Terms of Service
GRAINCHAIN PLATFORM PILOT AGREEMENT
This GrainChain Platform Pilot Agreement (the “Agreement”) is entered into between GrainChain, Inc. (“GrainChain”) and the Pilot Participant (“Company”) as of the date that the Company individually executes this Agreement (the “Effective Date”) upon registration with the GrainChain Platform. This Agreement sets forth the rights and obligations concerning Company’s evaluation of the GrainChain Platform and GrainChain Software (defined below).
GrainChain has developed a proprietary online software platform that permits end users to conduct fast and secure transactions for the sale and purchase of real commodities (the “GrainChain Platform”), accessible through GrainChain’s online web portal (the “Portal”), and/or GrainChain’s proprietary mobile application software and client software (collectively, the “Software”), and may be integrated with third party applications through GrainChain’s proprietary application programming interfaces (the “APIs”, together with the Software, collectively, the “GrainChain Software”). GrainChain is willing to grant an evaluation license for Company’s internal evaluation of the GrainChain Platform and the GrainChain Software identified on Exhibit A, for the pilot period set forth on Exhibit A (the “Pilot Period”), in accordance with the terms and conditions of this Agreement and any documentation or written instructions, if any, provided by GrainChain to Company (such documentation or written instructions, the “GrainChain Documentation”).
2. GRAINCHAIN PLATFORM
2.1 Access and Use.
GrainChain grants to Company, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, revocable, limited license to permit Company’s employees and contractors (“Authorized Users”) during the Pilot Period, solely for Company’s internal evaluation purposes to (a) install, execute and use the Software, in object code, on Company’s authorized computers and mobile devices (as applicable), and to integrate, execute and use the APIs, and (b) access and use the GrainChain Platform, over the internet, through the Portal and/or GrainChain Software; in each case, in accordance with the GrainChain Documentation and any usage limitations or parameters specified by GrainChain. Company may reproduce and use, during the Pilot Period, a reasonable number of copies of the GrainChain Documentation in support of the exercise of the license granted in clause (a) and (b) above.
Company will not, and will not permit others to: (a) reproduce or use the GrainChain Platform, GrainChain Software, or the GrainChain Documentation except to the extent permitted in Section 2.1; (b) modify, translate, or create derivative works of the GrainChain Platform or GrainChain Software or decompile, disassemble, reverse engineer, or otherwise attempt to derive the structure or source code form of the GrainChain Platform or GrainChain Software; (d) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer the GrainChain Platform or GrainChain Software, or the Company’s limited right to use the GrainChain Platform and GrainChain Software; (e) export the GrainChain Software; or (f) remove, alter, or obscure any proprietary notices or labels on the GrainChain Platform, GrainChain Software, or the GrainChain Documentation. GrainChain reserves all rights and licenses not expressly granted to Company in Section 2.1 and no implied license is granted by GrainChain. Company will be responsible and liable for non-compliance with this Agreement by Authorized Users which non-compliance shall be deemed a breach by Company of this Agreement.
2.3 Dwolla Integration.
2.4 Third-Party Integrated Services.
Company acknowledges that the GrainChain Platform and GrainChain Software may enable or assist you to access and interact products, services, applications, or websites made available by third parties that are integrated by Company using the APIs (“Third-Party Applications”). Company’s access and use of any Third-Party Applications are at Company’s own risk. Any use of Third-Party Applications is governed solely by the terms and conditions of such Third-Party Applications (and Company agrees to comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Application, is between Company and the relevant third party, and not GrainChain. GRAINCHAIN MAKES NO REPRESENTATION AND SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE WITH, ANY SUCH THIRD-PARTY APPLICATION OR ANY TRANSACTIONS COMPLETED AND ANY CONTRACT ENTERED INTO BY COMPANY AND ANY SUCH THIRD PARTY.
3. COMPANY OBLIGATIONS.
By using the GrainChain Platform Company acknowledges and agrees that the transactions executed in accordance with a smart-contract entered into between Company and another user of the GrainChain Platform are irreversible. GrainChain cannot and will not be liable under any circumstances for any transactions made by Company in connection with the GrainChain Platform. GrainChain has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of the grains that Company may purchase or sell to or from a third party (including other users of the GrainChain Platform). Any dispute you have concerning any transaction shall be resolved solely between Company and such third party without involving GrainChain. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT COMPANY IS PURCHASING GRAIN OR OTHER GOODS PURSUANT TO A SMART-CONTRACT ENTERED INTO IN CONNECTION WITH THE GRAINCHAIN PLATFORM, COMPANY ACKNOWLEDGES AND AGREES THAT UPON FULFILLMENT OF THE TERMS AND REQUIREMENTS OF A SMART-CONTRACT ENTERED INTO BETWEEN COMPANY IN CONNECTION WITH THE GRAINCHAIN PLATFORM THAT THE FUNDS FOR SUCH PURPOSE WILL BE AUTOMATICALLY AND IRREVERSIBLY TRANSFERRED FROM COMPANY’S BANK ACCOUNT TO THE SELLER, AND COMPANY HEREBY AUTHORIZES SUCH THE GRAINCHAIN PLATFORM TO EXECUTE SUCH TRANSFER OF FUNDS.
3.2 User Data.
3.3 Representations and Warranties.
Company represents and warrants that: (a) Company has full power and authority to enter into this Agreement and to consummate the transactions and perform its obligations contemplated hereby; (b) any information submitted by Company to set up Company’s account with GrainChain and/or Dwolla is true, complete, and accurate; (c) will only be transacting on the GrainChain Platform with legally-obtained funds that belong to Company; (d) will not be furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or through your use of the GrainChain Platform; (e) will not use the GrainChain for illegal purposes, including money laundering of criminal proceeds, transfer or receipt of payment for planning, preparation or commitment of crime, for financing the terrorism and illegal trade; (f) will not use the GrainChain Platform, GrainChain Software, and GrainChain Documentation for any purpose prohibited by this Agreement or in any manner that could damage, disable, overburden, or impair GrainChain; and (g) will comply with all applicable laws, including but not limited to securities and capital market legislation, anti-money laundering and counterfeiting terrorism, consumer protection laws, financial promotion laws.
Client will defend at its own expense any claim or action against GrainChain, or its affiliates, directors, employees or contractors, brought by a third party or governmental entity, and will indemnify and hold harmless GrainChain from and against all costs (including reasonable attorneys’ fees) and damages incurred by GrainChain in any such claim or action, to the extent that the action is based on: (a) allegations that the Company’s activities in connection with the services hereunder, violate any applicable law; (b) User Data or a violation of any applicable privacy law, rule or regulation by Company, except to the extent caused by GrainChain’s use of User Data that exceeds the scope of the license granted in Section 3.3; (c) Authorized User claims, or (d) claims arising from the exclusions set forth below in Section 8. The foregoing obligations are conditioned on GrainChain promptly notifying Company in writing of such action, giving Company sole control of the defense thereof and any related settlement negotiations, and at Company’s reasonable request and expense, cooperating and assisting in such defense. Under no circumstances shall Company enter into any settlement that involves an admission of liability, negligence or other culpability of GrainChain or requires GrainChain to contribute to the settlement without GrainChain’s prior written consent. GrainChain may participate and retain its own counsel at its own expense.
There shall be no payment from Company to GrainChain under this Agreement for the use of the GrainChain Platform or GrainChain Software in accordance with this Agreement.
GrainChain and its suppliers retain all right, title and interest in and to all intellectual property rights in the GrainChain Platform, GrainChain Software, and GrainChain Documentation. In addition, Company hereby licenses Feedback and Blind Data to GrainChain on a worldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fully paid, and royalty-free basis, for GrainChain to use and exploit in any manner and for any purpose. “Feedback” means any and all suggestions and feedback provided to GrainChain by Company or Authorized Users regarding the functioning, features, and other characteristics of the GrainChain Platform, GrainChain Software, and/or GrainChain Documentation. “Blind Data” means any and all aggregated non-personally identifiable data or information resulting from Company’s or Authorized Users’ use of the GrainChain Platform, GrainChain Software or services provided by GrainChain.
“Confidential Information” means, with respect to (a) GrainChain, (i) the GrainChain Software, GrainChain Documentation, the technology underlying and/or comprised in the GrainChain Platform, and Feedback, (ii) the fees payable to GrainChain hereunder (if any), and (iii) all materials and information disclosed under this Agreement that are marked “confidential” by GrainChain or that Company knows or should have known, under the circumstances, are considered confidential by GrainChain; and (b) Company, (i) User Data and (ii) all materials and information disclosed under this Agreement that are marked “confidential” by Company or that GrainChain knows or should have known, under the circumstances, are considered confidential by Company. Each party receiving (the “Receiving Party”) Confidential Information of the other party (the “Disclosing Party”) will: (a) not disclose to any third party or cause to be disclosed any of the Disclosing Party's Confidential Information unless authorized in writing by the Disclosing Party; and (b) refrain from using the Disclosing Party's Confidential Information except to the extent authorized under this Agreement for the generation of invoices, estimates, sales receipts, credit memos, and other sales forms. Confidential Information does not include information that is: (a) publicly available through no fault of the Receiving Party; (b) otherwise known to the Receiving Party through no wrongful conduct of the Receiving Party; (c) disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (d) independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party without violating this Section to the extent that such Confidential Information is required to be disclosed by law or court order; provided, however, that the Receiving Party shall first give the Disclosing Party prompt notice of such order so that the Disclosing Party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors, and with respect to GrainChain, to third party service providers, in each case under a duty of confidentiality except (a) as required by law, (b) pursuant to a mutually agreeable press release, or (c) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality).
7. TERM AND TERMINATION.
7.1 Term and Termination.
The term of this Agreement shall commence on the Effective Date and expire at the end of the Pilot Period, unless earlier terminated by either party in accordance with the Agreement. If Company breaches any term of this Agreement, GrainChain may immediately terminate this Agreement upon written notice to Company.
7.2 Effects of Termination.
Upon expiration or termination of this Agreement, the licenses granted hereunder shall terminate effective immediately and (a) Company shall promptly discontinue use of the GrainChain Platform, GrainChain Software, and GrainChain Documentation; (b) each party shall promptly discontinue use of each other party’s Confidential Information; (b) each party shall return or destroy, at each party’s option and at other party’s expense, other party’s Confidential Information (including all print copies thereof) in each party’s possession or control; (c) Company shall destroy all electronic copies of the GrainChain Software and GrainChain Documentation; (d) at each party’s request, certify that other party has complied with the foregoing requirements; and (e) express indemnification obligations and the following Sections will survive any such termination or expiration: Sections 2.2, 2.3, 2.4, 3.3, 3.4, 5, 6, 7.2, 8, 9, 10, 12, and 13.
Notwithstanding anything in this Agreement to the contrary, GrainChain will have no responsibility or liability of any kind, arising or resulting from (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by GrainChain; (b) nonconformities resulting from Company’s, Authorized Users’, or any third party’s, misuse, abuse, negligence, or improper or unauthorized use of all or any part of the GrainChain Platform, GrainChain Software, or the services provided by GrainChain hereunder; (c) modification, amendment, revision, or change to the GrainChain Platform or GrainChain Software by any person other than GrainChain; or (d) any other factor outside of GrainChain’s reasonable control.
GRAINCHAIN DOES NOT WARRANT THAT THE GRAINCHAIN PLATFORM, GRAINCHAIN SOFTWARE, OR GRAINCHAIN DOCUMENTATION, OR ANY SERVICES PROVIDED BY GRAINCHAIN, WILL MEET COMPANY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE GRAINCHAIN PLATFORM, GRAINCHAIN SOFTWARE, GRAINCHAIN DOCUMENTATION AND ANY SERVICES PROVIDED BY GRAINCHAIN, ARE PROVIDED “AS IS” (WITH ALL FAULTS) AND THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY, AND EFFORT IS WITH COMPANY. WITHOUT LIMITING THE FOREGOING, GRAINCHAIN AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS, GUARANTEES, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A BREACH OF SECTION 2.2 OR SECTION 6, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR THE LIKE) FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE GRAINCHAIN PLATFORM, THE GRAINCHAIN SOFTWARE, THE GRAINCHAIN DOCUMENTATION, OR ANY SERVICES PROVIDED BY GRAINCHAIN, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A BREACH OF SECTION 2.2 OR SECTION 6, IN NO EVENT WILL EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE GRAINCHAIN PLATFORM, THE GRAINCHAIN SOFTWARE, THE GRAINCHAIN DOCUMENTATION, AND ANY SERVICES PROVIDED BY GRAINCHAIN, EXCEED FIVE HUNDRED DOLLARS ($500.00). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11. GOVERNING LAW AND VENUE.
This Agreement will be governed by the laws of the State of Texas, U.S.A., without giving effect to any conflicts of law principles that may require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of other party except that such consent shall not be required if the assignment is pursuant a transfer of all or substantially all of the assigning party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any purported assignment in violation of the foregoing shall be null and void. Notices will be effective when sent in a signed writing to the other party’s address below and effective upon receipt. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed modified so as to be valid and enforceable to the greatest extent possible under applicable law, and the validity of the remaining provisions hereof shall not be affected thereby. GrainChain reserves the right to change, modify, and otherwise convert the technology used to provide the GrainChain Platform. No amendment to, or waiver of rights under, this Agreement shall be effective unless in a writing signed by authorized representatives of each party. This Agreement, including Exhibit A attached hereto and incorporated herein by this reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. The term “including” means “including without limitation”.
13. ACCEPTANCE OF TERMS.
IN WITNESS WHEREOF, the parties have caused this GrainChain Platform Pilot Agreement to be executed by their duly authorized representative.
By: ( )
Name: ( )
Title: ( )
Address: ( )
By: ( )
Name: ( )
Title: ( )
Address: ( )
1. GrainChain Software: [List Software Company will use in connection with the Pilot].
2. Pilot Period: