers premium will become immediately due and payable, and we may take any and all actions necessary or that we deem advisable to collect such amounts, and you will also pay any and all such expenses, inclusive of solicitor fees on a solicitor and own client basis, so as to make us whole in our collection efforts.
By posting any product for sale or auction on the Service, you are agreeing that the terms of the purchase and sale of the product being offered will be governed by the standard form of contract utilized in all offers and auctions facilitated on the Service.
Sellers are able to post reserve prices on their auctions. We will notify you in the event that an auction closes and the highest bid price fails to meet the posted reserve. A failure to meet the posted reserve will result in the auction concluding with no sale.
Sellers may remove a solicitation for offers to purchase at any point in time. In the case of an auction, sellers may remove the auction from the Service only prior to the submission of any bid. Once an auction cannot be removed, the Seller is agreeing to complete the sale of the posted product.
In rare and exceptional circumstances, MGX may agree to remove an auction notwithstanding the foregoing paragraph. In the event that product listed for sale is no longer available by reason of a force majeureor act of god (such as a catastrophic storm that destroyed the product), or it is determined, through no fault of the Seller that the posted auction would be misleading or otherwise cause disrepute to the operation of the Service, we may remove the auction, in our sole and unfettered discretion, at any point in time, up to close. Should you believe that there is a reasonable basis for an exceptional removal of an auction, please contact us immediately.
We provide no guarantee with respect to the gross proceeds that may be realized in respect of any listing or auction.
OUR RIGHTS RELATED TO AUCTIONS
In rare and exceptional circumstances we may collapse a sale post-auction. This right will only be used in the event that it is determined post-close of the auction that there was a serious error or mistake in the bidding process, or any other situation which we believe would call into question the fairness and transparency of the Service. In the event that a sale is collapsed post-auction, we will notify each of the buyer and seller, and the resultant contract of purchase and sale will be deemed null and void ab initio.
We also reserve the right to restart or vary the biding in the event of a detected unnatural mistake bid or a material change in the item being sold. Our decision to alter the bidding at any point throughout the auction will be deemed final and binding upon the parties. We will never alter or raise a bid above an amount bid by a buyer. We are not responsible for any loss or damages that result of a restarted or decreased bid for any reason, whatsoever.
In the event of a Service outage during closing time, all closing auctions will be extended for 24 hours after the Service resumes normal operations.
The Service operates auctions on a set closing time and closing date as listed on the Service servers. As a buyer, you have a right to know whether or not you are the registered successful high bidder on any auction.
CLOSE OF SALES
Once a transaction has concluded, the Service will automatically generate and deliver to each of the Buyer and Seller a copy of the standard form of contract utilized in all offers and auctions facilitated on the Service. The parties are responsible for carrying out their respective covenants and obligations under the contract, without any further intervention from us. We are, in no way, responsible for payment by the buyer, or delivery of product, by the seller. Should the Buyer and Seller mutually agree in writing, they may substitute another agreement in place of the Service's standard form contract by following the relevant provisions of the standard form contract.
SERVICE CONTENT
There are three types of content that you will be able to access when you use the Service:
content that you upload and provide ("Your Content");
content that other users upload and provide ("Member Content"); and
content that MGX provides ("Our Content").
We want to respect your desire to conduct business in the way that works for you. We also want to make sure that everyone's experience using the Service is a positive experience. This means that we need to restrict certain types of content. Content that includes any of the following features is not permitted to be uploaded or produced anywhere within the Service:
contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy another person;
is obscene, pornographic, violent, or otherwise may offend human dignity;
is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry;
encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offence;
manipulates prices for goods posted within the Service;
is defamatory or libellous;
relates to commercial activities that are unrelated to the buying and selling of grain and other commodities through the Service (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);
involves the transmission of "junk" mail or "spam";
contains any spy ware, adware, viruses, corrupt files, worm programmes or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from us or otherwise;
itself, or the posting of which, infringes any third party's rights (including, without limitation,
intellectual property rights and privacy rights);
shows another person which was created or distributed without that person's consent.
Your Content
You are solely responsible and liable for Your Content. You agree to indemnify, defend, release and hold us harmless from any claims made in connection with Your Content. You also represent and warrant to us that
you have all necessary rights and licences to upload, publish, or otherwise use Your Content; and
all of Your Content is, to the best of your understanding, true and correct.
The Service is a public market. Anyone with an Account has the ability to view all of the market information posted through the Service, which includes data that is expressly or derived from Your Content. People who do not use the Service could also view Your Content if it was sent to them by a third party, found some other way to access Your Content. Be sure that you are comfortable having Your Content viewed by anyone, anywhere, before you upload. We encourage you to use the same precautions in uploading Your Content to the Service as you would with any other digital service.
When you upload Your Content, you are granting us (and those people that we work with) a non-exclusive, royalty free, perpetual, worldwide licence to use Your Content in any way (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creative derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general publish such Content, whether in whole or in part and in any format or medium currently known or developed in the future).
We may assign and/or sub-licence the above licence to our affiliates and successors without any further approval by you.
We have the right to remove, edit, limit or block access to any of Your Content at any time, and we have no obligation to display or review Your Content.
Member Content
Member Content belongs to the person who uploaded the content. Except as expressly necessary to utilize the Service, you do not have any rights to other users' Member Content, and you may only use other users' personal information to the extent that your use of it matches the Service's purpose of facilitating the purchase and sale of grain commodities. You cannot use other user's Member Content or information to solicit outside business, to spam, to harass, to make unlawful threats, or to dox.
Our Content
Anything that is within the Service that isn't Your Content and isn't Member Content belongs to us. Our Content includes, without limitation, all of the text, content, graphics, user interfaces, trademarks, images, logos, sound, artwork, unique gestures, and other intellectual property appearing throughout the Service that doesn't fall into Your Content or Member Content. We have the rights, through ownership, license, or otherwise to use Our Content and such content is protected by copyright, trademark, or other intellectual property rights laws. All right, title and interest in and to Our Content remains with us at all times.
We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use Our Content, without the right to sublicense, under the following conditions:
you shall not use, sell, modify, or distribute Our Content except as permitted by the functionality of the Service;
you shall not use our name in metatags, keywords and/or hidden text;
you shall not create derivative works from Our Content or commercially exploit Our Content, in whole or in part, in any way, save and except through the express use of the Service; and
you shall use Our Content for lawful purposes only.
We reserve all other rights.
RESTRICTIONS ON USE
You agree to:
comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, equal opportunity laws and regulatory requirements;
use your real name and information on your profile;
use the Service in a professional manner.
You agree not to:
act in an unlawful or unprofessional manner including being dishonest, abusive or discriminatory;
misrepresent your identity, your current or previous positions, qualifications or affiliations with a person or entity;
disclose information that you do not have the consent to disclose;
misrepresent the quality or quantities of products that you have available for sale;
misrepresent your business;
create or operate a pyramid scheme, fraud or other similar practice;
scrape or replicate any part of the Service, by any means.
We've mentioned this in other places, but it's important, so it's worth repeating. We want people who use the Service to have a positive business experience. Users should not do bad or dishonest things to others. You can report abuse or violations of these Terms by other users by contacting us and outlining the violation/abuse/complaint. We take these complaints seriously and will look into each of them.
PRIVACY
For information about how MGX collects, uses, and shares your personal data, please review our Privacy Policy By using the Service, you agree that we can use Your Content in accordance with our Privacy Policy.
PREMIUM SERVICES AND PRODUCTS
We may make certain products and/or services available to users of the Service in consideration for a subscription fee or other fees ("Premium Services"), including the ability to purchase commodities, list products for sale, and have commodities graded (each a "Premium Product"). If you choose to use Premium Services or purchase Premium Products you acknowledge and agree that additional terms may apply to your use of, access to and purchase of such Premium Services and Products, and such additional terms are incorporated herein by reference.
You may purchase certain Premium Services and Products by paying with your credit card, debit card, or PayPal account, which will be processed by a third party processor (each, a "Premium Payment Method"). Once you have requested a Premium Service or Product, you authorize us to charge your chosen Premium Payment Method and your payment is non-refundable. If payment is not received by us from your chosen Premium Payment Method, you agree to promptly pay all amounts due upon demand by us. If you want to cancel or change your Premium Payment Method at any time, you can do so either via the payment settings option under your profile.
Premium Services and Products may include one-time purchases as well as time-based subscriptions (e.g., a one-week subscription, one-month subscription, three-month subscription, six-month subscription, etc.) to access additional account features. At the end of the free trial period (if any), you will be charged the price of the subscription and will continue to be charged until you cancel your subscription. Please note that for Premium Services and Products made on a subscription basis, your subscription will automatically renew for the same subscription period as you initially purchased (e.g., if you made an initial purchase for a six-month subscription, your subscription will be automatically renewed for an additional six-months). To avoid any charges for additional periods, you must cancel before the end of the free trial period, subscription period or renewal, as applicable. The pricing may vary due to a number of factors, such as (but not limited to) promotional offers, loyalty bonuses and other discounts that might apply to you.
PUSH NOTIFICATIONS; LOCATION BASED FEATURES
We may provide you with emails, text messages, push notifications, alerts and other messages related to the Service, such as enhancements, offers, products, events, and other promotions. After accessing the Service, you will be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the Service, you may opt out by changing your notification settings on your browser or within your settings and preferences in your profile. With respect to other types of messaging or communications, such as emails, text messages, etc., you can unsubscribe
or opt out by either following the specific instructions included in such communications, or by emailing us with your request at unsubscribe@mygrainexchange.com.
DISCLAIMER
THERE ARE CERTAIN THINGS THAT WE DO NOT PROMISE ABOUT THE SERVICE:
THE SERVICE, OUR CONTENT, AND MEMBER CONTENT ARE ALL PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
IF THE APPLICABLE LAW DOES NOT PERMIT THE FOREGOING EXPRESS EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN WE GRANT THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY THE APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION.
WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR OUR WEBSITE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT YOUR USE OF THE SERVICE OR WEBSITE WILL MEET YOUR EXPECTATIONS, OR THAT THE SERVICE OR WEBSITE, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. YOU ARE ENTIRELY RESPONSIBLE FOR ANY INTERACTIONS THAT YOU HAVE WITH OTHER MEMBERS.
MGX, AND ANY OWNER SHALL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, PROFIT OR GOODWILL, INCOME, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SERVICE, OUR WEBSITE, OUR CONTENT, OR ANY MEMBER CONTENT, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE.
THE FOREGOING SHALL APPLY EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED WITH THE SERVICE, YOUR ONLY REMEDY IS TO STOP YOUR USE OF THE SERVICE OR THE WEBSITE.
YOU HEREBY WAIVE ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SERVICE OR WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
THE LIMITATIONS ON LIABILITY IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF OUR AGREEMENT AND REFLECT A FAIR ALLOCATION OF THE RISK
BETWEEN YOU AND US. THE SERVICE AND WEBSITE WOULD NOT BE PROVIDED TO YOU FOR USE WITHOUT SUCH LIMITATIONS IN PLACE, AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
INDEMNITY
All the actions you make and information you post on the Service remain your responsibility. Therefore, you agree to indemnify, defend, release, and hold us, and our partners, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with:
any negligent acts, omissions or wilful misconduct by you;
your access to and use of the Service;
the uploading or submission of Your Content;
any breach of these Terms by you; and/or
your violation of any law or of any rights of any third party.
We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim.
MISCELLANEOUS
These Terms, which we may amend from time to time, constitute the entire agreement between you and MGX in respect of the provision of the Service. The Terms supersede all previous agreements, representations and arrangements between us (written or oral). Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.
You are responsible for taking all necessary precautions to ensure that any material you may obtain from us is free of viruses or other harmful components. You accept that the Service will not be provided uninterrupted or error free, that defects may not be corrected or that MGX, or the server that makes it available, are free of viruses or bugs, spyware, Trojan horse or any similar malicious software. MGX is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction.
If, for any reason, any of the Terms are declared illegal, invalid or otherwise unenforceable by a court of a competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from the Terms and the remainder of the Terms shall survive, remain in full force and effect and continue to be binding and enforceable.
No failure or delay in exercising any right, power or privilege under the Terms shall operate as a waiver of such right or acceptance of any variation of the Terms and nor shall any single or partial exercise by either
party of any right, power or privilege preclude any further exercise of the right or the exercise of any other right, power or privilege.
The Service may contain links to third-party websites or resources. In such cases, you acknowledge and agree that we are not responsible or liable for:
the availability or accuracy of such websites or resources; or
the content, products, or services on or available from such websites or resources.
Links to such websites or resources do not imply any endorsement. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Framing, in-line linking or other methods of association with the Service are expressly prohibited without first obtaining our prior written approval.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
ABOUT US
Your access to the Service, Our Content, and any Member Content, as well as these Terms are governed and interpreted by the laws of the Province of Saskatchewan, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Province of Saskatchewan. By using the Service, you are consenting to the exclusive jurisdiction of the courts of the Dominion of Canada and the Province of Saskatchewan. You agree that such courts shall have in personam jurisdiction and venue and waive any objection based on inconvenient forum. You agree that you will not file or participate in a class action against us.
EFFECTIVE DATE
The Terms were last updated: 2023-04-11.