Terms and Conditions

Last Modified: October 2019

AGT4Producers Services Access Agreement

The AGT4Producers Services Access Agreement provides important information about your registration and use. This agreement contains provisions that limit or exclude our liability to you and/or by accepting this agreement, you acknowledge and agree that you have read and understood the terms of this agreement and have agreed to be bound by its terms. You should read it, understand it, and consider printing a reference copy before and as you use the Website.

1. Definitions

In this Agreement, the following terms and expressions will have the following meanings:

"Access Device" means any device allowing you to use or access the AGT4Producers Services including, but not limited to, personal computers and hand-held web-enabled devices.

"Account" means any account you have with A.P.P. INC dba AGT FOODS or AGT FOODS CANADA ("AGT FOODS") or to which you request access through the AGT4Producers Services.

"Common View" means the ability to view (and, if applicable transact business on) accounts of multiple business entities or individuals at the same time using the same User ID and Password.

"Electronic Instruction" means any instruction regarding an Account or AGT4Producers Services that is transmitted through an Access Device.

"AGT4Producers Services" means any products or services, including access to Accounts, that are available through those portions of our Web Site that require a User ID and Password, as such products or services may change from time to time.

"Information Provider" means a Third Party who provides AGT Foods with content for the Web Site.

"Password" means your AGT4Producers Services personal password initially assigned to you in connection with the AGT4Producers Services, as it may be amended by you from time to time.

"Third Party" means any person, entity, governmental authority or organization other than AGT Foods.

"User ID" means the unique user-number identifier used by you to access the AGT4Producers Services. "AGT Foods", "we", "our" or "us" means AGT Foods, its affiliates, successors and assigns.

"Web Site" means all web-pages and files posted by AGT Foods under the domains www.agt4producers.ca, as may be amended from time to time by AGT Foods. "you" or "your" means the individual accessing and using the Web Site and includes any corporation, partnership or other business entity on whose behalf such individual is accessing and using the AGT4Producers Services.

2. Use of Services

2.1 You may only use the AGT4Producers Services to access an Account you are authorized to access and to conduct such transactions as you are authorized to conduct.

2.2 You will not use the AGT4Producers Services for any illegal or improper purpose or take any action that could undermine the security or integrity of, or interrupt the operations of, the AGT4Producers Services. You agree not to modify, move, add to, delete or otherwise tamper with any proprietary information contained in the AGT Foods Web Site. You also agree not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Web Site.

2.3 You agree to comply with all applicable local, provincial, state, national, international and foreign laws, treaties and regulations applicable to you in connection with the use of the AGT4Producers Services.

3. Warranty of Authority

If you are accessing the AGT4Producers Services on behalf of one or more business entities (such as a corporation or a partnership), you warrant that you have the full authority of each such business entity to do so. You further warrant that you have the authority to legally bind such business entities to the provisions of this Agreement.

4. Common View

If you have been given Common View rights, you agree to protect the confidentiality of the personal and/or business information of all of the business entities or individuals whose Accounts you are able to access pursuant to your Common View rights.

5. User IDs and Passwords

5.1 Password Confidentiality: You agree to keep your User ID and Password absolutely confidential and to ensure your Password is never disclosed, accidentally or otherwise, to anyone at any time. You are solely responsible for the maintenance and security of your User ID and Password.

5.2 Use of User ID and Password: You are responsible for all consequences and losses relating to the use of your User ID and Password, whether or not you authorized that use. If you know or suspect your User ID or Password is being misused, you must as soon as possible, notify AGT Foods by telephone as specified in section (c) below, and immediately change your Password (please see the AGT Foods Web Site for information on how to change passwords). You agree that, until we receive such notice and have had a reasonable opportunity to implement measures to prevent unauthorized use of your User ID or Password, you will remain liable for all unauthorized use of your User ID or Password that may occur as a result of authorized or unauthorized use of your User ID and Password. Once we have received proper notice from you and we have had a reasonable opportunity to implement measures to prevent unauthorized use of your User ID and Password, you will no longer be responsible for unauthorized use of your User ID or Password from that point forward. You understand and acknowledge that AGT Foods shall incur no liability whatsoever for any consequences and/or losses that occur through your use or misuse of your User ID and Password.

6. Electronic Instructions

AGT Foods may treat your Electronic Instruction s as documents written and signed by you. You acknowledge that an Electronic Instruction is final and you cannot object to it later. AGT Foods may, at its sole discretion, decline to act on Electronic Instruction s and shall not incur any liability for failing to do so. AGT Foods may maintain a database of your Electronic Instruction s.

7. Records

AGT Foods's records of your Electronic Instruction s will be conclusive and binding on you in any disputes, including any legal proceedings, as the best evidence of your Electronic Instruction s in absence of clear proof that AGT Foods's records are wrong or incomplete.

8. Security

AGT Foods is committed to keeping your confidential information safe and has in place reasonable measures to protect the security of the AGT4Producers Services. In order to protect you and your data, AGT Foods may suspend your use of the Web Site or any Account, without notice, pending an investigation, if AGT Foods suspects that a breach of security has occurred. You acknowledge that ensuring the security of your information (including personal, financial and business information) requires you to exercise safe computing practices. These safe computing practices are in addition to your responsibility to maintain the confidentiality of your User ID and Password. You must properly log off, disconnect and close your Internet browser after each session in which the AGT4Producers Services have been accessed or used. The Access Device you use to access the AGT4Producers Services may be vulnerable to viruses or online attacks that seek to intercept sensitive information that you provide through the Internet. To reduce the chances of harm, it is your responsibility to ensure that any Access Device you use to access the AGT4Producers Services has an up-to-date anti-virus program, anti-spyware program and firewall. AGT Foods does not assume any liability or responsibility whatsoever for computer viruses or other destructive programs received during the electronic transmission of content from the AGT4Producers Services or any sites accessed through links provided through the AGT4Producers Services.

9. Privacy

By accessing and using the AGT4Producers Services, you acknowledge and accept AGT Foods's Privacy Policy, as amended from time to time.

10. Currency and Accuracy of Information

Although AGT Foods makes reasonable efforts to ensure that the information provided through this website is current and accurate, the information contained on this website are provided on "as is" and "as available" basis. AGT Foods makes no representations or warranties as to the accuracy, reliability, completeness or timeliness of such information.

AGT Foods offers the AGT4Producers Services in order to improve the accessibility of information to its customers. The AGT4Producers Services are not intended to provide management, financial, technical or other advice and they are not intended to be used as a substitute for specific professional advice. You assume all responsibility for your use or non-use of the information you obtain through the AGT4Producers Services and any information you may access through the AGT Foods Web Site, and you assume all responsibility for any action or inaction you may perform or refrain from performing based on the information you obtain through the AGT4Producers Services and through the AGT Foods Web Site.

11. Intellectual Property

Unless otherwise indicated, this website and its contents are the property of AGT Foods and/or its subsidiaries, affiliates, and are protected, without limitation, pursuant to applicable Canadian and foreign copyright, trademark and other proprietary (including, but not limited to intellectual property) rights. You do not acquire any ownership rights whatsoever to any content or document obtained through accessing this website and the availability of materials on this site does not constitute a waiver of any rights in and to such information and materials. You may not copy, reproduce, publish, distribute, modify or perform any content protected by copyright without obtaining permission of the copyright owner. You are granted a limited license to view the content contained in the AGT4Producers Services via an electronic display for your personal (including your business) purposes only.

12. Limitation of Liability

To the fullest extent permitted by applicable laws, AGT Foods and its directors, officers, employees, agents, suppliers, and contractors assume no, and expressly deny any, liability for loss or damage resulting from your use of or inability to use this website and/or the information accessible via this website, and shall in no event be liable for any claims, damages, liabilities, losses, and expenses of whatever nature and howsoever arising, including any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, including without limitation loss of profit, loss of data, loss of information, loss of use, business interruption or any other damage or loss claimed either in contract or tort, even if AGT Foods has been advised of the possibility of such damages or losses.

13. Warranty Disclaimer

To the fullest extent permitted by law, AGT Foods provides the AGT4Producers Services on an "as is, where is" basis and does not make any express or implied warranties, representations, endorsements or conditions with respect to the AGT4Producers Services or to any content or information contained in or provided by the AGT4Producers Services. This includes, without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, currentness, reliability or fitness for a particular purpose. Further, to the fullest extent permitted by law, AGT Foods does not represent or warrant: that the AGT4Producers Services will be available and meet your requirements; that access to the AGT4Producers Services will be uninterrupted; that there will be no delays, failures, errors or omissions with the AGT4Producers Services that there will be no loss of transmitted information from or through the AGT4Producers Services; that no viruses or other contaminating or destructive properties will be transmitted by or through the use of the AGT4Producers Services; or that no damage will occur to your computer system by or through the use of the AGT4Producers Services. You have sole responsibility for adequate protection and backup of data and/or Access Devices and to take reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

14. Forward-looking Statements

The AGT4Producers Services may contain forward-looking statements and reflect AGT Foods's expectations regarding future results of operations, financial conditions and achievements. All statements included in the AGT4Producers Services that address activities, events or developments that AGT Foods or its management expect or anticipate will or may occur in the future, the growth of the business and operation, competitive strengths, strategic initiatives, planned capital expenditures, plans and references to future operations and results of AGT Foods and such matters, are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and achievements of AGT Foods to be materially different from any future results, performance and achievements expressed or implied by those forward-looking statements. Many of these risks are beyond the control of AGT Foods. All forward-looking statements appearing in the AGT4Producers Services are qualified by this cautionary statement, and there can be no assurance that the developments or results anticipated by AGT Foods will be realized, or even substantially realized, that such results will have the expected consequences for, or effects on, AGT Foods. Subject to applicable security law requirements, AGT Foods disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

15. Trademarks

Certain names, words, titles, phrases, logos, icons, graphics or designs in the pages of the AGT4Producers Services may constitute trade names, trademarks or service marks of AGT Foods or its Information Providers. The display of trademarks on pages of the AGT4Producers Services does not imply that a license of any kind has been granted to you. You may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to, use as hyperlinks, hot links, or meta tags in other pages or Internet sites without the written permission of the owner of the Marks, whether that is AGT Foods or one of its Information Providers.

16. External Links

Links to websites provided as part of the AGT4Producers Services are meant for convenience only. AGT Foods is not responsible for the content, accuracy or opinions expressed in such websites and AGT Foods does not investigate monitor or check the accuracy or completeness of Third Party websites. Inclusion of any linked website does no imply approval or endorsement by AGT Foods of the linked websites or contents or information contained in such websites. AGT Foods makes no representations whatsoever about any other website or information that you may access through the AGT Foods Web Site. AGT Foods does not assume any liability or responsibility whatsoever for the operation of, or content at, any of the linked resources, nor for any of the interpretations, comments or opinions expressed therein.

17. Arbitration

Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to this Agreement, or any AGT4Producers Services, shall be referred to and determined by binding arbitration (to the exclusion of the courts). Such arbitration shall be referred to a single arbiter pursuant to The Arbitration Act, 1992 (Saskatchewan). The arbitration shall take place in Regina, Saskatchewan, Canada. The decision of the arbiter shall be final and binding upon the parties. Each party shall bear its own legal expenses and costs of arbitration, including attorneys' fees. The costs and expenses of the arbitration proceedings, including applicable arbitration fees and expenses, shall be borne equally by the parties or as otherwise determined by the arbitrator. You agree to waive any right you may have to commence or participate in any class action against AGT Foods or any of its suppliers related to this Agreement or any AGT4Producers Services and, where applicable, you agree to opt-out of any class-action proceedings against AGT Foods.

18. Governing law

This Agreement shall be treated as though it were executed and performed in the Province of Saskatchewan, Canada, and shall be governed by, construed and enforced in accordance with the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein. Without limiting in any way the application of Section 17, you irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of Saskatchewan for the determination of any matters under this Agreement.

19. Changes to agreement

AGT Foods may change the terms and conditions of this Agreement from time to time in any one or more of the following ways: a notice displayed on the AGT Foods Web Site and/or on the login screens accessed when using the AGT4Producers Services; and/or by requiring you to electronically accept the additional or amended terms and conditions of this Agreement at any time. If you continue to use any of the AGT4Producers Services after the effective date of any additional or amended terms or conditions to this Agreement, then you will be deemed to have accepted such additional terms or conditions.

20. Termination

AGT Foods reserves the right, in its sole discretion, to suspend or terminate any AGT4Producers Services or your use of any AGT4Producers Services at any time and for any reason.

21. Severability

Any provision of this Agreement which is, deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable from this Agreement and shall not impair the remaining provisions of this Agreement.

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