Terms of Service

1. Terms

By accessing the Site and/or using any of Services (as defined below), you agree to be bound by these Terms of Service (these “Terms”). Digital Grain Elevator, Inc., a Delaware company doing business as Digital Grain Elevator, Inc., the owner and operator of www.dge.ag (Digital Grain Elevator, Inc.), www.fob.ag, (FOB), and you (“you,” “your” or “user(s)”), a user of our website or service. Throughout this document, the words “DGE,” “FOB”, “Digital Grain Elevator, Inc.,” “us,” “we,” and “our,” refer to us, DGE, our site and service dge.ag and fob.ag (“Site” or “Service”), as is appropriate in the context of the use of the words. You must read, agree with and accept all of the terms and conditions set forth in these Terms, including Privacy Policy and Data Use Agreement, before you may sign up for an account with DGE to use the Services. These Terms include an agreement to resolve disputes by arbitration on an individual basis.

If you do not agree with any of these Terms, do not use the Site or the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind it to these Terms and any reference to “you” herein shall also be deemed to include such company or other legal entity. If you do not have such authority, you may not access and use the Site and the Services on behalf of such entity.

The services offered by DGE under these Terms include various products and services to help you manage. DGE products and services are provided through mobile and web applications designed to help manage and track freight delivery. Any such products and services offered by DGE are collectively referred to in these Terms as the “Services”. Any new features or tools which are added to the current Services shall be also subject to these Terms.

We reserve the right to withdraw or amend the Services and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services or the entire Services to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your account are aware of these Terms of Use and comply with them.

2. Use and Restrictions

Permission is granted for you to (i) access, view, and temporarily download the materials provided on the Site or any web applications we may provide as part of the Services, (ii) download any mobile applications we may provide as part of the Services, and (iii) if you have signed up for an account to access the Services, access and use the Services solely for internal business purposes. The foregoing is the grant of a license, not a transfer of title. All rights not granted herein are reserved by DGE.

When accessing and using the Site and Services, you may not:

• Use the Site or Services for any illegal or unauthorized purpose nor violate any applicable laws, rules or regulations;
• Reproduce, duplicate, scrape, copy, modify or create derivative works of the Site or the Services;
• Sell, rent, sublicense, assign, publish, resell or otherwise make the Site or Services available to any third party;
• Use the Site or Services to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, transmit viruses or other harmful computer code;
• Attempt to interfere with or disrupt the performance of the Site or Services or the data contained therein;
• Attempt to gain unauthorized access to the Site or Services or networks related thereto;
• Provide any Materials (as defined below) that infringe, violate or misappropriate the intellectual property rights or other rights of a third party;
• Interfere with another’s use of the Site or Services;
• Disassemble, reverse engineer, or decompile the Site or the Services;
• Access or use the Site or Services to build a competitive product or service or reproduce features of the Services; or
• Remove any copyright or other proprietary notations from the Site or Services.

Your right to access and use the Site and/or Services shall automatically terminate if you violate any of these restrictions and may be terminated by DGE at any time. We reserve the right (but do not have the obligation) to edit, delete or remove any Materials (as defined below) that violate any of the foregoing restrictions.

3. Account

To access and use the Services, you must register for an account with DGE (an “Account”) by providing certain required information. DGE may reject your application for an Account, or cancel an existing Account, for any reason, in its sole discretion. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. 

You acknowledge that DGE will use the email address or (and) mobile phone number you provide when opening an Account, or as updated by you from time to time, as the primary method for communication with you. You must monitor the primary Account method for communication you provide to method for communication and your primary method for communication must be capable of both sending and receiving messages. You are responsible for keeping your password secure. DGE cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You are responsible for all activity and all content, materials, information and data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited by or in connection with your Account, including without limitation, any business or personal data provided in connection with any third party integration (collectively, the “Materials”). DGE may, but is not obligated to, remove the Materials and suspend or terminate your Account if we determine in our sole discretion that the Materials violate these Terms.

4. Payments and Taxes

In return for the provision of the Services by DGE, some users may pay a mandatory fee to DGE, and other users may elect to pay a voluntary service fee to DGE, depending on what you have agreed on with DGE. All such fees are nonrefundable and may be paid through the Services via credit/debit card or from your bank account. You must keep a valid payment method on file with DGE to pay any fees you owe. DGE will charge any outstanding fees to any valid payment method that you authorize (the “Authorized Payment Method”), and DGE will continue to charge the Authorized Payment Method for any outstanding fees owed until the Services are terminated and any and all outstanding fees have been paid in full. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. DGE may utilize Stripe Payments Company (“Stripe”) to facilitate any fees paid by you to DGE and by using the Services to pay any such fees, you are agreeing to be bound by the Stripe Terms (as defined below). For the avoidance of doubt, Stripe is a Third-Party Provider, as defined in Section 12 of these Terms.

You are responsible for determining, reporting, paying and remitting all applicable taxes, levies, duties or similar governmental assessments (including, but not limited to, value-added, sales, use or withholding tax) that arise from or as a result of your use of the Services. To the extent that DGE charges you applicable taxes, they are calculated using the tax rates that apply based on the billing address you provide to DGE. Such amounts are in addition to the fees paid for the Services under the paragraph directly above and will be billed to your Authorized Payment Method. If you are exempt from payment of such taxes, you must provide DGE with evidence of your exemption. Tax exemption will only apply from and after the date DGE receives evidence satisfactory to DGE of your exemption. If you are not charged applicable taxes by DGE, you are responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in your jurisdiction.

DGE reserves the right to change the fees it charges for its Services by giving notice to you. Such notice may be provided at any time by posting the changes to the Site and/or providing notice via e-mail. DGE shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

5. Ownership and Intellectual Property Rights

The Site and Services, and all materials displayed, performed or available on or through the Site and Services, including, but not limited to, code, text, graphics, data, articles, photos, videos, images, illustrations, and so forth (all of the foregoing, the “DGE Content”) are owned by DGE and its licensors and are protected by copyright, trademark, patent and/or other intellectual property laws. Except as explicitly stated in these Terms, DGE reserves all rights in and title to the Site, the Services and the DGE Content, including all intellectual property rights therein.

All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of DGE, its affiliates, related companies, or its licensors unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of applicable laws.

You own the Materials (including your personal information) but you hereby grant to DGE a non-exclusive, royalty-free, fully-paid, worldwide right and license to: (i) host, copy, modify, transfer, process, and otherwise use the Materials to provide the Site and Services to you during the term of these Terms, and (ii) host, copy, modify, process, disclose, transfer, and otherwise use the Materials in an anonymous, de-identified format on a perpetual basis to improve, create, and develop DGE’s products and services, including the Site and the Services. For the sake of clarity, the Materials may be shared by DGE with its service providers for the foregoing purposes.

In addition, you agree that DGE shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Materials and data derived therefrom) (collectively, “Resultant Data”), and DGE will be free (during and after your use of the Services) to (i) use such Resultant Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other offerings and future products, including loan offerings, and (ii) disclose such Resultant Data solely in aggregate or other de-identified form for any research, marketing or other purposes. However, to the extent your personal information is included in any Resultant Data, you may opt-out of having us use your personal information in creating such Resultant Data by emailing us at support@dge.ag; however, this will not apply to any Resultant Data or aggregate or de-identified data we created prior to receiving your opt-out.

You also agree that DGE can use and share your Application Data and other Materials and information about you or your business or operations with third parties for research and analytical purposes. We will require such third parties to maintain the confidentiality of such information In addition, you can opt-out of any sharing by emailing us at support@dge.ag; however, this will not apply to any use of such information or any results of our research or analytics that were created prior to receiving your opt-out.

If you provide suggestions, feedback or other input to DGE concerning the functionality and performance of the Services or suggestions for new products and services (collectively “Feedback”), then you hereby grant DGE and its affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up right and license to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose.

6. Your Indemnification

You shall defend, indemnify and hold harmless DGE and its shareholders, officers, directors, employees, affiliates and agents (each an “Indemnified Party”) from and against any and all damages, liabilities, costs, expenses, and losses (including, without limitation, reasonable legal fees) incurred by such Indemnified Party arising out of any third-party claim, action, suit or proceeding brought against an Indemnified Party related to your breach of these Terms or any representations and warranties hereunder, any application for funding or use of funds receive through any application using the Services or any use of your Materials.

7. Disclaimers

The Site, Services, and DGE Content are provided on an “as is” basis and your use thereof is at your own risk. DGE makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. Further, DGE does not warrant that the Site or Services will be uninterrupted, timely, secure, or error-free.

8. Limitation of Liability

In no event shall DGE or its suppliers be liable for any indirect, special, incidental, punitive, exemplary or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Site, Services or DGE Content, regardless of whether such damages are based on warranty, contracts, tort or any other legal theory and even if DGE knew of the possibility of such damages. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. To the fullest extent permitted by law, in no event will DGE’s total liability arising out of or in connection with these terms or from the use of or inability to use the Site, the Services or the DGE Content exceed one hundred dollars ($100).

9. Third-Party Services

DGE may from time to time recommend, provide you with access to, or enable third-party software, applications, products, services or website links (collectively, “Third-Party Services”) for your consideration or use, including via the Site or Services. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable provider of such Third-Party Services (each a “Third-Party Provider”). In addition to these Terms, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers. Any use by you of Third-Party Services offered through the Site or Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. DGE does not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that DGE has no control over Third-Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on the Site or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with DGE. DGE does not guarantee the availability of Third-Party Services and you acknowledge that Ambrook may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. DGE is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. If you install or enable a Third-Party Service for use with the Services, you grant DGE permission to allow the applicable Third-Party Provider to access your Materials and to take any other actions as required for the interoperation of the Third-Party Service with the Services. DGE is not responsible for any disclosure, modification or deletion of your Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your Materials.

10. Termination

You may cancel your Account and terminate these Terms at any time by emailing such a request to support@dge.ag  and following any instructions indicated to you in DGE’s response.

DGE has the right to suspend or terminate your access to all or any part of the Site and/or Services at any time, with or without cause, with or without notice, effective immediately. In addition, DGE reserves the right at any time, and from time to time, to modify or discontinue the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

Upon termination of the Services by either party for any reason: (i) DGE will cease providing you with the Services and you will no longer be able to access your Account; (ii) you will not be entitled to any refunds of any fees paid; and (iii) any outstanding balance owed to DGE for your use of the Services through the effective date of such termination will immediately become due and payable in full.

All provisions of these Terms which, by their nature, should survive termination will survive termination—including, without limitation, the following provisions: Payments and Taxes, Ownership and Intellectual Property Rights, Your Indemnification, Disclaimers, Limitation of Liability, Third-Party Services, Privacy, Arbitration, Class Action, and Jury Trial Waiver, Governing Law and Miscellaneous.

11. Privacy

DGE is committed to protecting the privacy of your information. By using the Services, you acknowledge and agree that DGE’s collection, usage and disclosure of your information is governed by the Privacy Policy and you hereby expressly consent to DGE’s collection, use, processing, transfer, disclosure and sharing of your information as provided for in such Privacy Policy.

12. Modifications

DGE reserves the right to update and change these Terms by posting updates and changes to the Site or by emailing you at the address provided in your Account. You are advised to check the Site from time to time for any updates or changes that may impact you, and keep the email address in your account up to date, and if you do not accept such changes, you must cease using the Services. Your continued use of the Services after the amended Terms are posted to the Site or notice is sent to your email address constitutes your agreement to, and acceptance of, the amended Terms.

13. Arbitration

If a dispute arises between you and DGE regarding the Services or otherwise, our goal is to learn about and address your concerns. Please contact us at support@dge.ag if you wish to make a complaint about the Services. Except to the extent prohibited under any applicable federal program, if we are unable to resolve the dispute, you further agree that any claim or controversy between you and us arising in connection with or relating in any way to these Terms or the Services MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the city closest to your residence having a federal district courthouse, provided that if the claim is for $10,000 or less, We may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; or (2) through a non-appearance based telephonic hearing.

The following matters are not subject to this arbitration requirement (“Excluded Claims”): (1) an individual action that can be brought in a small claims court in Santa Clara County, California, or (2) an individual action by us to protect our intellectual property rights. In addition, this arbitration provision does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, and except for Excluded Claims, 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 the Terms including, but not limited to, any claim that all or any part of these Terms is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, we will pay the costs of the arbitration (but not your attorney fees), up to $3,000.

The Terms and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

14. CLASS ACTION AND JURY TRIAL WAIVER

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

15. Governing Law

These Terms and any action related thereto are governed by and construed in accordance with the laws of the State of California, without regard to any principles of conflicts of law. To the extent not subject to arbitration under Section 16, you irrevocably submit to the exclusive jurisdiction of the courts in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

16. Miscellaneous

All the terms and provisions of these Terms shall be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns, and legal representatives. DGE shall be permitted to assign these Terms without notice to you or consent from you. You shall have no right to assign or otherwise transfer these Terms, or any of your rights or obligations hereunder, to any third party without DGE’s prior written consent, to be given or withheld in DGE’s sole discretion.

The failure of DGE to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of these Terms shall remain in full force and effect.

These Terms, including the documents incorporated herein by reference, constitute the entire agreement between you and DGE regarding your access to and use of the Site and Services and govern your use of the Site and the Services and your Account, superseding any prior agreements between you and DGE (including, but not limited to, any prior versions hereof) regarding your access to and use of the Site and Services.