ATS Terms & Conditions

USER TERMS OF USE

Ag Trading Systems, LLC, a Texas limited liability company (“Ag Trading”, “us”, “we” or “our”) is an online connection platform which uses web-based technology to connect Merchants (defined hereinbelow) with Customers (defined hereinbelow). Ag Trading is not a merchant, seller of goods, or delivery service. User (defined hereinbelow) and Ag Trading agree they are independent of one another, and the parties’ relationship is governed by these Terms of Use (these “Terms” or “Agreement”). Nothing in the parties’ agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between Ag Trading and any User. Ag Trading, Merchant and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.

PLEASE READ THESE USER TERMS CAREFULLY. These Terms are a legally binding contract between Ag Trading which owns or controls the applicable Product (defined hereinbelow) and/or provides the applicable Services (defined hereinbelow) that you may be accessing or using on the one hand, and you and your successors and heirs (if applicable) and the corporate entity you represent (“you” or “your”), on the other hand. BY USING AG TRADING’S PRODUCTS AND/OR SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS. If you access and/or use the Products and/or Services on behalf of a legal entity, then you represent that you have authority to bind that legal entity to this Agreement and that the legal entity accepts this Agreement. This Agreement will begin on the date in which you use any Ag Trading Product and/or Service (the “Effective Date”) and continue until terminated in accordance with this Agreement.

Users (defined hereinbelow) may, at different times, be both Customers and Merchants. When using the Product or Services, Merchant and Customer may enter into a contract for the sale and purchase of items listed for sale on the Product directly between themselves. Ag Trading is NOT a party to such sale or purchase.

Certain areas of the Product and Services (and your access to or use therein) may have additional terms, conditions, policies, rules, and guidelines, which govern your access to and use of such Product and/or Services (as applicable, the “Additional Terms”). The Additional Terms will be posted (via a link) on the applicable Product or Service and may be modified from time to time. To the extent there is a conflict between these Terms and any Additional Terms for a specific Product or Service, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that Product or Service.

SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, SECTION 10 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS SET FORTH IN SECTION 10; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

Please also review Ag Trading’s Privacy Policy (the “Privacy Policy”), which governs Ag Trading’s collection and use of your Personal Information. Registration data and certain other information about you is subject to our Privacy Policy. You understand that through your access or use of this Product and any Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of information to the United States and/or other countries for storage, processing, and use by Ag Trading.

Section 1 DEFINITIONS

“Customer” means a business, broker, other entity or individual purchasing commodities for resale, redistribution, or for their own use through Ag Trading Products or Services.

“Merchant(s)” means the User selling commodities to Customers using Ag Trading’s Product or Services.

“Product” means UFORIQ’s technology, including its website, application and platform that Merchant accesses or UFORIQ provides, that allows information to be exchanged between Merchant (which may include Merchant Applications and/or a Third Party Platform) and UFORIQ.

“Services” means any services, features, media, functions, content, tools and links contained in or offered via the Product.

“User” means Merchant or Customer, as applicable.

Section 2 PARTIES RESPONSIBILITIES

Ag Trading and User shall have the following responsibilities with respect to this Agreement:

2.1 Ag Trading Responsibilities. Ag Trading will make available, subject to the terms and conditions stated herein or in such other agreements or policies which may be implemented by Ag Trading from time to time, Ag Trading’s Product and Services. Ag Trading will provide an online platform where Merchants may publish and list Merchant items for sale and where Customers may purchase said items from Merchant.

2.2 User Responsibilities. User will:

2.2.1 In the creation of an account with Ag Trading, provide accurate information about the User’s identity. User will not provide any false information or impersonate another person or company through any User account. Ag Trading reserves the right to verify the account information a User provides. Upon Ag Trading’s request, User agrees to promptly provide requested verification documentation, including identification documents, proof of address or business information. If you do not provide the information requested or if you provide inaccurate information, Ag Trading may, in its sole discretion, terminate your account;

2.2.2 Maintain the confidentiality of its account information and password and will immediately notify Ag Trading in the instance User suspects any unauthorized use of its account or any other breach of account security. User acknowledges and agrees it is solely responsible for any activity on its account;

2.2.3 Assume all the risks of interactions with other Users on Ag Trading’s Product or Services. User will be solely responsible and liable for its use of the Product and/or Services, including buying, selling, transacting, and communicating on the Product;

2.2.4 Use Ag Trading for the sale or purchase of only the item(s) listed and described on the Ag Trading Product listings, and will not sell or purchase any additional or different items not reflected on the Ag Trading Product;

2.2.5 Not use Ag Trading Products and/or Services to sell or purchase Restricted Items as set forth hereinbelow in Exhibit A;

2.2.6 Acknowledge and agree that the Ag Trading Product and/or Services are only available to persons over the age of eighteen (18) who can form legally binding agreement(s) under applicable law. If User does not qualify, User is not permitted to use the Ag Trading Product or Services;

2.2.7 Use the Ag Trading Product and/or Services in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of Ag Trading, negatively reflect on the goodwill or reputation of Ag Trading and shall take no actions which would cause Ag Trading to be in violation of any laws, rulings or regulations applicable to Ag Trading;

1. 1. 1. Be responsible for any associated fees incurred from its wireless provider for using or accessing the Products and/or Services through a mobile device;

1. 1. 1. Only use the Product and Services as authorized in this Agreement and will not copy, modify, or otherwise use Ag Trading’s name and logo; and

1. 1. 1. Acknowledge and agree that its use of the Ag Trading Product and/or Services is at its own risk and that Ag Trading will not be liable for any of its acts or omissions and will not be liable to it or to any party claiming through it for any direct, indirect, incidental, special, consequential or other damages in tort, contract, product liability or under any other theory of law.

1. 1. Merchant Responsibilities. Merchant will:

1. 1. 1. Pay all amounts due and owing to Ag Trading for the use of its Product and/or Services as set forth herein or in any related sign-up form which provides the terms of payment for the use of Ag Trading’s Products and/or Services;

1. 1. 1. Describe items truthfully, accurately and completely. This includes creating informative listing descriptions including quantity, weight, quality, harvest date, location and such other information as may be necessary for Customer to make an informed decision regarding any item;

1. 1. 1. Have possession of and be ready to ship all items included in its listing.

1. 1. 1. Upon the execution of a purchase agreement, coordinate with Customer to successfully complete the sale including coordinating shipping and receiving payment from Customer.

1. 1. 1. Maintain adequate insurance in amounts not less than as required by law or that is common practice in such party’s business. In no event shall the limits of any insurance policy be considered as limiting the liability of Merchant under these Terms.

Section 3 PURCHASES AND SALES. Buying and selling items through the Products and/or Services includes risk, fees and taxes.

3.1User Risk. User assumes certain risks when using a marketplace service such as the Product made available by Ag Trading. Ag Trading is not a participant in and provides no warranty for any transaction between Merchant and Customer, and Ag Trading does not take title of any items listed through its Product. User acknowledges and agrees that Ag Trading will not be considered a Merchant or Customer in any transaction conducted through the Product and/or Services and that Ag Trading is not an auctioneer, consignee, or a shipping carrier. When acting as a Merchant or Customer, User assumes all of the risks associated with selling or purchasing items through the Product.

3.2Fees. You can register for Ag Trading’s Product and/or Services for free, however, Ag Trading will charge certain fees for various transactions you may complete through the Product. The fees associated with certain transactions are as set forth in our Fee Policy.

3.3Fee Modifications. Ag Trading may change or discontinue, temporarily or permanently, some or all fees for the Product, without notice and at our sole discretion, and such changes will be effective upon our revision of the Fee Policy.

3.4Purchases. Customer may accept the price offered by a Merchant and purchase the item(s) listed on Ag Trading’s Product or Customer may make an offer to Merchant to purchase the item(s) from Merchant. Once an offer has been accepted by the Merchant, it will be considered a purchase and a binding contract between the Merchant and the Customer. The contract to purchase will be solely between Merchant and Customer and Ag Trading will not be a party to such contract.

Upon entering into a purchase agreement, a contract will be generated and provided to both Merchant and Customer providing the details of the purchase agreement, including the name of the Merchant, the Merchant’s location, the name of the Customer, the Customer’s location, the commodity purchased and its applicable description, the flat rate price per unit, the unit measurement, and the quantity purchased.

3.5Payments. Upon entering into a purchase agreement, Merchant shall tender payment of the fees set forth in the Fee Policy or in its listing agreement between Merchant and Ag Trading. By submitting payment information through Ag Trading, Merchant authorizes Ag Trading to securely store that information and charge Merchant for any fees associated with such purchase upon the execution of said purchase agreement.

Merchant and Customer shall be solely responsible for coordinating payment amongst one another for the item(s) purchased through Ag Trading’s Product and/or Services as well as any applicable taxes, shipping costs and fees. Ag Trading will not be responsible for coordinating payment amongst Merchant and Customer.

3.6Shipping. Merchant and Customer shall be solely responsible for coordinating shipment of the item(s) purchased through Ag Trading’s Product and/or Services, including but not limited to, time for shipment, shipment terms, liability during shipment, and payment of same. Ag Trading will not be responsible for coordinating shipment of the item(s) purchased through Ag Trading’s Product and/or Services.

3.7 Cancellation. Merchant and/or Customer shall have until 5:00 pm Central Time on the day the Parties receive confirmation of a sale (the “Cancellation Period”) to cancel the sale for any reason by providing Ag Trading written notice of said cancellation to the following email address: tradedesk@agtradingsystems.com. In the event that the sale is cancelled during the Cancellation Period, and notwithstanding anything contained herein to the contrary, Merchant shall be entitled to receive a refund of the broker fee.

Ag Trading reserves the right, in its sole discretion, to modify, suspend or terminate Merchant or Customer’s access to the Product and/or Services and Merchant or Customer’s account, for any reason, including Merchant or Customer’s abuse of Ag Trading’s cancellation policy or if Ag Trading believes Merchant or Customer is attempting to avoid the broker fee, with or without notice to Merchant or Customer and without liability to Merchant, Customer or any third party.

Section 4 COMPLAINTS. User agrees that Ag Trading shall be responsible only for connecting Merchant and a Merchant item with a Customer. Merchant shall be solely responsible for any Customer complaints regarding the order, including without limitation, complaints regarding the nature, quality, content, or number of the order. User may refer complaints regarding Ag Trading’s Product and/or Services directly to Ag Trading by emailing tradedesk@agtradingsystems.com.

Section 5 CONFIDENTIAL INFORMATION.

5.1 The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with these Terms, whether orally or in physical form.

1. 1. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed to the Receiving Party in connection with these Terms; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.

1. 1. The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with these Terms; (ii) except subject to its compliance with Section 5.4, not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.

1. 1. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 5.3 and provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole expense, in opposing or seeking protective limitations on disclosure.

Section 6 MODIFICATIONS. Ag Trading reserves the right, in its sole discretion, to change, suspend, or discontinue the Ag Trading Product and/or Services at any time. Ag Trading may, in its sole discretion, refuse to accept a listing if Ag Trading determines that such listing or User could subject Ag Trading to undue regulatory risk, health and safety risk, or other liability. Ag Trading also may revise these Terms from time to time. By continuing to access or use the Ag Trading Product and/or Services after any revisions become effective, you agree to be bound by the revised Terms.

Section 7 REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under these Terms without breaching any obligation to any third party.

7.2 Each Party represents and warrants that it will comply with all applicable laws and regulations in its performance of these Terms, including without limitation (i) all applicable data protection and privacy laws and (ii) all applicable laws related to third party intellectual property and other proprietary rights.

7.3 User further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to the order, including but not limited to any licenses, permits, health and safety requirements, food safety and sanitation, (ii) it will comply with its obligations under Section 2 of these Terms, and (iii) it will not use Ag Trading to deliver any Restricted Items as set forth in Exhibit A.

7.4 YOU UNDERSTAND THAT YOUR USE OF THE PRODUCT AND/OR SERVICES, INCLUDING ANY CONTENT CONTAINED THEREIN, WILL BE AT YOUR SOLE RISK AND THAT AG TRADING PROVIDES THE PRODUCT AND SERVICES, INCLUDING ANY CONTENT CONTAINED THEREIN, ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AG TRADING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT REGARDING THE PRODUCT AND SERVICES, ANY CONTENT CONTAINED THEREIN, OR ANY THIRD-PARTY SERVICES, MATERIALS, OR ITEMS THAT MAY BE ACCESSED OR PURCHASED THROUGH THE PRODUCT AND SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AG TRADING MAKES NO WARRANTY THAT (1) YOU WILL BE ABLE TO SELL OR PURCHASE ANY ITEM THROUGH THE PRODUCT OR SERVICES OR THAT THE PRODUCT AND SERVICES WILL OTHERWISE MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE PRODUCT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT OR SERVICES WILL BE COMPLETE, ACCURATE, OR RELIABLE; OR (4) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT OR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

AG TRADING MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND REGARDING THE ITEMS OFFERED OR SOLD THROUGH THE PRODUCT OR SERVICES, INCLUDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF SUCH ITEMS, THE TRUTH OR ACCURACY OF ANY LISTINGS, OR THE ABILITY OF MERCHANTS AND CUSTOMERS TO TRANSACT ANY BUSINESS THROUGH THE PRODUCT OR SERVICES.

User acknowledges that the operation of Ag Trading’s web-based platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Ag Trading shall not be responsible to User or others for any such interruptions, errors, or problems or an outright discontinuance of its platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of these Terms.

Section 8 INDEMNIFICATION. User will release, defend, indemnify, and hold AFE Parties (defined hereinbelow) harmless from and against any and all claims, demands, damages, losses and expenses (including reasonable attorneys’ fees) (collectively “Losses”) with respect to (i) your access to or use of the Product and/or Services, including any items purchased or sold; (ii) any injury (bodily or otherwise) or damage to property (real or personal) to the extent caused by a User or arising from this Agreement (iii) your feedback; (iv) your breach of this Agreement; (v) your violation, misappropriation, or infringement of any rights of another (including someone else’s privacy or intellectual property rights); or (vi) your violation of applicable laws.

In each case, Ag Trading shall provide the User with (a) prompt notice of any claims such that the User is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the User’s expense). Ag Trading may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the User shall not enter into any settlement agreement that imposes any obligation on Ag Trading without Ag Trading’s express prior written consent.

Section 9 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL AG TRADING, OUR SUBSIDIARIES AND AFFILIATES, AND THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS AND EMPLOYEES OF EACH (THE “AFE PARTIES”) BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE— FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL DAMAGES, OR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL OR THE COSTS OF PROCURING REPLACEMENT ITEMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT AND/OR SERVICES, OR ANY ITEMS YOU PURCHASE OR SELL THROUGH THE PRODUCT AND/OR SERVICES, WHETHER OR NOT AN AFE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PRODUCT AND/OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT; TORT INCLUDING NEGLIGENCE OR OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE PRODUCT AND/OR SERVICES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT AND/OR SERVICES; OR (3) ANY OTHER MATTER RELATED TO THE PRODUCT AND/OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THE AFE PARTIES TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT AND/OR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE GREATER AMOUNT OF (1) COMMISSIONS THAT YOU HAVE PAID TO AG TRADING AS A MERCHANT IN THE SIX (6) MONTHS PRIOR TO THE APPLICABLE CLAIM OR (2) TEN THOUSAND AND NO/100 U.S. DOLLARS (USD $10,000.00).

THE LIMITATIONS OF THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF THE AFE PARTIES OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. Our licensors and service providers will have no liability of any kind under this Agreement. Unless such restriction is prohibited by applicable law, you may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.

Section 10 DISPUTE RESOLUTION. PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH AG TRADING AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 10 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

1. 1. Scope of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of Ag Trading Products and/or Services, to any advertising or marketing communications regarding Ag Trading or Ag Trading Products or Services, or to any aspect of your relationship with Ag Trading as a User of Ag Trading Products and/or Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Ag Trading may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before the Effective Date of this Agreement.

IF YOU AGREE TO ARBITRATION WITH AG TRADING, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST AG TRADING IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

1. 1. Informal Resolution

You and Ag Trading agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Ag Trading therefore agree that, before either you or Ag Trading demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Ag Trading that you intend to initiate an informal dispute resolution conference, email tradedesk@agtradingsystems.com providing your name, telephone number, email address, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration.   The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

10.3 Arbitration Rules and Forum

This arbitration agreement shall be governed by the Federal Arbitration Act in all respects. If the rules and procedures of the Federal Arbitration Act cannot apply, then Texas state law governing arbitration agreements shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to Section 10.2. If this notice is being sent to Ag Trading, it must be sent by email to tradedesk@agtradingsystems.com. The arbitration will be conducted by neutral third-party company that specializes in administering arbitration proceedings (“Arbitrator”) selected by Ag Trading. Payment of all filing, administration, and arbitration fees will be governed by the Arbitrator’s rules. However, if required by law, Ag Trading will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in Lubbock County, Texas or at another mutually agreed location. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the Arbitrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.

1. 1. Arbitrator Powers

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable, except with respect to the Waiver of Class or Consolidated Actions, the enforceability of which can only be determined by a court. All disputes regarding the payment of Arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court or arbitration administrator. The arbitration will decide the rights and liabilities, if any, of you and Ag Trading. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The Arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The Arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The Arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The Arbitrator shall follow the applicable law. The Arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The Arbitrator’s decision is final and binding on you and Ag Trading.

1. 1. Waiver of Jury Trial

YOU AND AG TRADING WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Ag Trading are instead electing to have all disputes resolved by arbitration, except as specified in Section 10.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

1. 1. Waiver of Class or Consolidated Actions; Severability

YOU AND AG TRADING AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE MERCHANT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class, consolidated, and representative actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Ag Trading is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in this Section, after the conclusion of the arbitration of any arbitrable claims, and all other provisions of this Section 10 (Dispute Resolution) shall remain in force. The parties also waive the right to bring any claims for public injunctive relief. If, however, this waiver of public injunctive relief claims is deemed invalid or unenforceable with respect to a particular claim or dispute, then all such claims and disputes will then be resolved in arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of this Waiver of Class or Consolidated Actions is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If any provision of this Section 10 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 1. Nothing in this provision shall prevent you or Ag Trading from participating in a class-wide, collective, or representative settlement of claims.

1. 1. Batch Arbitrations

To increase efficiency of resolution, in the event one hundred (100) or more similar arbitration demands against Ag Trading, presented by or with the assistance of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than one hundred (100) demands per batch (plus, to the extent there are less than one hundred (100) arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Ag Trading and the arbitration provider to implement such a batch approach to resolution and fees.

1. 1. Opt Out

You may opt out of this Arbitration Agreement. If you do so, neither you nor Ag Trading can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Ag Trading in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Ag Trading username (if any), the email address you currently use to access your Ag Trading account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice by email tradedesk@agtradingsystems.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.

1. 1. 1. Survival. This Arbitration Agreement will survive any termination of your relationship with Ag Trading.

1. 1. 1. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Ag Trading makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Ag Trading.

Section 11 LITIGATION CLASS ACTION WAIVER. To the extent allowed by applicable law, separate and apart from the Arbitration Agreement found in Section 10, User agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because User opted out of the Arbitration Agreement or any other reason, will be conducted solely on an individual basis, and User agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which User acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). User further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

Section 12 DISPUTES WITH OTHER USERS. You will be responsible for your interactions with other Users, and you release Ag Trading from any liability or responsibility arising out of disputes with other Users. We encourage Users to resolve disputes with one another amicably. You are solely responsible for your interactions with other Users, including any purchase or sale transaction. Ag Trading has no obligation to resolve disputes between Users but Ag Trading reserves the right to attempt to help Users resolve disputes. You release Ag Trading from any claims, demands, and damages arising out of any disputes with other Users.

Section 13 TERMINATION. If you violate this Agreement, Ag Trading may respond based on a number of factors including but not limited to the egregiousness of your actions and whether a pattern of harmful behavior exists. In addition, at its sole discretion, Ag Trading may modify, suspend or terminate your access to the Ag Trading Product and/or Services and your Ag Trading account, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Ag Trading Product and/or Services and your Ag Trading account, Ag Trading reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use Ag Trading’s Product and Services and/or your Ag Trading account is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

Section 14 GENERAL PROVISIONS. These Terms constitute an integrated agreement between the Parties, which supersedes all prior agreements and communications of the Parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth in these Terms, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these Terms shall so survive and extend. This agreement is governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereof. The headings and sub-headings in this Agreement are included for reference purposes only and will not affect the meaning or interpretation of this Agreement in any way. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party. User may not assign these Terms in whole or in part without Ag Trading’s prior written consent. Ag Trading may freely assign these Terms. These Terms are binding upon, and inure to the benefit of, the employees, representatives, agents, affiliates, franchisors, franchisees, and permitted successors and assigns of each party, but shall not confer any rights or remedies upon any third party. All notices, requests, consents and other communications under the Parties’ agreements must be in writing and delivered by email. Ag Trading’s email address is tradedesk@agtradingsystems.com. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms, and these Terms will be construed as if such invalid, illegal or unenforceable provision had never been contained here.

EXHIBIT A

RESTRICTED ITEMS

Restricted Items as that term is used herein include the following:

• People, wildlife, animals or remains/parts

• Fireworks, explosives, firearms, weaponry, ammunition, or their parts

• Illegal or stolen goods or items

• Items encouraging violent or illegal activity or promote terrorist groups

• Recreational drugs or drug paraphernalia, including but not limited to Kratom or inhalants including nitrous oxide

• Hazardous materials, including medical waste, or poisonous or flammable items, except for materials that are (i) ORM-D or (ii) limited quantity shipment AND a Customer Commodity

• Raw meats or shellfish (for non-grocery partners)

• Endangered animal or wildlife products; items made of endangered animal or wildlife products (ivory, rhino horn, eurasion caviar, bushmeat, foie gras)

• Counterfeit products

• Any item that is in violation of any applicable Ag Trading terms or policies

 

Trade Confirmation Terms:
This Confirmation contains the terms and conditions of the above-described transaction between the Buyer and Seller. Buyer agrees to buy and Seller agrees to sell the commodity(ies) identified herein in the quantities and on the terms and conditions set forth in this Confirmation. If the terms and conditions of this Confirmation vary from the understanding of either the Seller or the Buyer, such party shall notify Ag Trading Systems, LLC, a Texas limited liability company (“Ag Trading”) on or before 5:00 pm Central Time on the day this Confirmation is received (“Cancellation Deadline”) by emailing tradedesk@agtradingsystems.com. If neither party notifies Ag Trading of any discrepancies in the terms and conditions included in this Confirmation before the Cancellation Deadline, both parties will be deemed to have accepted the terms and conditions set forth in this Confirmation.

For purposes of the transaction described in this Confirmation, Ag Trading has acted solely as a broker. Ag Trading has not determined the terms or conditions contained in this transaction and has not made any representations or warranties concerning the financial ability or legal authority of either the Buyer or Seller to perform the obligations under the terms and conditions contained in this Confirmation.

Buyer and Seller acknowledge and agree that they are each solely responsible for the performance of their obligations contained in this Confirmation and will not look to Ag Trading to perform any obligations for either party(ies). Buyer and Seller agree to hold Ag Trading harmless from any and all liability, whether arising in tort, contract or otherwise, including but not limited to monetary damage or other harm that may arise from a party’s default or other failure to fulfill that party’s obligations arising under the terms and conditions of this Confirmation. Buyer and Seller further acknowledge and agree that relief will only be available from, and will only be sought against, the defaulting party.

Unless objected to during the Cancellation Period, the terms and conditions contained in this Confirmation constitute an integrated agreement between the Buyer and Seller. This Confirmation supersedes all prior agreements and communications of the Parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth in this Confirmation, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of this Confirmation shall so survive and extend.

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Privacy Policy

AG TRADING’S PRIVACY POLICY

Last Updated: February 1, 2024

At Ag Trading Systems, LLC, a Texas limited liability company (“Ag Trading”) we respect your ability to know, access, correct, transfer, restrict the processing of, and delete your Personal Information (defined hereinbelow). We make it a priority to only collect and use Personal Information provided by you that is necessary to provide you with Ag Trading’s Services (defined hereinbelow). This privacy policy describes:

1. The Personal Information that Ag Trading and its affiliate entities (collectively, “we”, “our” or “us”) may collect, use, share, disclose, store and otherwise process when an individual (“you” or “your”) interacts or uses with Ag Trading Products and/or Services; and
2. Your related rights.

By accessing or using Ag Trading’s Products and/or Services, you agree that you have read, understood, and agree to our collection, storage, use and disclosure of your personal information as described in this Privacy Policy and our Terms of Use.

DEFINITIONS

“Customer” means a business, broker, other entity or individual purchasing commodities for resale, redistribution, or for their own use.

“Merchant” means a business engaged in the sale of commodities.

“Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. It does not, however, include (1) publicly available information from government records, (2) deidentified or aggregated information, or (3) other information excluded from the scope of applicable state privacy laws.

“Product” means Ag Trading’s technology, including its website, application and platform that Merchant(s) and Customer(s) access or Ag Trading provides, that allows information to be exchanged between Merchant, Customer and/or Ag Trading.

“Services” means any services, features, media, functions, content, tools and links contained in or offered via the Product.

“User” means Merchant or Customer, as applicable.

BY USING ANY AG TRADING PRODUCT OR SERVICE OR OTHERWISE PROVIDING INFORMATION TO US, YOU ARE CONSENTING TO THE PRACTICES THAT ARE DESCRIBED IN THIS PRIVACY POLICY. We may update this Privacy Policy from time to time, as detailed below. If, at any time, you have a question about how your Personal Information is being used, or if you want to withdraw your consent to certain practices, you can contact us emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com. We do not sell your Personal Information but may use and share such information as described below.

PERSONAL INFORMATION WE COLLECT

We collect information from you through our Products and Services and through any other interaction you may have with us and our affiliate entities including via email, text and other electronic message. You provide some of this information directly to us via our Products or Services and we collect some through your interactions, use, and experiences with our Products and Services or the devices used to do so.

Ag Trading may collect the following categories of Personal Information:

INFORMATION YOU PROVIDE

Personal Information: your full name, alias, postal address (both billing and shipping), email address, phone number, photograph of driver’s license (or similar government issued identification), gender, date of birth, and credit card number or other payment information.

Public Content: The information you contribute or post on our Products or Services (“Public Content”) intended for public consumption, including your reviews, photos, videos, comments, posts, lists, and user account names.

Transactional Information: If you initiate a transaction through any of our Products or Services, you may submit to us Personal Information. Additionally, some users may submit other identifiable information (e.g. photo identification) in order to process an order. From time to time, Ag Trading may promote certain promotional campaigns or make requests for your participation in surveys or advocacy efforts which require certain Personal Information.

Employee/Agent Information: If you are an employee or agent of a Merchant, you may be required to submit your Personal Information.

INFORMATION WE COLLECT

Transactional Information: If you initiate a transaction through any of our Products or Services, in addition to the information you provide us directly, we also automatically collect certain information, such as the date and time the transaction was initiated or the transaction status changes.

Location Information: We collect information about your precise or approximate geographic location when you consent to providing your location. We may collect this information from your computing or mobile device if you have enabled such functionality. Some of our services, will not work without permission to track the User’s location. We may also collect your approximate location or IP address from your browser using cookies or other web technologies and infer your location from other information we have collected.

Other Browsing and Device Information: We automatically collect information about you when you use our Products or Services. In addition to transactional and location information described above, the information we automatically collect includes log data and device information including browser type, domain name, the website that led you to our Products or Services, the website to which you go after leaving our Product or Service, the dates and times you access our Products or Services, device ID, and browsing activities within our Products or Services (e.g., the links you click, searches you run, the date and time of your visit or order, the amount of time you spend on specific pages, and the orders and purchases you make through our Products or Services). We may collect certain information with the help of cookies and other web technologies.

Communications: From time to time, you may contact us. Messages that you exchange through our Products or Services are saved. If you send or receive messages through our Products or Services via SMS text message, in addition to saving the messages, we may log phone numbers, phone carriers, and the date and time that the messages were processed. We may also store the information that you provide when you communicate with us, including phone calls, letters, emails, and other electronic messages, or in person.

INFORMATION COLLECTED FROM OTHER SOURCES

Third Party Service Providers: Some of our third-party service providers will collect information from you directly and share some of that information with us. Other third-party service providers will collect information about you via cookies or other web technologies and share that information with us. 

HOW WE USE YOUR INFORMATION

We may use your information to:

• Process your request for Services, goods, products, or information;
• Provide you with customer support;
• Provide you with personalized offers;
• Promote the Products and Services;
• Improve, upgrade, and enhance our Products and Services;
• Analyze system administration, debug and identify repairs, and back up our systems to allow for disaster recovery;
• Detect security incidents and protect, investigate, prevent, and potentially take action against possible deceptive, fraudulent, unauthorized, malicious or illegal activities;
• Carry out any specific purposes for which we have obtained your consent;
• Comply with applicable legal requirements, respond to law enforcement requests, and protect and defend the legal rights of Ag Trading, its employees, users, contractors and other third parties, including enforcing our Terms of Use, this Privacy Policy, and any other policies governing your access to or use of any of our Products or Services;
• Compile aggregate data to track trends and analyze patterns on our Products; and
• Engage in other legitimate business activities as permitted by law.

By providing your mobile phone number and/or email address through our Products or Services, you expressly consent to receive informational and transactional messages at the mobile phone number provided to Ag Trading, including with use of messages, and texts (including, but not limited to, short message service (SMS) text messages), and/or emails at the email address provided to Ag Trading. Consent is not required as a condition of your use of the Products or Services. Message and data rates may apply. Please contact your carrier for more details. You may opt-out of receiving these messages at any time.

This Privacy Policy does not limit our use or disclosure of non-personal information and we reserve the right to use non-personal information and disclose it to our partners, product manufacturers and other third parties at our discretion (including aggregated and/or anonymized information about our users and their use of our Products or Services).

If we combine non-personal information with Personal Information, the combined information will be treated as Personal Information for as long as it remains combined.

HOW WE SHARE YOUR INFORMATION

We do not generally share your Personal Information, except in the following limited circumstances:

1. We may share your Personal Information at your direction including with third parties to fulfill orders you place on our Products or through our Services. Similarly, by participating in one of our campaigns, such as a referral campaign, you direct us to share your information as contemplated in that campaign.
2. We may employ service providers or individuals to facilitate our provision of the Products or Services, to provide the Products or Services on our behalf, provide customer support, perform service-related services (e.g., maintenance services, database management, web analytics and improvement of features) or to assist us in analyzing how the Products or Services are used. We may share your information with any third-party service provider who performs services on our behalf but only to the extent needed to perform such tasks on our behalf, and we will contractually require them to protect and safeguard your Personal Information in accordance with applicable laws. For example, if you use our Products or Services to place an order, we will share information from or about you with all necessary third-party service providers so that they may facilitate your requested transaction. Merchants may also use your information to facilitate the delivery of goods ordered by you using Ag Trading Products or Services. The applicable point of sale service provider may also use your order related information as required to process and report transactions under applicable law. Most of your order information will only be shared with a point-of-sale service provider after you submit your order, but we will share your zip or postal code and any other information required to provide accurate tax calculations in the jurisdiction and other information relevant to your potential order.
3. In the event that Ag Trading is or may be acquired by or merged with another company or involved in any other business deal (or negotiation of a business deal) involving sale or transfer of all or part of our business or assets, we may transfer or assign your information as part of or in connection with the transaction and such acquirer or merged entity may thereafter utilize your Personal Information in accordance with this Privacy Policy. In the event of insolvency, bankruptcy, or receivership, information may be transferred as a business asset.
4. We may disclose information from or about you to government officials, law enforcement or private parties if we believe that such disclosure: (i) is reasonably necessary to comply with federal, state, or local legal process and legally binding law enforcement instructions and orders, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; (ii) is helpful to prevent, investigate, or identify possible wrongdoing in connection with our Products or Services; or (iii) protects our rights, reputation, property, or that of our users, affiliates, clients, partners, or the public. We may disclose your information if we believe doing so is appropriate or necessary to prevent any liability, or fraudulent, abusive, or unlawful uses, or to protect Ag Trading, our Products and Services, or any rights, property, or personal safety of Ag Trading or others.

YOUR PRIVACY RIGHTS

You can make certain choices about our collection and use of your information. You can control certain Personal Information that Ag Trading obtains and exercise your data protection rights (which may vary depending on the jurisdiction), by contacting Ag Trading or using various tools we provide. For example, you can:

• Use the “unsubscribe” links contained in our email messages to stop receiving product or promotional offers from us via email;
• Opt-Out of messages sent to your mobile device;
• Prevent our Products or Services from obtaining your location (e.g., disabling location services on your device). However, doing so means your use of certain features of our Products or Services will be limited.

Not all Personal Information processed by Ag Trading can be accessed or controlled via the tools described above. If you want to access or control Personal Information processed by Ag Trading that is not available via the tools above, please contact Ag Trading by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

We endeavor to substantively respond to a verifiable User request electronically within forty-five (45) days of its receipt. If we require more time (up to another forty five (45) days), we will inform you of the reason and extension period in writing. The response we provide will also explain the reasons we cannot comply with a request, if applicable. We do not charge a fee to process or respond to your verifiable User request. We may need to verify your request before completing it. For example, we may ask you to confirm data points we already have about you. We will only use Personal Information provided in a request to verify the requestor’s identity or authority.

If you, or an authorized agent acting on your behalf, wish to: (1) make a request related to any of the rights set forth below; or (2) appeal our refusal to act within a reasonable time, please reach out to us by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

Right to Know or Access: You may have the right to get confirmation about whether your Personal Information is being processed. If so, you may have the right to access the Personal Information and other information, such as the business or commercial purposes for collecting, selling or sharing information; the categories of Personal Information we collect; the categories of sources for Personal Information; the recipients (or categories of recipients) to whom the Personal Information have been or will be disclosed or sold, along with the Personal Information categories that each category of recipient purchased or obtained, as applicable; the predicted period that the Personal Information will be stored, or, if not possible, the criteria used to determine that period.

Right to Delete: You may have the right to the deletion or erasure of your Personal Information from our records in certain circumstances. We will delete or deidentify Personal Information not subject to one of the following exceptions from our records and will request our service providers to take similar action. We may deny your request if retaining the information is necessary for us to:

1. Complete the transaction for which we collected the Personal Information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you;
2. Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities;
3. Debug products to identify and repair errors that impair existing intended functionality;
4. Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law;
5. Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us;
6. Comply with a legal obligation; and
7. Make other internal and lawful uses of that information that are compatible with the context in which you provided it.

Right to Correct: You may have the right to correct your Personal Information if inaccurate.

Right to Opt-out of Sharing: You may have the right to opt-out of the sharing of your Personal Information to certain third parties. To exercise this right, you may submit a request by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

Right to Consent and/or Limit the Use and Disclosure of Your Sensitive Personal Information: You may have the right to consent to and/or limit our use of your sensitive Personal Information to that which is necessary to perform services, provide the goods reasonably expected, or as authorized under applicable regulations. To exercise this right, email Ag Trading at: tradedesk@agtradingsystems.com.

Right to Data Portability: You may have the right to receive the Personal Information that we collected about you, in a structured, commonly used and machine-readable format;

Right to Opt-out of Profiling: You may have the right not to be subject to a decision based solely on profiling, except under certain exceptions under local law.

CHILDREN USING OUR PRODUCTS OR SERVICES

Our Products and Services are intended for adults only and require that Users be no less than eighteen (18) years of age. Individuals under the age of eighteen (18) are prohibited from accessing our Products or Services and/or ordering products on our Products or Services. If we learn that we have collected or received Personal Information from an individual under 18 years old, we will delete that information and the associated account. If you believe we might have any information from or about an individual under 18 years old, please contact us by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

USERS OUTSIDE OF THE UNITED STATES

The Products and Services and the servers upon which they are hosted are located in the United States and are not designed or intended for anyone outside of the United States. If you are outside of the United States, please do not provide Personal Information to us. Personal Information you nonetheless submit using the Products or Services or otherwise provide to us will be transferred to and stored in the United States. By using the Products and providing Personal Information to us, you acknowledge and authorize this transfer.

ACCOUNT INFORMATION AND KEEP PASSWORDS PRIVATE

If you create an account or register with our Products or Services, you are responsible for maintaining the security of your password at all times. You are responsible for any and all activities that occur while logged into your account.

CHANGES TO OUR PRIVACY POLICY

We may occasionally update this Privacy Policy. When we do update this Privacy Policy, we will also revise the “Last Updated” date at the top of the Privacy Policy. If we make changes to this Privacy Policy, we will post the updated Privacy Policy on all Ag Trading Products and Services. Please review this Privacy Policy periodically to stay informed about how we are collecting, using, sharing, and storing information. If you continue to use the Products after we post an update to this Privacy Policy, you are indicating your acceptance and consent of the updated Privacy Policy.

CALIFORNIA RESIDENTS

Please review Ag Trading’s California Privacy Policy which supplements the Privacy Policy terms stated herein.

AG TRADING’S CALIFORNIA CONSUMER

PRIVACY ACT NOTICE SUMMARY

This California Consumer Privacy Act Privacy Policy (“California Privacy Policy”) describes how we handle your Personal Information (as that term is defined in Ag Trading’s Privacy Policy), the reasons we do so, and the rights you have as a California resident regarding your information. This California Privacy Policy supplements Ag Trading’s Privacy Policy.

This California Privacy Policy uses certain terms that have the meaning given to them in the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) and its implementing regulations.

CATEGORIES OF PERSONAL INFORMATION COLLECTED

We may collect or receive the categories of Personal Information listed below. Not all categories will be collected or received for every individual.

• Identifiers: Personal identifiers, such as name, telephone number, physical address, email address, national identification numbers, driver’s license numbers, and signatures
• Device Information and Online Activity: Device and online identifiers, keystroke patterns indicative of human or bot website/app usage, mobile and web network activity and related information (such as Mac address, IP address, cookie IDs, browser activity, and other information associated with your browsing history), and social media information
• Commercial Information: Purchase and transaction history information (such as products or services you have purchased or returned) and product testimonials
• Communications: Communication details (such as the content of emails, text messages, or other communications), call logs, and calendar information where Ag Trading is a party to the exchange
• Demographic Information: Demographic information, such as age, citizenship, date of birth, professional and employment information
• Financial Information: Financial information, such as credit or debit card numbers, financial account numbers, and claims information
• Geolocation: Location information, such as geolocation information
• Sensory Information: Audio, visual information, and other sensory information such as photographs and audio and video recordings
• Sensitive Personal Information: Government-issued identifiers (such as social security, driver’s license, state identification card, or passport number), account log-in and financial information (such as payment card details), and precise geolocation

SOURCES FROM WHICH WE COLLECT YOUR PERSONAL INFORMATION

We may obtain and combine Personal Information from different sources, as described in the Information We Collect section of Ag Trading’s Privacy Policy and provided below:

• Provided directly by you
• Collected from a device associated with you
• Collected through Ag Trading’s Products and/or Services
• Collected from an third-party source associated with Ag Trading’s Products and/or Services
• Collected from other sources, when it is appropriate, to help us correct or supplement our records, improve the quality or personalization of our services and to prevent or detect fraud

PURPOSES FOR COLLECTING PERSONAL INFORMATION

We may use your Personal Information for the purposes described in the How We Use Your Personal Information section of Ag Trading’s Privacy Policy and as provided below:

• Process your request for Services, goods, products, or information;
• Provide you with customer support;
• Provide you with personalized offers;
• Promote the Products and Services;
• Improve, upgrade, and enhance our Products and Services;
• Analyze system administration, debug and identify repairs, and back up our systems to allow for disaster recovery;
• Detect security incidents and protect, investigate, prevent, and potentially take action against possible deceptive, fraudulent, unauthorized, malicious or illegal activities;
• Carry out any specific purposes for which we have obtained your consent;
• Comply with applicable legal requirements, respond to law enforcement requests, and protect and defend the legal rights of Ag Trading, its employees, users, contractors and other third parties, including enforcing our Terms of Use, this Privacy Policy, and any other policies governing your access to or use of any of our Products or Services;
• Compile aggregate data to track trends and analyze patterns on our Products; and
• Engage in other legitimate business activities as permitted by law.

To the extent we process deidentified information, we will maintain and use the information in deidentified form and will not attempt to reidentify the information unless permitted by applicable law.

SALE AND SHARING OF PERSONAL INFORMATION

We do not sell your Personal Information but may use and share such information as described below.

We do not generally share your Personal Information, except in the following limited circumstances:

1. We may share your Personal Information at your direction including with third parties to fulfill orders you place on our Products or through our Services. Similarly, by participating in one of our campaigns, such as a referral campaign, you direct us to share your information as contemplated in that campaign.
2. We may employ service providers or individuals to facilitate our provision of the Products or Services, to provide the Products or Services on our behalf, provide customer support, perform service-related services (e.g., maintenance services, database management, web analytics and improvement of features) or to assist us in analyzing how the Products or Services are used. We may share your information with any third-party service provider who performs services on our behalf but only to the extent needed to perform such tasks on our behalf, and we will contractually require them to protect and safeguard your Personal Information in accordance with applicable laws. For example, if you use our Products or Services to place an order, we will share information from or about you with all necessary third-party service providers so that they may facilitate your requested transaction. Merchants may also use your information to facilitate the delivery of goods ordered by you using Ag Trading Products or Services. The applicable point of sale service provider may also use your order related information as required to process and report transactions under applicable law. Most of your order information will only be shared with a point-of-sale service provider after you submit your order, but we will share your zip or postal code and any other information required to provide accurate tax calculations in the jurisdiction and other information relevant to your potential order.
3. In the event that Ag Trading is or may be acquired by or merged with another company or involved in any other business deal (or negotiation of a business deal) involving sale or transfer of all or part of our business or assets, we may transfer or assign your information as part of or in connection with the transaction and such acquirer or merged entity may thereafter utilize your Personal Information in accordance with this Privacy Policy. In the event of insolvency, bankruptcy, or receivership, information may be transferred as a business asset.
4. We may disclose information from or about you to government officials, law enforcement or private parties if we believe that such disclosure: (i) is reasonably necessary to comply with federal, state, or local legal process and legally binding law enforcement instructions and orders, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; (ii) is helpful to prevent, investigate, or identify possible wrongdoing in connection with our Products or Services; or (iii) protects our rights, reputation, property, or that of our users, affiliates, clients, partners, or the public. We may disclose your information if we believe doing so is appropriate or necessary to prevent any liability, or fraudulent, abusive, or unlawful uses, or to protect Ag Trading, our Products and Services, or any rights, property, or personal safety of Ag Trading or others.

THE SALE OR SHARING OF PERSONAL INFORMATION OF USERS

UNDER 18 YEARS OF AGE

Ag Trading does not knowingly sell or share (for cross-context behavioral advertising) the Personal Information of Users under 18 years of age. For more information about treatment of children’s Personal Information, see Ag Trading’s Privacy Policy.

DISCLOSING PERSONAL INFORMATION FOR BUSINESS PURPOSES

We may disclose your Personal Information with certain third parties as described in the How We Share Your Information section of Ag Trading’s Privacy Policy and as disclosed hereinabove in the Sale and Sharing of Personal Information section.

HOW LONG DO WE RETAIN YOUR PERSONAL INFORMATION?

We will keep the Personal Information we collect about you for as long as necessary to carry out the purposes set forth in this Privacy Policy or any other policy provided at the time of data collection, but no longer than as required or permitted under applicable law or internal Ag Trading policy. We dispose of the information we collect in accordance with Ag Trading’s retention policies and procedures.

WHAT ARE YOUR CALIFORNIA PRIVACY RIGHTS?

If you are a California resident, you can make certain requests regarding your Personal Information, and we will fulfill each request to the extent required by law. If we are unable to comply with your request in whole or in part, we will notify you with reasons for the denial.

As stated in more detail below, you can request that we:

• Provide you with access to a copy of and certain details regarding the Personal Information we have about you.
• Delete your Personal Information.
• Stop selling your Personal Information or sharing your Personal Information for cross-context behavioral advertising.
• Correct your inaccurate Personal Information.
• Limit the use or disclosure of your sensitive Personal Information (SPI).

To exercise any of these privacy rights, please email Ag Trading at: tradedesk@agtradingsystems.com.

REQUEST TO ACCESS MY PERSONAL INFORMATION

You have the right to request access to the Personal Information we may have collected about you. To access your Personal Information, please email Ag Trading at: tradedesk@agtradingsystems.com.

Requests to access your Personal Information may be submitted up to two times in a rolling twelve-month period. In response, we will return to you the following categories of information, to the extent required by law:

• The categories of Personal Information we have collected about you.
• The categories of sources from which we collect your Personal Information.
• The business or commercial purpose for collecting, selling, or sharing your Personal Information.
• The categories of third parties to whom we disclose Personal Information.
• The specific pieces of Personal Information we have collected about you.
• A list of categories of Personal Information that we have sold or shared for cross-context behavioral advertising, along with the categories of third parties we sold it to or shared it with for cross-context behavioral advertising.
• A list of categories of Personal Information that we have disclosed for a business purpose, along with the categories of third parties we disclosed it to.

DELETE MY PERSONAL INFORMATION

You have the right to ask that we delete your Personal Information. Once we receive a request, we will delete the Personal Information (to the extent required by law) we hold about you as of the date of your request from our records and direct our service providers to do the same. Choosing to delete your Personal Information may impact your ability to use our websites and online features, including closure of your online account, and limit your use of other functions that require your Personal Information. To delete your Personal Information, please email Ag Trading at the following email address: tradedesk@agtradingsystems.com.

STOP SELLING OR SHARING MY PERSONAL INFORMATION

You have the right to opt-out of the sale of your Personal Information or sharing of your Personal Information. To request Ag Trading stop the sale or sharing of your Personal Information please email: tradedesk@agtradingsystems.com.

CORRECT MY PERSONAL INFORMATION

You have the right to ask that we correct the Personal Information we may have collected about you if that information is inaccurate. We reserve the right to request identifying documentation from you in certain circumstances, as permitted by law. To correct your Personal Information, please email Ag Trading at the following email address: tradedesk@agtradingsystems.com.

LIMIT THE USE AND DISCLOSURE OF SPI

You have the right to ask that we limit our use and disclosure of your SPI to certain purposes permitted by law and can do so by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

We will not discriminate against you for exercising your rights. We will not deny you goods or services, charge different prices or rates, provide a different level of service or quality of goods, or suggest that you might receive a different price or level of quality for goods. Some programs or membership services require usage of Personal Information to function, so compliance with your request may impact those experiences.

HOW WE VERIFY YOUR IDENTITY TO COMPLETE YOUR ACCESS, CORRECTION AND DELETION REQUESTS

If you request access to, or the correction or deletion of, your Personal Information we will verify your identity before disclosing the requested information. To do so, we may ask that you log into your account or provide us with your:

• First name*, middle initial, last name*
• Address*
• Email address
• Phone number

*Required field

When you make a request, you will be asked to answer a few questions about yourself to help us verify your identity. Third-party identification services may help us with verification to prevent disclosure of your Personal Information resulting from fraudulent requests. You may be asked to log into your online account and complete a one-time passcode validation. In the event more documentation is necessary to verify your identity, we will notify you directly.

WHAT IF YOU CAN’T VERIFY MY IDENTITY?

If we can’t verify your identity, we will notify you, and your request(s) to access, request, or delete your Personal Information may not be processed. Any requests may be denied if we have reason to believe they are fraudulent.

INFORMATION SHARED WITH THIRD PARTIES FOR DIRECT MARKETING

California residents also have the right to request that we provide you with (a) a list of certain categories of Personal Information we have disclosed to third parties for their direct marketing purposes during the immediately preceding calendar year and (b) the identity of those third parties. To exercise this right, contact us by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

NOTICE OF FINANCIAL INCENTIVE

If we provide a financial incentive, we will provide you with the details, including how the incentive is related to your data before you participate so that you may make an informed decision about whether and how to participate. In the event you decide to take advantage of a financial incentive, you will always have the right to withdraw from participation and we will provide you with directions on how to do so.

Please contact Ag Trading with any questions or comments about this policy or about how we handle your Personal Information by emailing Ag Trading at the following email address: tradedesk@agtradingsystems.com.

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